Carlyle Group Inc. (CG) Risk Factors

ITEM 1A.RISK FACTORS

Risks Related to Our Company

Adverse economic and market conditions and other events or conditions throughout the world could negatively impact our

business in many ways, including by reducing the value or performance of the investments made by our investment funds

and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue,

earnings, and cash flow and adversely affect our financial prospects and condition.

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 (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 introduction of new tariffs,

monetary policy uncertainty, inflationary pressures, sharp currency moves, heightened geopolitical tensions, the imposition of

export controls and trade barriers, the imposition of economic and political sanctions (upon specific individuals or companies

and country, industry, and sector-wide restrictions), 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 Asian 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-

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, 2025, the S&P 500 rose by 16.4%, while the MSCI All Country

World Index (MSCI ACWI) increased by 20.6%. This robust full-year performance masks interim volatility 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 handful of AI-related or AI-adjacent stocks. The top ten largest stocks now account for

over 40% of the market capitalization of the S&P 500, and eight of those ten companies are exposed to roughly the same AI

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risks. A change in the outlook for AI-related company earnings, or a reassessment of these companies’ valuations, could drive

significant market movements. Overall, 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. Although net distributions to investors across all private asset classes turned positive in

the second quarter of 2025 for the first time in eighteen quarters, cumulative contributions have exceeded distributions by

nearly $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 $5.1 trillion in 2025, a 44% increase from 2024. While total

M&A activity has 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 funds. In

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 our investments 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. However,

in 2025, we deployed nearly $55 billion across our business, a 28% increase over 2024.

The current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S.

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 current 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. In addition, the current administration has sought to reduce

subsidies, block permits and leases for new projects, and roll back favorable terms for investments in renewable energy

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, the expansion of the jurisdiction of the

Committee on Foreign Investment in the United States (“CFIUS”) in 2018 and then again in 2022 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.

During periods of difficult market conditions or slowdowns (which may occur across one or more industries or

geographies), our funds’ portfolio companies may experience adverse operating performance, decreased revenues, financial

losses, credit rating downgrades, difficulty in obtaining access to financing, and increased funding costs. Negative financial

results in our funds’ portfolio companies may result in less appreciation across the portfolio and lower returns in our funds.

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

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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 Global 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 revolving credit 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.

Moreover, 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.

Severe public health events also may occur from time to time, and could directly and indirectly impact us in material

respects that we are unable to predict or control, including by threatening our employees’ well-being and morale and

interrupting business activities. Moreover, related factors may materially and adversely affect us, including the effectiveness of

governmental responses, the extension, amendment, or withdrawal of any government programs or initiatives and the timing

and speed of economic recovery. Actions taken in response may contribute to significant volatility in financial markets,

resulting in increased volatility in equity prices, material interest rate changes, supply chain disruptions, such as simultaneous

supply and demand shock in global, regional, and national economies, and an increase in inflationary pressures.

Our use of leverage may expose us to substantial risks.

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 senior notes or any other indebtedness mature, we may be required to refinance them by 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 September 2025, we

issued senior unsecured bonds with aggregate principal of $800.0 million due September 2035. We also have other senior notes

and junior subordinated notes with an aggregate principal amount of $1,875.0 million as of December 31, 2025, as well as a

credit agreement that provides a $1.0 billion revolving facility with a final maturity date of May 29, 2030 (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 the fourth quarter of 2025.

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Our revenue, earnings, net income, and cash flow can all vary materially, which may make it difficult for us to achieve

steady earnings growth on a quarterly basis and may cause the price of our common stock to decline.

Our revenue, earnings, net income, and cash flow can all vary materially due to our reliance on performance revenues.

We may experience fluctuations in our results, including our revenue and net income, from quarter to quarter due to a number

of other factors, including timing of realizations, changes in the valuations of our funds’ investments, changes in the amount of

distributions, dividends, or interest paid in respect of investments, changes in our operating expenses, and the degree to which

we encounter competition, each of which may be impacted by economic and market conditions. Achieving steady growth in net

income and cash flow on a quarterly basis may be difficult, which could in turn lead to large adverse movements or general

increased volatility in the price of our common stock. We generally do not provide guidance regarding our expected quarterly

operating results. The lack of guidance may affect the expectations of public market analysts and could cause increased

volatility in our common stock price.

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 are

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. A 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.

The timing and receipt of performance allocations also varies with the life cycle of our carry funds. During periods in

which a relatively large portion of our assets under management is attributable to carry funds and investments in their

“harvesting” period, our carry funds would make larger distributions than in the fundraising or investment periods that precede

harvesting. During periods in which a significant portion of our AUM is attributable to carry funds that are not in their

harvesting periods, we may receive substantially lower performance allocations.

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

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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.”

Many of our investment funds utilize subscription lines of credit to fund investments prior to the receipt of capital

contributions from the fund’s investors. As capital calls made to a fund’s investors are delayed when using a subscription line

of credit, the investment period of such investor capital is shortened, which may increase the net internal rate of return of an

investment fund. However, because interest expense and other costs of borrowings under subscription lines of credit are an

expense of the investment fund, the investment fund’s net multiple of invested capital will be reduced, as will the amount of

carried interest generated by the fund. Any material reduction in the amount of carried interest generated by a fund will

adversely affect our revenues. See “Risks Related to Our Company—Adverse economic and market conditions and other events

or conditions throughout the world could negatively impact our business in many ways, including by reducing the value or

performance of the investments made by our investment funds and reducing the ability of our investment funds to raise capital,

any of which could materially reduce our revenue, earnings, and cash flow and adversely affect our financial prospects and

condition.”

We also may take other actions, including waiving management fees for a particular investment or fund, that could

adversely impact our short-term results of operations when we deem such action appropriate. Moreover, we typically delay the

realization of carried interest to which we are otherwise entitled if we determine (based on a variety of factors, including the

stage of the fund’s life cycle and the extent of fund profits accrued to date) that there would be an unacceptably high risk of

potential future giveback obligations. Any such delay could result in a deferral of realized carried interest to a subsequent

period. See “Risks Related to Our Company—Our revenue, earnings, net income, and cash flow can all vary materially, which

may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of our common

stock to decline.”

We depend on our senior Carlyle professionals, including our Chief Executive Officer, and the loss of their services or

investor confidence in such personnel could have a material adverse effect on our business, results of operations, and

financial condition.

We depend on the efforts, skill, reputations, and business contacts of our Chief Executive Officer, Harvey M.

Schwartz, our co-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.

We historically have relied in part on the interests of these professionals in the investment funds’ carried interest and

incentive fees to discourage them from leaving the firm. However, to the extent our investment funds perform poorly, thereby

reducing the potential for carried interest and incentive fees, their interests in carried interest and incentive fees become less

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valuable to them and become less effective as incentives for them to continue to be employed by us. We might not be able to

provide future senior Carlyle professionals with interests in our business to the same extent or with the same tax consequences

from which our existing personnel previously benefited. For example, U.S. federal income tax law currently imposes a three-

year holding period requirement for carried interest to be treated as long-term capital gains. The holding period requirement

may result in some of the carried interest received by such individuals being treated as ordinary income, which would

materially increase the amount of taxes that such key personnel would be required to pay. In addition, the tax treatment of

carried interest continues to be an area of focus for policymakers and government officials, which could result in further

regulatory action by federal or state governments. See “Risks Related to Taxation—Changes in relevant tax laws, regulations,

or treaties or an adverse interpretation of these items by tax authorities could negatively impact our effective tax rate, tax

liability, and/or the performance of certain funds should unexpected taxes be assessed to portfolio investments (companies) or

fund income.” Moreover, possible increases in state tax rates or changes to the tax treatment of, or the levying of additional

taxes on, carried interest, along with changing opinions regarding living in some geographies where we have offices, may

adversely affect our ability to recruit, retain, and motivate our current and future professionals.

We strive to maintain a work environment that reinforces our culture where employees strive to excel, deliver for the

firm, challenge the status quo, and leverage diverse perspectives. If we do not continue to develop and implement the right

processes and tools to maintain this culture, our ability to compete successfully and achieve our business objectives could be

impaired, which could negatively impact our business, financial condition, and results of operations.

Recruiting and retaining our professionals has become more difficult and may continue to be difficult in the future, which

could adversely affect our business, results of operations, and financial condition.

Our most important asset is 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 substantial degree on 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 light of increasingly unpredictable enforcement of immigration laws and visa

requirements, and we may not be successful in our efforts to recruit, retain, and motivate these 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.

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 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, 2025, we have

granted a total of approximately 7.4 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 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%, 140%, and 160% of the applicable starting share price,

each of which targets has been satisfied as of December 31, 2025. In 2025, we granted a total of 8.1 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 a new share reserve

was approved for the Equity Incentive Plan in June 2021, there were 17.6 million remaining shares of common stock available

for grant under the Equity Incentive Plan as of February 27, 2026.

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As of December 31, 2025, our employees held an aggregate of 25.6 million unvested restricted stock units, which vest

over various time periods (generally from one year to four years from the date of grant) and 14.2 million of which also have

vesting conditions tied to the achievement of absolute stock price targets over a period of three to four 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.

We may expand into new investment strategies, geographic markets, businesses, and types of investors, or seek to expand

our business or change our strategic focus with new strategic initiatives, which may result in additional risks and

uncertainties in our businesses.

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 “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 individual

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 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 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.

In 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. We also expect opportunities may 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.”

To the extent we make strategic investments or acquisitions, undertake other strategic initiatives, expand into new

investment strategies or geographic markets, or enter into a new line of business, we will face numerous risks and uncertainties,

including risks associated with:

•the required investment of capital and other resources;

•delays or failure to complete an acquisition or other transaction in a timely manner or at all, which may

subject us to damages or require us to pay significant costs;

•lawsuits challenging an acquisition or unfavorable judgments in such lawsuits, which may prevent the closing

of the transaction, cause delays, or require us to incur substantial costs, including costs associated with the

indemnification of directors;

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•the failure to realize the anticipated benefits from an acquired business or strategic partnership in a timely

manner, if at all;

•combining, integrating, or developing operational and management systems and controls, including an

acquired business’s internal controls and procedures;

•integration of the businesses, including the employees of an acquired business;

•disagreements with joint venture partners or other stakeholders in our strategic partnerships;

•the additional business risks of the acquired business and the broadening of our geographic footprint;

•properly managing conflicts of interests;

•our ability to obtain requisite regulatory approvals and licenses without undue cost or delay and without being

required to comply with material restrictions or material conditions that would be detrimental to us or to the

combined organization;

•our ability to comply with new regulatory regimes; and

•becoming subject to new laws and regulations with which we are not familiar, or from which we are currently

exempt, which may lead to increased litigation and regulatory risk and costs.

Operational risks (including those associated with our business model), system security risks, breaches of data protection,

cyberattacks, or actions or failure to act by our employees or others with authorized access to our networks, including our

ability to insure against such risks, may disrupt our businesses, result in losses, or limit our growth.

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

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.

There has been an increase in the frequency and sophistication of the security threats we face, with thwarted attacks

ranging from those common to businesses generally to those that are more advanced and persistent, which may target us

because, as a global investment management firm, we hold a significant amount of confidential and sensitive information about

our investors, our portfolio companies, potential investments, and our employees. More specifically, threat actors have

demonstrated increasing sophistication in their use of social engineering techniques, executive impersonations, and social media

platforms to victimize users and tarnish our brand. Similar issues arise with concentration of services with key service providers

such as cloud storage and email services, which also have experienced occasional minor outages.

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. 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.

We cannot know the potential impact of future cyber incidents, which vary widely in severity and scale, potential new

facts or circumstances related to previously detected cyber incidents, or previously undetected cyber incidents. There can be no

assurance that the various procedures and controls we utilize to mitigate these threats will be sufficient to prevent disruptions to

our systems, especially because the cyber-attack techniques used change frequently or are not recognized until launched, and

because cyber-attacks can originate from a wide variety of sources. We do not have controls in place for every possible risk,

and if any of the controls we put in place do not operate properly or are disabled for any reason or if there is any unauthorized

disclosure of data, whether as a result of tampering, a breach of our network security systems, a cyber-incident or attack, or

otherwise, we could suffer substantial financial loss, increased costs, a disruption of our businesses, liability to our funds and

investors, regulatory investigations, intervention and fines, and reputational damage. The costs related to cyber or other security

threats or disruptions may not be fully insured or otherwise indemnified. Significant security incidents at competitor global

investment firms in which we are not directly impacted could indirectly lead to increased costs from investor due diligence,

revisions to insurance premiums, and more extensive and/or frequent regulatory inspections.

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Our information systems and technology may not continue to be able to accommodate our growth, and the cost of

maintaining such systems may increase from its current level. For example, our existing systems may not be adequate to

identify or control the relevant risks in investment strategies employed by new investment funds we may introduce. Any failure

to accommodate growth, or an increase in costs related to such information systems, could have a material adverse effect on us.

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 Carlyle AlpInvest 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.

Our technology, data, and intellectual property and the technology, data, and intellectual property of our portfolio

companies also are subject to a heightened risk of theft, disruption, or compromise to the extent we and our portfolio companies

engage in operations outside the United States, particularly in those jurisdictions that do not have comparable levels of

protection of proprietary information and intangible assets, such as intellectual property and customer information and records.

In addition, we and our portfolio companies may be required to compromise protections or forgo rights to technology, data, and

intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect compromise of

these assets could have a material adverse consequence on us or our investments.

A disaster or a disruption in the infrastructure that supports our businesses, including a disruption involving electronic

communications or other services used by us or third parties with whom we conduct business, or directly affecting our offices,

could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster

recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. For example,

systemic risks such as a massive and prolonged global failure of Amazon or Microsoft’s cloud services could result in

cascading catastrophic systems failures. We also may need to commit additional management, operational, and financial

resources to identify new professionals to join our firm and to maintain appropriate operational and financial systems to

adequately support expansion. The market for hiring talented professionals, including IT, AI, privacy, and cybersecurity

professionals, is competitive and we may not be able to grow at the pace we desire.

In addition, we and our portfolio companies face increased difficulty in obtaining or maintaining sufficient insurance

(including cyber insurance) against potential liabilities and that could have a material adverse effect on our business. We 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. Insurance and other safeguards will 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 are responsible for any

shortfall, including if the shortfall is a substantial 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 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

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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.

Failure to maintain the security of our information and technology networks, including personally identifiable information,

intellectual property, and proprietary business information, could have a material adverse effect on us.

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 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, we, our employees, our investors, and the public 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-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.

Use of artificial intelligence technology by us could lead to the exposure of our data or other adverse effects and increase

competitive, operational, legal, and regulatory risks in ways that we cannot predict.

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, 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, and 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 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 AI Technologies. We expect to be involved in the collection of such data only in the context of limited

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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.

The volume and reliance on data and algorithms also make AI Technologies, and in turn us and our portfolio

companies and investments, more susceptible to cybersecurity threats, including data poisoning and the compromise of

underlying models, training data, or other intellectual property. We and our portfolio companies and investments could be

exposed to risks to the extent third-party service providers, or any counterparties use AI Technologies in their business

activities. In this respect, we are not able to control the way third-party products are developed or maintained or the way third-

party services utilizing AI Technologies are provided to us. In addition, AI Technologies may be competitive with the business

of our portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services (particularly

as the capabilities of AI Technologies improve) and, accordingly, the increased adoption and use of AI Technologies may have

an adverse effect on our portfolio companies or their respective businesses. See “Risks Related to Our Company—Operational

risks (including those associated with our business model), system security risks, breaches of data protection, cyberattacks, or

actions or failure to act by our employees or others with authorized access to our networks, including our ability to insure

against such risks, may disrupt our businesses, result in losses, or limit our growth.”

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. Data sources such as those we license and

those we obtain via our business operations may become unavailable and limit our ability to 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 losses

and limit our growth. For example, we may use and market our use of AI Technologies in a manner that changes over time due

to model error rates, staffing issues, compute limitations, or other developments that make prior marketing of our use of AI

Technologies inaccurate, and given the speed of these changes, not inform investors of these changes before they go into effect.

AI Technologies and their current and potential future applications, including in the private investment and financial

sectors, continue to rapidly evolve, and our use of AI Technologies may require compliance with legal or regulatory

frameworks that are not fully developed 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

the use of AI Technologies or threaten to limit or eliminate our ability to use AI Technologies. It is impossible to predict the full

extent of current or future risks related thereto.

Risks Related to Regulation and Litigation

Rapidly developing and changing global data security and privacy laws and regulations could increase compliance costs and

subject us to enforcement risks and reputational damage.

We and our funds’ portfolio companies are subject to various risks and costs associated with the collection, storage,

transmission, and other processing of personal data. This personal data is wide ranging and relates to our investors, employees,

contractors, and other counterparties and third parties. Any inability, or perceived inability, even if unfounded, by us to

adequately address privacy concerns, or comply with applicable privacy laws, regulations, policies, industry standards, or

related contractual obligations, even if unfounded, could result in regulatory and third-party liability, increased costs,

disruptions to business and operations, and reputational damage.

Data security and privacy compliance obligations to which we are subject impose compliance costs on us, which could

increase significantly as laws and regulations evolve globally. Our compliance obligations include those relating to U.S. laws

and regulations, including, among others, state regulations such as the California Privacy Rights Act (“CPRA”), which provides

for enhanced consumer protections for California residents, a private right of action for data breaches and statutory fines, and

damages for data breaches or other California Consumer Privacy Act (“CCPA”) violations, as well as a requirement of

“reasonable” cybersecurity. At the U.S. federal level, the SEC has adopted amendments to Regulation S-P that took effect in

December 2025. These amendments impose operationally challenging notification requirements and deadlines and obligations

to implement written policies and procedures to govern oversight of service providers that will likely increase associated

compliance costs.

Our compliance obligations also include those relating to foreign data collection and privacy laws, including, for

example, the GDPR and U.K. Data Protection Act, as well as laws in many other jurisdictions globally, including Switzerland,

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Japan, Hong Kong, Singapore, India, China, Australia, Canada, and Brazil. Global laws in this area are rapidly increasing in the

scale and depth of their requirements, and are also often extra-territorial in nature. In addition, a wide range of regulators and

private actors are seeking to enforce these laws across regions and borders. We also frequently have privacy compliance

requirements as a result of our contractual obligations with counterparties. These legal, regulatory, and contractual obligations

heighten our data protection and privacy obligations in the ordinary course of conducting our business in the United States and

internationally.

Any inability, or perceived inability, by us or our funds’ portfolio companies to adequately address data protection or

privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual

obligations, or other legal obligations, even if unfounded, could result in significant legal, regulatory, and third-party liability,

increased costs, disruption of our and our funds’ portfolio companies’ business and operations, and a loss of client (including

investor) confidence and other reputational damage. Many regulators have indicated an intention to take more aggressive

enforcement actions regarding data privacy matters, and private litigation resulting from such matters is increasing and resulting

in progressively larger judgments and settlements. In particular, the SEC’s stated examination priorities include an intended

focus on adviser’s policies and procedures, internal controls, oversight of third-party vendors, and governance practices as it

pertains to the safeguarding of customer records. Moreover, as new data protection and privacy-related laws and regulations are

implemented, the time and resources needed for us and our funds’ portfolio companies to comply with such laws and

regulations continues to increase and become a significant compliance workstream.

Extensive regulation of our business affects our activities and creates the potential for significant liabilities and penalties,

and could result in additional burdens on our business.

Our business is subject to extensive regulation, including periodic examinations, inquiries, and investigations, by

governmental agencies and self-regulatory organizations in the jurisdictions in which we operate around the world. These

authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in

specific circumstances to cancel, permissions to carry on particular activities. Many of these regulators, including U.S. and

foreign government agencies and self-regulatory organizations, as well as state securities commissions in the United States, also

are empowered to conduct examinations, inquiries, investigations, and administrative proceedings that can result in fines,

suspensions of personnel, changes in policies, procedures, or disclosure or other sanctions, including censure, the issuance of

cease-and-desist orders, the suspension or expulsion of a broker-dealer or investment adviser from registration or memberships,

or the commencement of a civil or criminal lawsuit against us or our personnel.

In recent years, the financial services industry has been the subject of heightened scrutiny, 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 committees, fiduciary standards of conduct, financial technologies, and compliance with the SEC’s

recently adopted rules, including those referenced herein.

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 also are regularly subject to requests for information, inquiries, and informal or formal investigations by the SEC

and other regulatory authorities, with which we routinely cooperate, and which have included review of historical practices that

were previously examined. Such investigations previously have and may in the future result in penalties and other sanctions.

SEC actions and initiatives can have an adverse effect on our financial results, including as a result of the imposition of a

sanction, a limitation on our or our personnel’s activities, or changing our historic practices. Even if an investigation or

proceeding did not result in a sanction, or the sanction imposed against us or our personnel by a regulator were small in

monetary amount, the adverse publicity relating to the investigation, proceeding, or imposition of these sanctions could harm

our reputation and cause us to lose existing clients or fail to gain new clients.

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Certain states and other regulatory authorities have required investment managers to register as lobbyists, and we have

registered as such in a number of jurisdictions. Other states or municipalities may consider similar legislation or adopt

regulations or procedures with similar effect. These registration requirements impose significant compliance obligations on

registered lobbyists and their employers, which may include annual registration fees, periodic disclosure reports, and internal

recordkeeping.

Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of

increased regulatory focus could result in additional burdens and expenses on our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in 2010, has

imposed significant changes on almost every aspect of the U.S. financial services industry, including aspects of our business.

For example, the Dodd-Frank Act added section 13 to the BHC Act, commonly referred to as the “Volcker Rule,” which

restricts relationships and activities of banking organizations with certain private equity funds and hedge funds. Among other

things, the Volcker Rule (together with its implementing regulations) generally prohibits, subject to certain exceptions, any

“banking entity” (generally defined as (i) any insured depository institution, subject to certain exceptions including for a

depository institution that (together with every company that controls it) has $10 billion or less in total consolidated assets and

trading assets and liabilities that are less than 5% of total consolidated assets, (ii) any company that controls such an institution,

(iii) a non-U.S. bank that is treated as a bank holding company for purposes of U.S. banking law, and (iv) any affiliate or

subsidiary of the foregoing entities) from sponsoring, investing in, or conducting certain activities with a fund that is not subject

to the provisions of the 1940 Act in reliance solely upon either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. The Volcker

Rule also authorizes the imposition of additional capital requirements and certain other quantitative limits on such activities

engaged in by certain nonbank financial companies that have been determined to be systemically important by the FSOC and

subject to supervision by the Federal Reserve, although such entities are not expressly prohibited from sponsoring or investing

in such funds.

In addition, the Dodd-Frank Act imposes a regulatory structure on the “swaps” market, including requirements for

clearing, exchange trading, capital, margin, reporting, and recordkeeping. The CFTC has finalized many rules applicable to

swap market participants, including business conduct standards for swap dealers, reporting and recordkeeping, mandatory

clearing for certain swaps, exchange trading rules applicable to swaps, initial and variation margin requirements for uncleared

swap transactions, and regulatory requirements for cross-border swap activities. These requirements could reduce market

liquidity and adversely affect our business, including by reducing our ability to enter swaps.

The Dodd-Frank Act also authorizes federal regulatory agencies to review and, in certain cases, prohibit compensation

arrangements at financial institutions that give employees incentives to engage in conduct deemed to encourage inappropriate

risk taking by covered financial institutions. On May 16, 2016, the SEC and other federal regulatory agencies proposed a rule

that would apply requirements on incentive-based compensation arrangements of “covered financial institutions,” including

certain registered investment advisers and broker-dealers above a specific asset threshold. This rule, if adopted, could limit our

ability to recruit and retain investment professionals and senior management executives. However, the proposed rule remains

pending and may be subject to significant modifications. In addition, as directed under the Dodd-Frank Act, on October 26,

2022, the SEC adopted final rules under which companies listed on the NYSE and Nasdaq are required to adopt “clawback”

policies that mandate recovery by companies of certain incentive-based compensation awarded to current and former executives

in the event of an accounting restatement.

Our investment adviser affiliates and subsidiaries are required to comply with a variety of periodic reporting and

compliance-related obligations under applicable federal and state securities laws (including, without limitation, the obligation of

such investment adviser and other affiliates to make regulatory filings with respect to the funds and their activities under the

Advisers Act (including, without limitation, Form ADV or Form PF)). Relatedly, we may be required to provide certain

information regarding some of the investors in our funds to regulatory agencies and bodies to comply with applicable laws and

regulations, including the U.S. Foreign Corrupt Practices Act, as amended (“FCPA”) and Freedom of Information Act. In light

of the heightened regulatory environment in which we operate and the regulations applicable to private investment funds and

their investment advisors, it has become increasingly expensive and time-consuming for us and the funds to comply with such

regulatory reporting and compliance-related obligations. For example, Form PF, a confidential form relating to reporting by

private funds and intended to be used for systemic risk oversight purposes, requires that our investment advisers report financial

and other information regarding the funds and their investments. Further changes to any required regulatory reporting with

respect to the funds or our investment advisers could increase the time, costs, and expenses associated therewith. The SEC has

also adopted new or amended rules, some of which remain subject to delays or challenges, that accelerate the filing deadlines

for companies to make filings of beneficial ownership and expand the scope of instances where such a filing is required, require

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certain asset managers to file with the SEC on a monthly basis certain data related to their short sales activity, and require

annual reporting of how they voted on say-on-pay proxy matters.

Increases in the regulations applicable to private investment funds generally or the funds and/or our investment

advisers in particular, only some of which are further described herein, may result in increased expenses, which are expected to

be material, associated with the fund’s activities and additional resources of our investment advisers being devoted to such

regulatory reporting and compliance-related obligations, which may have an adverse effect on us and our operations.

The SEC has also adopted, and has proposed, or may propose, amended rules that would apply to market participants

that we regularly interact with as counterparties or to our other business activities, including broker-dealers’ execution of trades

and clearance and settlement of trades. These rules could affect our business by making it more costly financially or

burdensome for us to engage in certain business transactions. In addition, the SEC has also delayed or postponed the

implementation of previously adopted rules, which creates some uncertainty as to when certain rules will go into effect or

whether such rules will be reproposed or revisited, including with modifications.

In September 2023, the SEC adopted amendments to its fund names rule to require that funds subject to the Investment

Company Act of 1940 whose names suggest that its investments incorporate one or more ESG factors must adopt a policy to

invest at least 80% of their assets consistently with this policy. The compliance date for this amendment to the names rule has

been delayed until at least June 2026 for larger fund complexes.

In August 2024, FinCEN issued a final rule that requires certain investment advisers, including registered investment

adviser, to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”)

program and file certain reports, such as suspicious activity reports, with FinCEN and to maintain additional records related to

such activities. The SEC has been delegated responsibility for examining investment advisers’ compliance with these

requirements. On July 21, 2025, FinCEN announced its intention to delay the implementation of the AML/CFT rule until

January 1, 2028, and to revisit the scope of both the AML/CFT rule and a related proposed rule establishing customer

identification program rule requirements for investment advisers. These types of AML/CFT rules, if and when they become

effective, may impose substantial regulatory obligations related to AML/CFT on our business and may result in increased

compliance costs and expenses borne by us, our investment advisers and our funds.

Any current or future proposed rulemakings or rule amendments by the SEC, if adopted, may result in material

alterations to how Carlyle operates its business, and there can be no assurance that such alterations will not have an adverse

effect on Carlyle, its investment advisers, and its funds. The incremental costs of compliance by us, our investment advisers, or

our funds with any new SEC rules may be significant. In particular, any new rules could have a significant effect on registered

investment advisers, including those to private funds, such as Carlyle and our investment advisers, and their operations,

including increasing compliance burdens and associated regulatory costs; increasing litigation risk; reducing the ability to

receive certain expense reimbursements in certain circumstances; increasing the risk of regulatory action, fines, penalties, or

public regulatory sanctions; increasing the cost and availability of reporting; and reducing the availability of service providers

and counterparties and/or increasing the costs associated with obtaining and maintaining relationships with service providers

and counterparties for us, our investment advisers and our funds. Such changes may also result in modifications to our practices

and risk appetite in respect of our investment programs and other operations, which for example, could negatively impact

decision-making and fund performance. In addition, increased disclosure obligations are likely to result in Carlyle, our

investment advisers, and our funds incurring higher costs if such new disclosure obligations require it to spend more time, hire

additional personnel, or buy new technology to comply effectively. Further, new rulemaking could also increase the cost of

insurance, specifically D&O and E&O insurance, or may even make such insurance coverage unavailable.

In addition, existing rules and future rule changes could increase our risk of exposure to additional regulatory scrutiny,

litigation, censure, and penalties for noncompliance or perceived noncompliance, which in turn would be expected to adversely

(potentially materially) affect us and our reputation and to negatively impact our ability to conduct business.

Various federal, state and local agencies have in the past, and may in the future, focus on the role of placement agents,

finders, and other similar service providers in the context of investment by public pension plans and other similar entities,

including investigations and requests for information and, in connection therewith, new and/or proposed rules and regulations in

this arena may increase the possibility that our investment advisers and their affiliates may be exposed to claims and/or actions

that could require an investor to withdraw from a fund. In addition, our investment advisers are subject to Rule 206(4)-5 under

the Advisers Act regarding “pay to play” practices by investment advisers involving campaign contributions and other

payments to government clients and elected officials able to exert influence on such clients. Our broker-dealer entities are

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subject to similar regulations promulgated by FINRA. Any failure on our part to comply with these rules (or similar state or

other rules adopted now or in the future) could expose us to significant penalties, loss of fees, and reputational damage.

There has been growing regulatory interest, particularly in the U.S., UK, and EU (which may be looked to as models

in growth markets), in improving transparency around the role of sustainability in asset managers and issuers’ investment

processes, in order to allow investors to scrutinize, validate and better understand sustainability claims. We, our affiliates, our

funds, and their portfolio companies may be subject to disclosure laws and regulations related to a range of sustainability

matters, including, but not limited to, greenhouse gas emissions; climate change risks; and human rights matters. Impacts may

include those connected with an entity’s own operations and upstream and downstream value chain, including through its

products and services, as well as through its business relationships (the “Sustainability Disclosure Laws”). Compliance with the

Sustainability Disclosure Laws may require the implementation of or changes to systems and procedures for the collection and

processing of relevant data and related internal and external controls, changes to management and/or operational obligations,

and dedication of substantial time and financial resources. The compliance burden and related costs may increase over time.

Failure to comply with applicable Sustainability Disclosure Laws may lead to investigations and audits, fines, other

enforcement action or liabilities, or reputational damage. The SEC has previously brought enforcement actions based on ESG

marketing and disclosures not matching actual investment processes and controls, and there could continue to be enforcement

activity in this area in the future. At the same time, regulators and other stakeholders have increasingly expressed or pursued

opposing views, legislation, and investment expectations with respect to sustainability and diversity, equity, and inclusion

initiatives, including the enactment or proposal of “anti-ESG” and “anti-DEI” legislation or policies. If our practices do not

meet evolving stakeholders’ expectations and standards, or if we are unable to satisfy all stakeholders, our reputation, ability to

attract or retain employees, financial condition, results of operations, and cash flows could be negatively impacted. We,

together with our affiliates, funds, and their portfolio companies, could become subject to additional regulation and/or risk of

regulatory scrutiny in the future, and we cannot guarantee that our current approach will meet future regulatory requirements,

reporting frameworks, or best practices, increasing the risk of related enforcement. Compliance with new requirements also

may lead to increased management burdens and costs for us.

The current regulatory environment in the United States may be impacted by future legislative developments.

Financial services regulation, including regulations applicable to our business, has increased significantly in recent years, and

may in the future be subject to further enhanced governmental scrutiny and/or increased regulation, including resulting from

changes in U.S. executive administration or Congressional leadership. On January 20, 2025, Donald J. Trump and JD Vance

became President and Vice President of the United States, respectively. The nature, timing, and economic effects of potential

future changes to the current legal and regulatory framework affecting financial institutions under the Trump administration is

highly uncertain. None of Carlyle or our affiliates can predict the ultimate impact of the foregoing on us, our business and

investments, or the private equity industry generally, and any prolonged uncertainty could also have an adverse impact on our

business and funds. Future changes may adversely affect our operating environment and therefore our business, operating costs,

financial condition and results of operations. In addition, an extended federal government shutdown resulting from failing to

pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions

limiting or delaying deferral government spending, may negatively impact U.S. or global economic conditions, including

corporate and consumer spending, and liquidity of capital markets.

Carlyle is subject to extensive regulation, including periodic examinations, by governmental agencies and self-

regulatory organizations in the jurisdictions in which it operates around the world. These authorities have regulatory powers

dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel,

permissions to carry on particular activities. Many of these regulators, including U.S. and foreign government agencies and

self-regulatory organizations, as well as state securities commissions in the United States, are also empowered to conduct

investigations and administrative proceedings that can result in fines, suspensions of personnel, changes in policies, procedures,

or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of a

broker-dealer or investment adviser from registration or memberships, or the commencement of a civil or criminal lawsuit

against Carlyle or our personnel. Moreover, the SEC has specifically focused on the private investment fund industry. Carlyle is

regularly subject to examinations and requests for information and informal or formal investigations by the SEC and other

regulatory authorities, with which we routinely cooperate and, in the current environment, even historical practices that have

been previously examined are being revisited. Even if an investigation or proceeding did not result in a sanction or the sanction

imposed against Carlyle or our personnel by a regulator were small in monetary amount, the adverse publicity relating to the

investigation, proceeding or imposition of these sanctions could harm Carlyle and our funds. While it is difficult to predict what

impact, if any, the foregoing may have, there can be no assurance that any of the foregoing, whether applicable to Carlyle

specifically, our investment advisers or our funds, would not have a material adverse effect on our funds and their ability to

achieve their investment objectives.

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It is difficult to determine the full extent of the impact on us of any new laws, regulations, or initiatives that may be

proposed or whether any of the proposals will become law. Any changes in the regulatory framework applicable to our

business, including the changes described above, may impose additional costs on us, impact our ability to generate revenue,

require the attention of our senior management, or result in limitations on the manner in which we conduct our business. There

may also be an increase in regulatory investigations of the trading and other investment activities of private funds, including our

investment funds. Compliance with any new laws or regulations could make compliance more difficult and expensive, affect

the manner in which we conduct our business, and adversely affect our profitability. Moreover, existing rules and future rule

changes could increase our risk of exposure to additional regulatory scrutiny, litigation, censure, and penalties for

noncompliance or perceived noncompliance, which in turn would be expected to adversely (potentially materially) affect us and

our reputation and to negatively impact our ability to conduct business. This, in turn, may increase the need for broader

insurance coverage by fund managers, including us.

Regulatory initiatives in jurisdictions outside the United States could adversely affect our business.

Similar to the environment in the United States, the current environment in jurisdictions outside the United States in

which we operate, in particular the EU and the UK, has become subject to an expanding body of regulation. Governmental

regulators and other authorities in the EU and the UK have proposed or implemented a number of initiatives and additional

rules and regulations that could adversely affect our business.

Prudential regimes for EU and UK investment firms. From June 26, 2021, the Investment Firm Regulation and the

Investment Firm Directive (together, “IFR/IFD”) replaced the prudential framework that applied previously to EU investment

firms. IFR/IFD represented a complete overhaul of “prudential” regulation (i.e., capital adequacy, liquidity adequacy,

governance, remuneration policies and practices, public transparency, and regulatory reporting) in the EU and substantially

increased regulatory capital requirements for certain investment firms and imposed more onerous remuneration rules, and

revised and extended internal governance, disclosure, reporting, liquidity, and group “prudential” consolidation requirements

(among other things). IFR/IFD affects AlpInvest BV, one of our subsidiaries, because it is an alternative investment fund

manager in the Netherlands with MiFID top-up permissions to provide investment services. It is possible that, in the future,

CIM Europe also may have to comply with IFR/IFD in relation to its MiFID top-up permissions; however, Luxembourg does

not currently apply the regime to AIFMs with MiFID top-ups.

The UK implemented its own version of IFR/IFD, the Investment Firms Prudential Regime (the “IFPR”), which took

effect from January 1, 2021. The IFPR applies to our subsidiaries that are UK investment firms under the post-Brexit UK-

assimilated Markets in Financial Instruments Directive (as restated, “MiFID II”), namely CECP, CELF, and AlpInvest UK.

Under the IFPR, among other requirements, CECP, CELF, and AlpInvest UK are required to maintain a more onerous policy

on remuneration, set an appropriate ratio between the variable and fixed components of total remuneration, and meet

requirements on the structure of variable remuneration. These requirements may make it more difficult for us to attract and

retain staff in certain circumstances. IFPR also resulted in increased regulatory capital and liquidity adequacy requirements for

CECP, in particular, which may continue to increase the costs of doing business and may impede intra-group capital and cash

flows. Further changes to prudential requirements and remuneration that are likely to be relevant to CECP, CELF, and

AlpInvest UK are expected.

AIFMD. The AIFMD was implemented in most jurisdictions in the EEA on July 22, 2014. The AIFMD regulates

alternative investment fund managers (“AIFMs”) established in the EEA that manage alternative investment funds (“AIFs”).

The AIFMD also regulates and imposes regulatory obligations in respect of the marketing in the EEA by AIFMs (whether

established in the EEA or elsewhere) of AIFs (whether established in the EEA or elsewhere). The UK implemented AIFMD

while it was still a member of the EU and assimilated it into UK law, such that similar requirements continue to apply in the UK

notwithstanding Brexit. Abingworth is authorized in the UK as an AIFM by the FCA. AlpInvest BV, one of our subsidiaries,

obtained authorization in 2015 and is licensed as an AIFM in the Netherlands. Moreover, in 2014, one of our subsidiaries,

Carlyle Real Estate SGR S.p.A, was registered as an AIFM in Italy and in 2018, one of our subsidiaries, CIM Europe, obtained

authorization as an AIFM in Luxembourg.

In April 2024, AIFMD II was adopted and published in the Official Journal, and comes into effect from April 16,

2026, subject to grandfathering periods for certain requirements. AIFMD II imposes a number of amendments to the AIFMD,

including more onerous delegation requirements, enhanced substance requirements, additional liquidity management provisions

for AIFMs to the extent that they manage open-end AIFs, and revised regulatory reporting and investor disclosures

requirements. It also imposes significant new requirements relating to the activities of funds that originate loans (which may

affect a number of our funds), including new restrictions on the structure that such funds may take and leverage limits for funds

with material loan origination activities.

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In addition, AIFMD II introduces new conditions for non-EEA AIFMs, such as certain of our U.S. affiliates, to be able

to make use of the national private placement regimes of EEA states, including a condition that the jurisdiction(s) of the AIFM

and any relevant AIF(s) have not been identified as non-cooperative third countries for tax purposes nor deemed by the EU not

to comply fully with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and

thereby to ensure an effective exchange of information in tax matters. This gives rise to a risk that certain of our AIFs may not

be able to take advantage of such regimes to raise capital from EEA investors, potentially with little notice.

Given the significance of AIFMD II as well as its potential impact on the European fund industry framework, we

continue to consider its potential impact on our business, particularly with regard to our funds that engage in loan origination,

delegation of certain AIFM duties to third-countries that may affect both operating models of CIM Europe and AlpInvest BV,

any extension of the directive to third country firms, and a push towards harmonization of the Collective Investment in

Transferable Securities (“UCITS”) and AIFMD frameworks. AIFMD II has the potential to limit market access for our non-EU

funds. Moreover, compliance with AIFMD II may, among other things, increase the cost and complexity of raising capital, slow

the pace of fundraising, limit operations, increase operational costs, and disadvantage our investment funds as bidders for and

potential owners of private companies located in the EEA when compared to non-AIF/AIFM competitors. The changes in

AIFMD II will not be directly replicated in the UK. However, the FCA and HM Treasury are progressing their own reforms to

the UK’s domestic version of AIFMD in 2026, which is expected to increase divergence between the UK and EU regimes and

may increase our operational costs in the future.

CBDF Directive and CBDF Regulation. In August 2021, two main legislative instruments, Directive (EU) 2019/1160

(the “CBDF Directive”) and Regulation (EU) 2019/1156 (the “CBDF Regulation”), came into effect. The CBDF Regulation

and CBDF Directive lay out, among other things, general principles to be adhered to by fund managers when drafting pre-

marketing and marketing communications. The legislative instruments also harmonized the pre-marketing requirements across

the EEA by requiring EU AIFMs to notify their local regulator of their intention to pre-market in certain EEA jurisdictions

within two weeks of pre-marketing having begun. These directives and regulations apply to CIM Europe and AlpInvest BV.

Certain EEA jurisdictions may also allow non-EU AIFMs to submit such notifications and pre-market AIFs.

EU Market Integration Package. On December 4, 2025, the European Commission published a set of wide-ranging

legislative proposals which have collectively been labelled the “Market Integration Package” or “MIP.” The MIP proposals

have the overall objective of further integrating EU financial markets by breaking down barriers to cross-border business. In

addition, the MIP proposals set out to amend (amongst other legislation) AIFMD and the CBDF Directive and the CBDF

Regulation. The MIP proposals are also aimed at harmonizing key obligations that affect market participants operating in the

EU, including marketing and pre-marketing, cross border management of AIFs, delegation and operating requirements, and

investor disclosures and reporting. Although the MIP proposals are intended to reduce complexity, they could have an impact

on the operating requirements of EU AIFMs, including CIM Europe and AlpInvest BV, with respect to potential rules of

conduct and prudential rules, which if implemented in their current form, could increase our compliance costs in future. The

MIP proposals are expected to come into effect, at the earliest, in the second half of 2027.

Solvency II. The European solvency framework and prudential regime for insurers and reinsurers, under the Solvency

II Directive 2009/138/EC (“Solvency II”), took effect in full on January 1, 2016. Solvency II is a regulatory regime that

imposes economic risk-based solvency requirements across all EU member states and consists of three pillars: Pillar I,

quantitative capital requirements, based on a valuation of the entire balance sheet; Pillar II, qualitative regulatory review, which

includes governance, internal controls, enterprise risk management, and supervisory review process; and Pillar III, market

discipline, which is accomplished through reporting of the insurer’s financial condition to regulators and the public. Solvency II

is supplemented by European Commission Delegated Regulation (E.U.) 2015/35 (the “Delegated Regulation”), other European

Commission “delegated acts” and binding technical standards, and guidelines issued by the European Insurance and

Occupational Pensions Authority. The Delegated Regulation sets out detailed requirements for individual insurance and

reinsurance undertakings, as well as for groups, based on the overarching provisions of Solvency II, which together make up the

core of the single prudential rulebook for insurance and reinsurance undertakings in the European Union.

Solvency II sets out stronger capital adequacy and risk management requirements for European insurers and reinsurers

and, in particular, dictates how much capital such firms must hold against their liabilities and introduces a risk-based

assessment of those liabilities. In addition, Solvency II imposes, among other things, substantially greater quantitative and

qualitative capital requirements for insurers and reinsurers as well as other supervisory and disclosure requirements. While we

are not subject to Solvency II, many of our European insurer or reinsurer fund investors are subject to this directive, as applied

under applicable domestic law. Solvency II also may impact insurers’ and reinsurers’ investment decisions and their asset

allocations. Moreover, insurers and reinsurers are subject to more onerous data collation and reporting requirements. As a

result, Solvency II may have an adverse indirect effect on our businesses by, among other things, restricting the ability of

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European insurers and reinsurers to invest in our funds and imposing on us extensive disclosure and reporting obligations for

those insurers and reinsurers that do invest in our funds. On September 22, 2021, the European Commission published proposed

legislation to amend the Solvency II Directive, which was subsequently approved by the European Parliament and the Council

of the EU. The amending directive was published on January 8, 2025, and its measures take effect (at the latest) from January

30, 2026. The new provisions are aimed at helping insurers to provide more long-term financing for the real economy,

simplifying the rules for smaller and less complex insurers, and maintaining a robust supervisory framework. These

amendments are not expected to be implemented in the UK. Post-Brexit, Solvency II was assimilated into UK law and has

undergone its own reform to simplify the administrative and reporting requirements, reduce costs and widen the categories of

assets which insurers can hold in their portfolios, which entered into force by December 31, 2024. It is unclear at this stage the

extent to which the amendments to Solvency II in the EU and the UK will have an indirect effect on our businesses.

MiFID II. The recast Markets in Financial Instruments Directive and Markets in Financial Instruments Regulation

(collectively referred to as “MiFID II”) came into effect on January 3, 2018. Although the UK has now withdrawn from the EU,

its rules implementing the recast Markets in Financial Instruments Directive continue to have effect and the Markets in

Financial Instruments Regulation has been assimilated into UK law (subject to certain amendments to ensure it operates

properly in a UK-specific context). MiFID II amended the then-existing MiFID regime and, among other requirements,

introduced new organizational and conduct of business requirements for investment firms in the EEA. Certain requirements of

MiFID II also apply to AIFMs with a MiFID “top-up” permission, such as AlpInvest BV and CIM Europe.

MiFID II extended MiFID requirements in a number of areas such as the receipt and payment of inducements

(including investment research), suitability and appropriateness assessments, conflicts of interest, record-keeping, costs and

charges disclosures, best execution, product design and governance, and transaction and trade reporting. Under MiFID II,

national competent authorities also are required to establish position limits in relation to the maximum size of positions that a

relevant person can hold in certain commodity derivatives. The limits apply to contracts traded on trading venues and their

economically equivalent OTC contracts. The position limits established, as amended from time to time, and our ability to rely

on any exemption thereunder may affect the size and types of investments we may make. Failure to comply with MiFID II and

its associated legislative acts could result in sanctions from national regulators, the loss of market access, and a number of other

adverse consequences that would have a detrimental impact on our business. Certain aspects of MIFID II and Markets in

Financial Instruments Regulations (“MiFIR”) are subject to review and change in both the EU and the UK.

Swiss Marketing Regulations. The Swiss Financial Services Act (FinSA) and the Financial Institution Act (FinIA)

came into force on January 1, 2020, with a transition period that ended on December 31, 2021. FinSA seeks to protect clients of

financial service providers and to establish comparable conditions for the provision of financial services by financial service

providers (FSP), and thus contributes to enhancing the reputation and competitiveness of Switzerland’s financial center. FinIA

introduces coordinated supervision for the various categories of financial institutions: portfolio managers, trustees, managers of

collective assets, fund management companies, and securities firms. The Swiss regulations have an impact on the offering and

marketing foreign investment fund shares into Switzerland on a cross-border basis and creates new requirements for financial

service providers.

Anti-Money Laundering. The EU and UK anti-money laundering (“AML”) and counter-terrorist financing (“CTF”)

rules regulate our obligations in respect of customer due diligence measures (“CDD”), among other requirements. Both the EU

and UK regimes are subject to change. A new EU AML and CTF framework is expected to replace the existing Fourth Money

Laundering Directive (EU) 2015/849 (“MLD4”) and to be fully operational by 2028. The new framework seeks to establish a

central European authority for Anti-Money Laundering and Countering the Financing of Terrorism (“AMLA”) and a single EU

AML and CTF rulebook, including more granular and directly applicable rules on CDD. MLD4 is intended to be replaced by

Directive (EU) 2024/1640 (“MLD6”) and Regulation (EU) 2024/1624 (“AML Regulation”), both of which shall apply from

July 10, 2027. Further details are to be included in the form of Regulatory Technical Standards, many of which are expected to

be finalized, at the earliest, in 2026, and to impact our policies and practices. The UK is not implementing equivalent EU

reforms and has consulted separately on amendments to the UK’s AML/CTF regime. Further divergence between the UK and

EU rules relating to AML/CTF is expected, which we continue to monitor and assess and could increase our operating costs.

UK Anti-Fraud Laws. The UK’s Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) has created a

new offense of “failure to prevent fraud” (“FTPF”), which came into effect on September 1, 2025. This new offense is broadly

modeled on existing offenses for “failure to prevent bribery” and “failure to prevent the facilitation of tax evasion.” The FTPF

offense imposes criminal liability on bodies corporate and partnerships meeting specified size thresholds (i.e. “large

organizations”) where an “associate” (i.e., employee, agent, subsidiary undertaking, or person who provides services for or on

behalf of the organization) commits a UK fraud offense. The relevant body will have a defense where it has in place reasonable

fraud prevention policies and procedures (or if it was not reasonable to expect the body to have any prevention procedures in

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place). ECCTA uses complex definitions and, as such, certain of our fund structures and portfolio companies could be in scope.

We continue to consider the potential impact of FTPF on our business and policies and procedures via our periodic risk

assessment processes.

Securitization Regulation. Regulation (EU) 2017/2402 (the “Securitization Regulation”) is a framework for European

securitizations, which came into effect on January 1, 2019. There is a risk that a non-EU AIFM that markets funds in the EU

that invest in securitization positions could be within scope of certain requirements under the Securitization Regulation. To the

extent a non-EU AIFM is within the scope of the Securitization Regulation, it could only hold a securitization exposure where

the originator, sponsor, or original lender retains 5% of the securitization. If our non-EU AIFMs fall within the scope of the

Securitization Regulation, it could affect the asset values of certain of our funds, force divestment of certain assets at depressed

prices, and increase the operating cost of our CLOs. The UK adopted the Securitization Regulation notwithstanding Brexit but

has since diverged to create a UK-specific regime. The UK’s Securitization Regulations 2024 (“UK Securitization Regulation”)

came into force on November 1, 2024, with transitional provisions applicable to earlier securitizations. The UK Securitization

Regulation differs from the EU’s version in a number of ways, including with respect to due diligence, transparency, and risk-

retention rules. We will continue to monitor the potential application of both the EU and UK securitization regulations to our

investment activities and entities within the group.

ESG and Sustainable Finance Regulation. New regulatory initiatives related to ESG and sustainable finance that are or

will be applicable to us, our funds, and their portfolio companies could adversely affect our business. Our funds and entities are

subject to the EU Sustainable Finance Disclosure Regulation (2019/2088) (the “SFDR”) and a regulation on the establishment

of a framework to facilitate sustainable investment (2020/852) (the “Taxonomy Regulation”). The SFDR requires transparency

with regard to the integration of sustainability risks, the consideration of adverse sustainability impacts, and the provision of

sustainability-related information with respect to alternative investment funds. The Taxonomy Regulation contains criteria for

determining whether economic activities qualify as environmentally sustainable. For that purpose, in-scope asset managers are,

among other things, required to disclose the degree to which financial products invest in environmentally sustainable

investments. Such regulation and guidance are evolving and compliance with new requirements may create additional

compliance burdens and costs to our funds and business, including in respect of SFDR, where the European Union is

undertaking a legislative process to reform SFDR and related regulations.

On November 20, 2025, the European Commission published its proposals for amending the SFDR, which are

commonly referred to as “SFDR 2.0.” These proposals introduce a formal labeling regime subject to eligibility requirements,

among other requirements. SFDR 2.0 is progressing through the EU’s legislative process and is subject to change. The revised

framework will likely be operational in 2028, at the earliest. It is unclear to what extent the changes proposed by SFDR 2.0

could impact our funds, including their investment strategies and portfolio composition in the future. Our funds may be required

to be categorized by reference to different criteria under SFDR 2.0, which may adversely impact future capital raising from

investors and investment returns. Compliance with any new requirements may lead to increased management burdens and costs,

and we cannot guarantee that our current approach to compliance will meet future regulatory requirements, reporting

frameworks, or best practices, which could increase the risk of related enforcement actions.

Commission Delegated Regulation (EU) 2021/1255 amended Delegated Regulation (EU) 231/2013 to require that

sustainability risks are integrated into the investment decision-making, risk management, and compliance functions and

processes of EU AIFMs. These requirements became effective and have applied to us since August 2022. Commission

Delegated Regulation (EU) 2021/1253, amending Regulation (EU) 2017/565, requires, among other things, certain firms to

carry out a mandatory assessment of the sustainability preferences of clients, integrate sustainability into risk management

policies, and consider sustainability factors in the product approval and governance process, which also became effective and

have applied to us since August 2022.

Moreover, on January 5, 2023, the Corporate Sustainability Reporting Directive (“CSRD”) came into force. Broadly,

CSRD amends and strengthens the rules introduced on sustainability reporting for companies, banks, and insurance companies

under the Non-Financial Reporting Directive (2014/95/EU) (“NFRD”). CSRD was expected to require a much broader range of

companies to produce detailed and prescriptive reports on sustainability-related matters within their financial statements,

including large EU companies (including EU subsidiaries of non-EU parent companies), EU and non-EU-companies (including

small and midsize enterprises) with listed securities on EU-regulated markets (except micro-undertakings), and non-EU

companies with significant turnover and a legal presence on EU markets. However, on December 16, 2025, the European

Parliament approved the text of the “Sustainability Omnibus,” which includes amendments (among others) to the CSRD, which

are likely to remove many entities from scope of the reporting requirements. The final text is expected to be published in the

first half of 2026, and we are continuing to assess the impact of the changes on our business, funds and portfolio companies.

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The FCA introduced a regulatory framework that focused on implementing the recommendations of the Financial

Stability Board Taskforce on Climate-related Financial Disclosures (“TCFD”), in particular, by introducing mandatory TCFD-

aligned disclosure requirements for certain FCA authorized firms. These rules are set out in the ESG Sourcebook in the

Business Standards section of the FCA Handbook of Rules and Guidance (“ESG Sourcebook”). The rules capture certain asset

managers including, so far as relevant, certain private fund advisors such as CECP and investment portfolio managers such as

CELF, as well as insurers and FCA-regulated pension providers, with disclosures made annually by June 30, each year.

On November 28, 2023, the UK FCA published rules and guidance for sustainability disclosure requirements (“SDR”)

and sustainability labels for investment products (“PS23/16”), which specifies, among other requirements, an anti-greenwashing

rule and sustainability-related disclosure requirements in respect of certain financial products and firms. The rules have been

added to the ESG Sourcebook and focus on UK managers and UK-managed funds and do not cover overseas managers or

products marketed in the UK. However, the FCA has indicated that it may undertake a further consultation on expanding the

scope of these requirements to potentially cover portfolio managers (particularly discretionary wealth management services,

although the scope of the extension is unclear and could be much broader), overseas products, and pension products, which

could capture more substantively our UK advisors and non-UK entities in future. This regime diverges from other international

sustainability-related disclosure regimes, including the EU SFDR and the SEC proposals. We are monitoring these

developments, particularly how they may impact our businesses. Additional regulatory costs may be incurred if following an

extension, SDR materially applies to our UK or non-UK entities or funds in future. Such new rules may also have an impact on

our fund investment strategies and financial returns, as a result.

Compliance with sustainable finance frameworks of this nature, including the Taxonomy Regulation, the SFDR, and

CSRD, has and will continue to create an additional compliance burden and increased legal, compliance, governance, reporting,

and other costs to us, our funds, and their portfolio companies because of the need to collect certain information to meet the

disclosure requirements, the need to update or develop new policies and processes to meet regulatory requirements and

associated ESG commitments, claims, and initiatives, and changes to the manner in which we, our funds, or their portfolio

companies conduct business. In addition, where there are uncertainties regarding the operation of sustainable finance

frameworks, a lack of official, conflicting, or inconsistent regulatory guidance, a lack of established market practice, and/or data

gaps or methodological challenges affecting the ability to collect relevant data us and our portfolio companies may be required

to engage third-party advisors and/or service providers to fulfill the requirements, thereby exacerbating any increase in

compliance burden and costs.

Appointed Representative Arrangements. Appointed representative arrangements are an area of increased regulatory

focus in the United Kingdom. The FCA has reemphasized the need for principals to take effective responsibility for, and have

appropriate systems in place to adequately supervise, their appointed representatives. CECP is a principal firm that bears

responsibility for CIC. On December 8, 2022, the FCA updated the rules on appointed representatives, which include more

extensive obligations on principal firms, and we have updated our policies and procedures to take account of the amended rules

to ensure CIC and CECP remain compliant. In August 2025, HM Treasury published a policy statement on changes to the UK

Appointed Representatives regime confirming, among other things, that acting as principal for an appointed representative will

require FCA permission. It is currently unclear when such changes will come into effect, and we intend to continue to work

with external counsel and advisors to monitor any related developments and impacts on our business.

Leveraged Transactions. In May 2017, the European Central Bank (“ECB”) issued guidance on leveraged

transactions, which applies to significant credit institutions supervised by the ECB in member states of the Eurozone. Under the

guidance, credit institutions should have in place internal policies that include a definition of “leveraged transactions.” Loans or

credit exposures to a borrower should be regarded as leveraged transactions if: (i) the borrower’s post-financing level of

leverage exceeds a total debt to EBITDA ratio of 4.0 times, or (ii) the borrower is owned by one or more “financial sponsors.”

For these purposes, a financial sponsor is an investment firm that undertakes private equity investments in and/or leveraged

buyouts of companies. Following these guidelines, credit institutions in the Eurozone could in the future limit, delay, or restrict

the availability of credit and/or increase the cost of credit for our investment funds or portfolio companies involved in leveraged

transactions. This policy area remains under close scrutiny and further guidance could be issued on short notice in the future.

For example, the Bank of England’s Financial Stability Board, in 2024, issued its consultation report on leverage in non-bank

financial intermediation (“NBFI”) with policy recommendations for supervisory authorities to monitor and address financial

stability risks from leverage, including: public and private disclosures; activity-based measures such as minimum haircuts and

enhanced margining requirements; entity-based measures such as concentration and large exposure limits and leverage limits;

and adopting an approach of “same risk, same regulatory treatment” for NBFI leverage and leverage from other, similar

exposures.

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CSPD. In March 2018, the European Commission published a proposal for a directive governing credit servicers,

credit purchasers, and the recovery of collateral in connection with loans (the “Credit Servicers and Purchasers Directive” or

“CSPD”). The policy aim behind the CSPD is the development of a well-functioning secondary market for non-performing

loans. The CSPD was finalized and published in the Official Journal of the European Union on December 8, 2021, and entered

into force on December 28, 2021. Member states were required to adopt and apply measures implementing the CSPD by

December 30, 2023, and entities carrying on credit servicing activities from December 30, 2023, were required to obtain

authorization under the CSPD by June 29, 2024.

The CSPD applies to, among others, “credit servicers” and “credit purchasers” and imposes a number of requirements

relating to licensing, conduct of business, and provision of information. The definition of “credit servicer” in the Commission

proposal is sufficiently broad that it could be construed to include asset managers. The Directive limits the scope of the

requirements for credit servicers and credit purchasers to the servicing or purchasing of credit agreements originally issued by a

credit institution established in the European Union or its subsidiaries established in the European Union. This is subject,

however, to individual member state discretion. Such member states may choose to extend the CSPD requirements to credit

agreements that are not issued by an EU credit institution. Subject to the aforementioned potential extension of scope by

individual member states, the servicing of loans originally advanced by credit funds (rather than, for example, an EU bank) fall

outside the scope of the CSPD. Asset managers are unlikely to act as principal credit purchasers. However, they may purchase

in-scope credit agreements as agents on behalf of the funds or separately managed accounts for whom they are acting and

therefore may in practice be required to discharge the associated obligations on behalf of underlying clients. Compliance with

these rules could involve a material cost to our business.

Hong Kong Security Law. On June 30, 2020, the National People’s Congress of China passed a national security law

(the “National Security Law”), which criminalizes certain offenses including secession, subversion of the Chinese government,

terrorism, and collusion with foreign entities. The National Security Law also applies to nonpermanent residents. Although the

extra-territorial reach of the National Security Law remains unclear, there is a risk that the application of the National Security

Law to conduct outside Hong Kong by nonpermanent residents of Hong Kong could limit the activities of or negatively affect

us, our investment funds, and/or portfolio companies. The National Security Law has been condemned by the United States, the

United Kingdom, and several EU countries. The United States and other countries may take action against China, its leaders,

and leaders of Hong Kong, which may include the imposition of sanctions. Escalation of tensions resulting from the National

Security Law, including conflict between China and other countries, protests, and other government measures, as well as other

economic, social, or political unrest in the future, could adversely impact the security and stability of the region and may have a

material adverse effect on countries in which we, our investment funds, and portfolio companies or any of their respective

personnel or assets are located. In addition, any downturn in Hong Kong’s economy could adversely affect our financial

statements and our investments or could have a significant impact on the industries in which we participate, and may adversely

affect our operations, our investment funds, and portfolio companies, including the retention of investment and other key

professionals located in Hong Kong.

Chinese Regulations. In August 2014, the China Securities Regulatory Commission (the “CSRC”), the Chinese

securities regulator, promulgated the Interim Regulations on the Supervision and Administration of Private Investment Funds

(the “CSRC Regulations”). The CSRC Regulations adopt a broad definition of private investment funds, including private

equity funds. In accordance with the CSRC Regulations and other relevant PRC laws, regulations, and authorizations, the

CSRC has become the principal regulator of private equity funds in China. In December 2020, the CSRC further promulgated

Several Provisions on Strengthening the Regulation of Private Investment Funds, pursuant to which the CSRC strengthened its

regulations on private investment funds and private investment fund managers. In July 2023, the State Council of the People’s

Republic of China promulgated the first administrative regulation in the private fund (including private equity and venture

capital funds) sector in China, the Regulations on Supervision and Administration of Private Investment Funds, which took

effect in September 2023 and set out high-level principles and rules regarding major issues in the industry. CSRC has

designated the Asset Management Association of China (the “AMAC”), an industry body, with responsibility to introduce and

promote regulations toward a degree of self-regulation across private equity funds in China. In recent years, regulations,

directives, and guidelines from the AMAC have continued to regulate private investment funds incorporated in China, in

addition to the regulations and directives from the CSRC and the AMAC.

If a private equity fund wishes to accept commitment and/or capital contributions from a PRC governmental body or

authority, that fund also needs to subject itself (including specific conditions regarding the general partner and/or the private

investment fund manager) to the supervision of the National Development and Reform Commission (the “NDRC”) and the

supervision of local governments (if applicable). If a private equity fund wishes to accept commitment and/or capital

contributions from a PRC insurance company, that fund also needs to subject itself (including specific conditions regarding the

general partner and/or the private investment fund manager) to the supervision of the National Financial Regulatory

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Administration (the “NFRA”). In accordance with the NDRC’s regulations and local government regulations (if applicable) on

governmental fund of funds’ participation in equity investment funds, and/or the CBIRC’s regulations on insurance companies,

the private investment fund is subject to requirements relating to the industry focus, investment scope, investment restrictions,

return investment, risk control, and information disclosure. The general partner and/or the private investment fund manager are

also subject to additional restrictions and qualification requirements and are required to fulfill reporting and filing obligations to

the NDRC, the local governments (if applicable) and/or the NFRA (in addition to any reporting or filing obligations to the

CSRC, the AMAC, local financial bureaus, or others). These regulations may have an adverse effect on us and/or our renminbi

(RMB)-denominated investment funds by, among other things, increasing the regulatory burden and costs of raising money for

RMB-denominated investment funds if we admit investors that are regulated by the above regulators.

Data Privacy. Many foreign countries and governmental bodies, including the European Union and other relevant

jurisdictions where Carlyle and our portfolio companies conduct business, have laws and regulations concerning the collection

and use of PII and other data obtained from their residents or by businesses operating within their jurisdiction that are more

restrictive than, and could in some cases conflict with, those in the United States. See “Risks Related to Regulation and

Litigation—Rapidly developing and changing global data security and privacy laws and regulations could increase compliance

costs and subject us to enforcement risks and reputational damage” for more information.

Other Similar Measures. Our investment businesses are subject to risk that similar measures might be introduced in

other countries in which our investment funds currently have investments or plan to invest in the future, or that other legislative

or regulatory measures that negatively affect their respective portfolio investments might be promulgated in any of the countries

in which they invest. The reporting related to such initiatives may divert the attention of our personnel and the management

teams of our portfolio companies. Moreover, sensitive business information relating to us or our portfolio companies could be

publicly released. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our funds make

investments in companies that are based outside of the United States, which may expose us to additional risks not typically

associated with investing in companies that are based in the United States” and Item 1 “Business—Regulatory and Compliance

Matters.”

Laws and regulations on foreign direct investment applicable to us and our funds’ portfolio companies, both within and

outside the United States, may make it more difficult for us to deploy capital in certain jurisdictions or to sell assets to

certain buyers.

Several jurisdictions, including the United States, have restrictions on foreign direct investment pursuant to which their

respective heads of state and/or regulatory bodies have the authority to block or impose conditions with respect to certain

transactions, such as investments, acquisitions, and divestitures, if such transaction threatens to impair national security. In

addition, many jurisdictions restrict foreign investment in assets important to national security by taking steps including, but not

limited to, placing limitations on foreign equity investment, implementing investment screening or approval mechanisms, and

restricting the employment of foreigners as key personnel. These U.S. and foreign laws could limit our funds’ ability to invest

in certain businesses or entities or impose burdensome notification requirements, operational restrictions, or delays in pursuing

and consummating transactions. For example, CFIUS has the authority to review transactions that could result in potential

control of, or certain types of non-controlling investments in, a U.S. business or U.S. real estate by a foreign person. In recent

years, legislation has expanded the scope of CFIUS’ jurisdiction to cover more types of transactions and empower CFIUS to

scrutinize more closely investments in certain transactions. CFIUS may recommend that the President block, unwind, or impose

conditions or terms on such transactions, certain of which may adversely affect the ability of the fund to execute on its

investment strategy with respect to such transaction as well as limit our flexibility in structuring or financing certain

transactions. In addition, CFIUS or any non-U.S. equivalents thereof may seek to impose limitations on one or more such

investments that may prevent us from maintaining or pursuing investment opportunities that we otherwise would have

maintained or pursued, which could make it more difficult for us to deploy capital in certain of our funds.

In August 2023, an executive order established an outbound investment screening regime (the “Outbound Order”),

which was intended to regulate or prohibit certain investments by U.S. persons in advanced technology sectors in jurisdictions

that may be designated as a “country of concern.” In January 2025, the current U.S. Presidential administration signed an

Annex to the Outbound Order that identified China, along with the Special Administrative Regions of Hong Kong and Macau,

as a “country of concern.” Similarly, in February 2025, the U.S. Presidential administration issued a memorandum to various

regulatory agencies regarding enhanced restrictions on outbound investments into China, as well as on Chinese investments into

the United States. These actions could negatively impact our ability to raise capital from and deploy capital in such

jurisdictions, including if the administration seeks to expand such limitations to apply to a broader range of activities. In

addition, a number of U.S. states are passing and implementing state laws prohibiting or otherwise restricting the acquisition of

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interests in real property located in the state by foreign persons. These laws may also impact the ability of certain non-U.S.

limited partners to participate in certain of our investment strategies.

Our funds’ investments outside of the United States also may face delays, limitations, or restrictions as a result of

notifications made under and/or compliance with these legal regimes and rapidly changing agency practices. Other countries

continue to establish and/or strengthen their own national security investment clearance regimes, which could have a

corresponding effect of limiting our ability to make investments in such countries. Heightened scrutiny of foreign direct

investment worldwide also may make it more difficult for us to identify suitable buyers for investments upon exit and may

constrain the universe of exit opportunities for an investment in a portfolio company. As a result of such regimes, we may incur

significant delays and costs, be altogether prohibited from making a particular investment, or impede or restrict syndication or

sale of certain assets to certain buyers, all of which could adversely affect the performance of our funds and, in turn, materially

reduce our revenues and cash flow. Complying with these laws imposes potentially significant costs and complex additional

burdens, and any failure by us or our funds’ portfolio companies to comply with them could expose us to significant penalties,

sanctions, loss of future investment opportunities, additional regulatory scrutiny, and reputational harm.

Increasing scrutiny from stakeholders on sustainability matters, including our ESG reporting, exposes us to reputational

and other risks.

We, our funds, and their portfolio companies face increasing public scrutiny related to sustainability and ESG

activities as well as ESG policies, processes, and/or performance, including from fund investors, stockholders, regulators, and

other stakeholders. We and they risk damage to our brand and reputation, if we or they fail or are perceived to have failed to act

responsibly in several areas, such as environmental stewardship, support for local communities, corporate governance and

transparency, and considering ESG factors in our investment processes. In addition, different stakeholder groups have divergent

views on sustainability and ESG-related matters, including in the countries in which we operate and invest, as well as states and

localities where we serve public sector clients. This divergence increases the risk that any action or lack thereof with respect to

ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. If we

do not successfully manage various sustainability and ESG-related expectations across the varied interests of our stakeholders,

it could erode stakeholder trust, impact our reputation, and constrain our investment opportunities. Adverse incidents with

respect to sustainability and ESG-related activities or policies, processes, and/or performance, including any statements

regarding the investment strategies of our funds or our funds’ ESG efforts or initiatives that are or are perceived to be

inaccurate or misleading, could impact the value of our brand, or the brands of our funds or their portfolio companies, the cost

of our or their operations, and relationships with investors, all of which could adversely affect our business and results of

operations. In particular, there has been significant negative publicity and investor and regulatory focus on the phenomenon of

“greenwashing” (i.e., making inaccurate or misleading statements regarding the sustainability or ESG-related characteristics of

a product, business, or business practice). We could suffer significant reputational damage and regulatory scrutiny if we are

subject to “greenwashing” accusations, including with respect to statements regarding the investment strategies of our funds or

the ESG or sustainability efforts and initiatives by us, our funds, and our portfolio companies. Such accusations also could

result in litigation and adversely impact our ability to raise capital and attract new investors.

Although we consider application of our sustainability strategy to be an opportunity to enhance or protect the

performance of our investments over the long-term, we cannot guarantee that our sustainability strategy, which depends in part

on qualitative judgments, will positively impact the financial or ESG performance of any individual investment or our funds as

a whole. Similarly, to the extent we engage or a third-party sustainability advisor engages with portfolio companies on material

ESG-related practices and potential enhancements thereto, there is no guarantee that such engagements will improve the long-

term value of the investment. Successful engagement efforts on the part of us or a third-party sustainability or ESG advisor will

depend on our or any such third-party advisor’s ability to identify and analyze material sustainability or ESG-related and other

factors and their value, and there can be no assurance that the strategy or techniques employed will be successful. In addition,

our sustainability strategy, including the associated procedures and practices, is expected to change over time.

We and many of our portfolio companies undertake voluntary reporting on various sustainability matters, including,

for example, GHG emissions, supply chain practices, and human capital management. The standards for tracking and reporting

on sustainability matters are relatively new, have not been harmonized, and continue to evolve and we may fail to successfully

implement or comply with these developing sustainability standards and requirements. Moreover, in conducting ESG reporting,

we may seek to align with particular disclosure frameworks and/or reporting standards, which are evolving. Our selection of

disclosure frameworks and reporting standards may change from time to time and may result in a lack of consistent or

meaningful comparative data from period to period, as well as significant revisions to ESG goals, initiatives, commitments, or

objectives or reported progress in achieving the same. Due to the lack of a single, comprehensive sustainability strategy that is

utilized across all asset managers, we and our portfolio companies may utilize a combination of frameworks or develop

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proprietary frameworks where necessary and relevant. In addition, we and our portfolio companies’ selection of reporting

frameworks or standards, and other methodological choices, such as the use of certain performance metrics, levels of

quantification, value chain reporting, or materiality standards, may vary over time and may not always align with evolving

investor, activist, and regulatory expectations or market practices. We and our portfolio companies may suffer reputational

damage if our or their ESG disclosure is viewed as falling short of best practices or regulatory requirements, or if such reporting

indicates ESG performance that does not meet investor, activist, employee, customer, or other stakeholder expectations. With

respect to both voluntary and mandated ESG disclosures, we and our portfolio companies may not successfully implement

measurement processes and disclosure controls and procedures that meet evolving investor, activist, or regulatory expectations.

In addition, enhancements to such processes and controls may be costly and give rise to significant administrative burdens. For

example, collecting, measuring, and reporting sustainability or ESG-related information and metrics can be costly, difficult, and

time consuming, is subject to evolving reporting standards, and can present numerous operational, reputational, financial, legal,

and other risks. If we or our portfolio companies do not successfully implement controls related to reporting sustainability or

ESG-related information, this could result in legal liability and reputational damage, which could impact our ability to attract

and retain investors and employees.

We are subject to substantial risk of litigation and regulatory proceedings and may face significant liabilities and damage to

our reputation as a result of allegations of improper conduct and negative publicity.

From time to time we, our funds, and our funds’ portfolio companies have been and may be subject to litigation,

including securities class action lawsuits by stockholders, as well as class action lawsuits that challenge our acquisition

transactions and/or attempt to enjoin them. For a discussion of certain legal proceedings to which we are a party, see Note 8,

Commitments and Contingencies, to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-

K. Any private lawsuits or regulatory actions brought against us and resulting in a finding of substantial legal liability could

materially adversely affect our business, financial condition, or results of operations. In addition, such actions, even if resulting

in a favorable outcome to us, could result in significant reputational harm, which could seriously harm our business.

In recent years, the volume of claims and amount of damages claimed in litigation and regulatory proceedings against

the financial services industry in general have been increasing. The investment decisions we make in our asset management

business and the activities of our investment professionals (including in connection with portfolio companies and investment

advisory activities) may subject us, our funds, and our funds’ portfolio companies to the risk of third-party litigation or

regulatory proceedings arising from investor dissatisfaction with the performance of those investment funds, alleged conflicts of

interest, the suitability or manner of distribution of our products, including to individual investors, the activities of our funds’

portfolio companies, and a variety of other claims.

In addition, to the extent investors in our investment funds suffer losses resulting from fraud, gross negligence, willful

misconduct, or other similar misconduct, investors may have remedies against us, our investment funds, our senior managing

directors, or our affiliates under the federal securities law and/or state law. While the general partners and investment advisers

to our investment funds, including their directors, officers, other employees, and affiliates, are generally indemnified to the

fullest extent permitted by law with respect to their conduct in connection with the management of the business and affairs of

our investment funds, such indemnity does not extend to actions determined to have involved fraud, gross negligence, willful

misconduct, or other similar misconduct. The activities of our capital markets services business also may subject us to the risk

of liabilities to our clients and third parties, including our clients’ stockholders, under securities or other laws in connection

with transactions in which we participate. See “Risks Related to Our Business Operations—Risks Related to the Assets We

Manage—Underwriting, syndicating, and securities placement activities expose us to risks.”

We depend to a large extent on our business relationships and our reputation for integrity and high-caliber professional

services to attract and retain investors and to pursue investment opportunities for our funds. As a result, allegations by private

actors, regulators, or employees of improper conduct by us, even if unfounded, as well as negative publicity and press

speculation about us, may harm our reputation. This could adversely impact our relationships with clients and our fundraising.

In recent years, there has been increased activity on the part of certain activist and other organized groups, with respect to

investments made by private funds. Such groups have at times contacted and otherwise sought to engage with government and

regulatory bodies and fund investors, including public pension funds, on our funds’ investments, which has led to negative

publicity that could harm our reputation. The pervasiveness of social media and public focus on the externalities of business

activities could lead to wider dissemination of adverse or inaccurate information about us, making remediation more difficult

and magnifying reputational risk.

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Our affiliated subsidiaries serve as the general partners of many of our managed funds and could have liability for certain

fund obligations.

Our affiliated subsidiaries serve as a general partner of many of our funds. As such, under applicable law and the fund

partnership agreements, our subsidiaries could have liability for obligations of our funds if such funds have insufficient assets to

pay such obligations themselves, including contractual obligations, obligations to repay fund indebtedness, uninsured

contingent obligations for litigation damages awards, or taxes determined to be owed by the funds. In general, the funds

indemnify us for such obligations; but if the relevant funds’ assets have been depleted or distributed to fund investors, such

fund may be unable to pay such indemnification obligation to us, and we could suffer significant loss and expense.

Employee misconduct could harm us by impairing our ability to attract and retain clients and subjecting us to significant

legal liability and reputational harm. Fraud, deceptive practices, or other misconduct at portfolio companies or service

providers could similarly subject us to liability and reputational damage and also harm performance.

Our employees could engage in misconduct that adversely affects our business. We are subject to a number of

obligations and standards arising from our asset management business and our authority over the assets managed by our asset

management business. The violation of these obligations and standards by any of our employees would adversely affect our

clients and us. Our business often requires that we deal with confidential matters of great significance to companies in which we

may invest. If our employees were to improperly use or disclose confidential information, we could suffer serious harm to our

reputation, financial position, and current and future business relationships. Detecting or deterring employee misconduct is not

always possible, and the extensive precautions we take to detect and prevent this activity may not be effective in all cases.

We are subject to U.S. and foreign anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices

Act, as amended (“FCPA”), as well as anti-money laundering laws. Any determination that we have violated the FCPA, the EU

and UK anti-money laundering regimes, the UK anti-bribery laws, or other applicable anti-corruption, anti-bribery, or anti-

money laundering laws could subject us to, among other things, civil and criminal penalties or material fines, profit

disgorgement, injunctions on future conduct, securities litigation, and a general loss of investor confidence. Any one of these

could adversely affect our business prospects, financial position, or the price of our common stock. Although the current U.S.

Presidential administration has signed an executive order to pause, subject to certain exceptions, the initiation of new

investigations and enforcement actions under the FCPA, such laws have attracted significant regulatory focus in recent years,

including outside of the United States. For example, the SEC will be responsible for examining investment advisers’

compliance with a U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) rule scheduled to go

into effect January 2028 (delayed from January 2026), which requires registered investment adviser and exempt reporting

advisers to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”)

program, file certain reports with FinCEN, and maintain records related to such activities. The application of these rules would

impose significant compliance costs on us. The EU and the UK also are revising their respective anti-money laundering

regimes. The EU’s revised anti-money laundering regime is expected to come into effect as early as June 2026, and the UK has

also significantly expanded the reach of its anti-bribery laws. While we have policies and procedures designed to ensure strict

compliance by us and our personnel with the FCPA and anti-money laundering and other applicable laws, such policies and

procedures may not be effective in all instances to prevent violations. In addition, in light of the executive order to pause

initiation of new FCPA investigations and enforcement actions in the United States, other asset managers, particularly those

who, unlike us, are not subject to the anti-corruption laws of a jurisdiction outside of the United States, may implement changes

to their FCPA or anti-money laundering policies that would provide such managers access to investment opportunities that may

not be available to us because of our current policies and procedures.

Moreover, we may be adversely affected if there is misconduct by personnel of our funds’ portfolio companies or by

such companies’ service providers. For example, financial fraud or other deceptive practices at our funds’ portfolio companies,

or failures by personnel at our funds’ portfolio companies to comply with anti-corruption, anti-bribery, anti-money laundering,

trade and economic sanctions, export controls, anti-harassment, anti-discrimination, or other legal and regulatory requirements,

could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future

conduct and securities litigation, and could also cause significant reputational and business harm to us. Such misconduct may

undermine our due diligence efforts with respect to such portfolio companies and could negatively affect the valuations of the

investments by our funds in such portfolio companies. Losses to our funds and us could also result from misconduct or other

actions by service providers, such as administrators, consultants, or other advisors, if such service providers improperly use or

disclose confidential information, misappropriate funds, or violate legal or regulatory obligations. We also may face an

increased risk of such misconduct to the extent our funds’ investment in non-U.S. markets, particularly emerging markets,

increases.

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Certain policies and procedures implemented to mitigate potential conflicts of interest and address certain regulatory

requirements may reduce the synergies across our various businesses and inhibit our ability to maintain our collaborative

culture.

We consider our culture and the ability of our professionals to communicate and collaborate across funds, industries,

and geographies one of our significant competitive strengths. As a result of the expansion of our platform into various lines of

business in the asset management industry, our acquisition of new businesses, and the growth of our managed account business,

we are subject to a number of actual and potential conflicts of interest and subject to greater regulatory oversight than if we had

one line of business. For example, certain regulatory requirements mandate us to restrict access by certain personnel in our

funds to information about certain transactions or investments being considered or made by those funds. In addition, as we

continue to expand our platform, the allocation of investment opportunities among our investment funds is expected to become

more complex. In addressing these conflicts and regulatory requirements across our various businesses, we have and may

continue to implement certain policies and procedures, such as information barriers. As a practical matter, the establishment and

maintenance of such information barriers means that collaboration between our investment professionals across various

platforms or with respect to certain investments may be limited, reducing potential synergies that we cultivate across these

businesses. For example, although we maintain ultimate control over Carlyle AlpInvest, we have established an information

barrier between the management teams at Carlyle AlpInvest and the rest of Carlyle. See “Risks Related to Our Business

Operations—Risks Related to the Assets We Manage—Carlyle AlpInvest is subject to additional risks.” In addition, we may

come into possession of material non-public information with respect to issuers in which we may be considering making an

investment. Consequently, we may be precluded from providing such information or other ideas to our other businesses that

could benefit from such information.

Our failure to deal appropriately with conflicts of interest in our investment business could damage our reputation and

adversely affect our businesses.

As we have expanded, and continue to expand, the number and scope of our businesses, we increasingly confront

potential conflicts of interest relating to our funds’ investment activities. In this respect, investment manager conflicts of interest

continue to be a significant area of focus for regulators and the media. Because of our size and the variety of businesses and

investment strategies that we pursue, we may face a higher degree of scrutiny compared with investment managers that are

smaller or focus on fewer asset classes. Certain of our funds may have overlapping investment objectives, including funds that

have different fee structures and/or investment strategies that are more narrowly focused. Potential conflicts may arise with

respect to allocation of investment opportunities among us, our funds, and our affiliates, including to the extent that the fund

documents do not mandate a specific investment allocation. For example, we may allocate an investment opportunity that is

appropriate for two or more investment funds in a manner that excludes one or more funds or results in a disproportionate

allocation based on factors or criteria that we determine, such as sourcing of the transaction, specific nature of the investment,

or size and type of the investment, and ability to execute quickly, among other factors. We also may decide to provide a co-

investment opportunity to certain investors in lieu of allocating more of that investment to our funds or vice versa. In addition,

the challenge of allocating investment opportunities to certain funds may be exacerbated as we expand our business to include

more lines of business, including more public vehicles. Allocating investment opportunities appropriately frequently involves

significant and subjective judgments. The risk that fund investors or regulators could challenge allocation decisions as

inconsistent with our obligations under applicable law, governing fund agreements, or our own policies cannot be eliminated.

Moreover, the perception of noncompliance with such requirements or policies could harm our reputation with fund investors.

In addition, we may cause different funds to invest in a single portfolio company, for example, where the fund that

made an initial investment no longer has capital available to invest. We also may cause different funds that we manage to

purchase different classes of securities in the same portfolio company. For example, one of our CLO funds could acquire a debt

security issued by the same company in which one of our private equity funds owns common equity securities. A direct conflict

of interest could arise between the debt holders and the equity holders if such a company were to develop insolvency concerns,

and we would have to carefully manage that conflict. A decision to acquire material non-public information about a company

while pursuing an investment opportunity for a particular fund gives rise to a potential conflict of interest when it results in our

having to restrict the ability of other funds to take any action with respect to that company. Our affiliates or portfolio companies

may be service providers or counterparties to our funds or portfolio companies and receive fees or other compensation for

services that are not shared with our fund investors. In such instances, we may be incentivized to cause our funds or portfolio

companies to purchase such services from our affiliates or portfolio companies rather than an unaffiliated service provider even

though a third-party service provider could potentially provide higher quality services or offer them at a lower cost. In addition,

conflicts of interest may exist in the valuation of our funds’ investments, as well as the personal trading of employees and the

allocation of fees and expenses among us, our funds and their portfolio companies, and our affiliates. Moreover, in certain,

infrequent instances we may purchase an investment alongside one of our investment funds or sell an investment to one of our

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investment funds and conflicts may arise in respect of the allocation, pricing, and timing of such investments and the ultimate

disposition of such investments. A failure to appropriately deal with these conflicts, among others, could negatively impact our

reputation and ability to raise additional funds or result in potential litigation or regulatory action against us. Any steps taken by

the SEC to preclude or limit certain conflicts of interest would make it more difficult for our funds to pursue transactions that

may otherwise be attractive to the fund and its investors, which may adversely impact fund performance.

Risks Related to Our Business Operations

Risks Related to the Assets We Manage

The asset management business is intensely competitive.

The asset management business is intensely competitive. Competition is based on a variety of factors, including

investment performance, quality of client service, investor availability of capital and willingness to invest, fund terms

(including fees and liquidity terms), brand recognition, and business reputation. Our asset management business competes with

a number of private funds, specialized investment funds, funds structured for individual investors, and other sponsors managing

pools of capital, as well as corporate buyers, traditional asset managers, commercial banks, investment banks, and other

financial institutions (including sovereign wealth funds). We expect that competition will continue to increase. For example,

certain traditional asset managers have developed their own private equity and private wealth platforms and are marketing other

asset allocation strategies as alternatives to our investments. A number of factors serve to increase our competitive risks,

including, among others:

•a number of our competitors have greater financial, fundraising, technical, research, marketing, and other

resources and more personnel than we do;

•some of our funds may not perform as well as competitors’ funds or other available investment products;

•several of our competitors have significant amounts of capital, and many of them have similar investment

objectives to ours, which may create additional competition for investment opportunities and may reduce the

size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit;

•some of our competitors, particularly strategic competitors, may have a lower cost of capital, which may be

exacerbated by limits on the deductibility of interest expense;

•some of our competitors may have access to funding sources that are not available to us, which may create

competitive disadvantages for us with respect to investment opportunities;

•some of our competitors may be subject to less regulation and, accordingly, may have more flexibility to

undertake and execute certain businesses or investments than we do and/or bear less compliance cost than us;

•some of our competitors may have more flexibility than us in raising certain types of investment funds under

the investment management contracts they have negotiated with their investors;

•some of our competitors may have higher risk tolerances, different risk assessments, or lower return

thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively

than us for investments that we want to make or to seek exit opportunities through different channels;

•some of our competitors may be more successful than us in development of new or customized products to

address investor demand for new or different investment strategies and/or regulatory changes, including with

respect to private credit products and products that are developed for individual investors or that target

insurance capital;

•in order to broaden distribution of their private wealth products, some of our competitors may be willing to

pay higher placement, servicing, or other forms of distributor fees, which may adversely impact the amount of

capital we are able to raise in the private wealth channel;

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•there are relatively few barriers to entry impeding new alternative asset managers, and the successful efforts

of new entrants, including former “star” portfolio managers at large diversified financial institutions as well

as such institutions themselves, is expected to continue to result in increased competition;

•some of our competitors may have better expertise or be regarded by investors as having better expertise in a

specific asset class or geographic region than we do;

•corporate buyers may be able to achieve synergistic cost savings in respect of an investment, which may

provide them with a competitive advantage relative to us when bidding for an investment;

•some investors may prefer to invest with an investment manager that is not publicly traded or is smaller, with

a more limited number of investment products; and

•other industry participants will, from time to time, seek to recruit our investment professionals and other

employees away from us.

In addition, technological innovation, including the use of artificial intelligence, has the potential to disrupt the

financial industry and change the way financial institutions, including asset managers, do business. Some of our competitors

may be more successful than we are in the development and implementation of new technologies, including services and

platforms based on artificial intelligence, to address investor demand 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.

We also may lose investment opportunities in the future if we do not match investment prices, structures, products, or

terms offered by competitors. Alternatively, we may experience decreased rates of return and increased risks of loss if we match

investment prices, structures, products, and terms offered by competitors. Moreover, if we are forced to compete with other

asset managers on the basis of price, we may not be able to maintain our current fund fee and carried interest terms. We have

historically competed primarily on the performance of our funds, and not on the level of our fees or carried interest relative to

those of our competitors. However, there is a risk that fees and carried interest in the investment management industry will

decline, without regard to the historical performance of a manager. In addition, as part of a shift in the distribution arrangements

in the private wealth industry, certain third-party intermediaries have sought to revise existing, or implement new, fee

arrangements that align their fees with the initial amount or ongoing net asset value of capital invested through the intermediary

in the applicable vehicle. While the extent of this shift going forward is uncertain, the costs associated with the distribution of

certain of our private wealth products have increased, and there may be further increases in distribution costs for these and

future products. The reduction of net management fees or performance allocations we receive, including as a result of new fee

arrangements, or the incurrence of higher costs in connection with product distribution, without corresponding decreases in our

cost structure, would adversely affect the profitability of impacted products. Certain of the third-party intermediaries on whom

we rely to distribute our investment products also sell their own competing proprietary investment products, which could limit

the distribution of our products.

Moreover, the attractiveness of our investment funds relative to investments in other investment products could

decrease depending on economic conditions. Any new or incremental regulatory measures for the U.S. financial services

industry may increase costs and create regulatory uncertainty and additional competition for many of our funds. Conversely,

regulatory measures aimed at reducing burden on U.S. banks, such as less onerous bank regulatory capital requirements, may

create additional competition for certain of our credit strategies. 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.”

These competitive pressures could adversely affect our ability to make successful investments and limit our ability to

raise future investment funds, either of which would adversely impact our business, revenue, results of operations, and cash

flow.

Poor performance of our investment funds would cause a decline in our revenue, income, and cash flow, may obligate us to

repay carried interest previously paid to us, and could adversely affect our ability to raise capital for future funds.

In the event that any of our investment funds were to perform poorly, our revenue, income, and cash flow would

decline. Investors could also demand lower fees or fee concessions for existing or future funds, which would likewise decrease

our revenue or require us to record an impairment of intangible assets and/or goodwill in the case of an acquired business. In

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some of our funds, such as our carry funds, a reduction in the value of the portfolio investments held in such funds could result

in a reduction in the carried interest we earn or in our management fees. In our CLOs, defaults or downgrades of the CLOs’

underlying collateral obligations could cause failures of certain over collateralization tests and the potential for insufficient

funds to pay expected management fees on any such CLO, which would result in either a temporary deferral or permanent loss

of such management fees. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our

CLO business and investment into CLOs involves certain risks.”

We also could experience losses on our investment of our own capital into our funds as a result of poor performance

by our investment funds. If, as a result of poor performance of later investments in a carry fund’s life, the fund does not achieve

certain investment returns for the fund over its life, we will be obligated to repay the amount by which carried interest that was

previously distributed to us exceeds the amount to which we are ultimately entitled. These repayment obligations may be

related to amounts previously distributed to our senior Carlyle professionals prior to the completion of our initial public

offering, with respect to which our stockholders did not receive any benefit. See “Risks Related to Our Business Operations—

Risks Related to the Assets We Manage—We may need to pay “giveback” obligations if and when they are triggered under the

governing agreements with our investors” and Note 8, Commitments and Contingencies, to the consolidated financial

statements in Part II, Item 8 of this Annual Report on Form 10-K.

Poor performance of our investment funds could make it more difficult for us to raise new capital. Investors in our

funds may decline to invest in future investment funds we raise. Investors and potential investors in our funds continually assess

our investment funds’ performance, and our ability to raise capital for existing and future investment funds and avoid excessive

redemption levels will depend on our investment funds’ continued satisfactory performance. Accordingly, poor fund

performance has in the past deterred and may in the future deter investment in our funds and thereby decrease the capital

invested in our funds and, ultimately, our management fee revenue.

Moreover, from time to time, we may pursue new or different investment strategies and expand into geographic

markets and businesses that may not perform as expected and result in poor performance by us and our investment funds,

despite our initial investment thesis. In addition to the risk of poor performance, such activity may subject us to several risks

and uncertainties, including risks associated with the possibility that we have insufficient expertise to engage in such activities

profitably or without incurring inappropriate amounts of risk; the diversion of management’s attention from our core business;

known or unknown contingent liabilities, which could result in unforeseen losses for us and our funds; the disruption of

ongoing businesses; and compliance with additional regulatory requirements.

The historical returns attributable to our funds, including those presented in this Annual Report on Form 10-K, should not

be considered as indicative of the future results of our funds or of our future results or of any returns expected on an

investment in our common stock.

We have presented in this Annual Report on Form 10-K information relating to the historical performance of our

investment funds. The historical and potential future returns of the investment funds that we advise, however, are not directly

linked to returns in our common stock. Therefore, any continued positive performance of the investment funds that we advise

will not necessarily result in positive returns on an investment in our common stock. However, poor performance of the

investment funds that we advise would cause a decline in our revenue from such investment funds and could therefore have a

negative effect on our performance, our ability to raise future funds, and in all likelihood the returns on an investment in our

common stock.

Moreover, with respect to the historical returns of our investment funds:

•our historical returns derive largely from the performance of our existing funds, and we may create new funds

in the future that reflect a different asset mix and different investment strategies, as well as a varied

geographic and industry exposure as compared to our present funds, and any such new funds could have

lower returns than our existing or previous funds;

•the performance of our carry funds reflects our valuation of the unrealized investments held in those funds

using assumptions that we believe are reasonable under the circumstances, but the actual realized return on

these investments will depend on, among other factors, future operating results and the value of assets and

market conditions at the time of disposition all of which may differ from the assumptions on which the

valuations in our historical returns are based, which may adversely affect the ultimate value realized from

those unrealized investments;

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•in recent years, there has been increased competition for private equity investment opportunities resulting

from the increased amount of capital invested in alternative investment funds, high liquidity in debt markets,

and strong equity markets, and the increased competition for investments may reduce our returns in the

future;

•the rates of returns of some of our funds in certain years have been positively influenced by a number of

investments that experienced rapid and substantial increases in value following the dates on which those

investments were made, which may not occur with respect to future investments;

•our investment funds’ returns in some years have benefited from investment opportunities and general market

conditions, including lower interest rates and rates of inflation than present market conditions, that may have

been significantly more favorable for generating positive performance than current market conditions or

market conditions that we may experience in the future and may not repeat themselves;

•our current or future investment funds might not be able to avail themselves of comparable investment

opportunities or market conditions, and the circumstances under which our funds may make future

investments may differ significantly from those conditions prevailing in the past;

•newly established funds may generate lower returns during the period that they take to deploy their capital,

which may result in little or no carried interest due to performance hurdles; and

•the introduction of fund-level leverage in certain more recent funds has increased the rates of returns in those

funds compared to what they would have been without the use of such leverage.

Our performance in recent years generally has benefited from recent high multiples and asset prices. In the current

market environment, we expect that earning such returns on new investments will be much more difficult than in the past and

the future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return

generated by any particular fund or for our funds as a whole. Future returns also will be affected by the risks described

elsewhere in this Annual Report on Form 10-K, including risks of the industries and businesses in which a particular fund

invests. See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—

Segment Analysis—Fund Performance Metrics” for additional information.

Risk management activities may adversely affect the return on our and our funds’ investments.

When managing our exposure to market risks, we may (on our own behalf or on behalf of our funds) from time to time

use forward contracts, options, swaps, caps, collars, and floors or pursue other strategies or use other forms of derivative

instruments to limit our exposure to changes in the relative values of investments that may result from market developments,

including changes in prevailing interest rates, currency exchange rates, and commodity prices. The use of derivative financial

instruments and other risk management strategies may not be properly designed to hedge, manage, or otherwise reduce the risks

we have identified. In addition, we may not be able to identify, or may not have fully identified, all applicable material market

risks to which we are exposed. We may also choose not to hedge, in whole or in part, any of the risks that have been identified.

The success of any hedging or other derivatives transactions generally will depend on our ability to correctly predict market

changes, the degree of correlation between price movements of a derivative instrument, the position being hedged, the

creditworthiness of the counterparty, and other factors, some of which may be beyond our ability to hedge. As a result, while

we may enter into a transaction in order to reduce our exposure to market risks, the unintended market changes may result in

poorer overall investment performance than if it had not been executed. Such transactions may also limit the opportunity for

gain if the value of a hedged position increases.

While such hedging arrangements may reduce certain risks, such arrangements themselves may entail certain other

risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash or illiquid assets

such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying

value. In addition, if our derivative counterparties or clearinghouses fail to meet their obligations with respect to the posting of

cash collateral, our efforts to mitigate certain risks may be ineffective. Moreover, these hedging arrangements may generate

significant transaction costs, including potential tax costs, that reduce the returns generated by a fund.

In addition, the regulation of derivatives and commodity interest transactions in the United States and other countries

is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Newly instituted

and amended regulations could significantly increase the cost of entering into derivative contracts (including through

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requirements to post collateral, which could negatively impact available liquidity), materially alter the terms of derivative

contracts, reduce the availability of derivatives to protect against risks, reduce our ability to restructure our existing derivative

contracts, and increase our exposure to less creditworthy counterparties. The CFTC also may in the future require certain

foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges.

Trade negotiations and related government actions may create regulatory uncertainty for our funds’ portfolio companies

and our investment strategies and adversely affect the profitability of our funds’ portfolio companies.

In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and, in

some cases, to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with

foreign countries, and has made proposals and taken actions related thereto. For example, the U.S. government has imposed,

and may in the future further increase, tariffs on certain foreign goods from China, Canada, Mexico, and certain European

countries, among other countries. The administration has also threatened or targeted a broader array of countries with punitive

trade measures, such as universal steel and aluminum tariffs and reciprocal tariffs. Some foreign governments, including China,

Canada, and Mexico, have threatened or instituted retaliatory tariffs on certain U.S. goods. While the United States has reached

an agreement with several countries to either delay or lower the imposition of such tariffs, the administration has also indicated

that they could be reinstated. Tariffs on goods imported from China, Canada, Mexico, and Europe could further increases costs,

decrease margins, and reduce the competitiveness of products and services offered by current and future portfolio companies.

Such tariffs could adversely affect the revenues and profitability of select companies whose businesses rely on goods imported

from countries that are subject to significant tariffs. Further governmental actions related to the imposition of tariffs or other

trade barriers or changes to international trade agreements or policies in respect of other jurisdictions could also have a similar

adverse impact.

In addition, the United States has implemented several economic sanctions programs and export controls that

specifically target Chinese entities and nationals on national security grounds, including, for example, with respect to China’s

response to political demonstrations in Hong Kong and China’s conduct concerning the treatment of Uyghurs and other ethnic

minorities in its Xinjiang province. The United States has also implemented certain sanctions against entities participating in

China’s military industrial complex and providing support to the country’s military, intelligence, and surveillance apparatuses.

These sanctions impose certain restrictions on U.S. persons and entities buying or selling publicly traded securities of

designated entities. Further trade escalation between the United States and China, the countries’ inability to reach further trade

agreements, or the continued use of reciprocal sanctions by each country, may negatively impact opportunities for investment as

well as the rate of global growth, particularly in China, which has and continues to exhibit signs of slowing growth. Such

slowing growth could adversely affect the revenues and profitability of our funds’ portfolio companies.

Moreover, there is uncertainty as to further actions that may be taken under the current U.S. Presidential administration

with respect to U.S. trade policy, including with respect to tariffs on goods from Canada and Mexico, among other countries.

See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our funds make investments in

companies that are based outside of the United States, which may expose us to additional risks not typically associated with

investing in companies that are based in the United States.”

Our business depends in large part on our ability to raise capital from third-party investors. A failure to raise capital from

third-party investors on attractive fee terms, or at all, would impact our ability to collect management fees or deploy such

capital into investments and potentially collect carried interest, which would materially reduce our revenue and cash flow

and adversely affect our financial condition.

Our ability to raise capital from third-party investors depends on a number of factors, such as economic and market

conditions (including the level of interest rates and stock market performance) and the asset allocation rules or investment

policies to which such third-party investors are subject. These factors could inhibit or restrict the ability of third-party investors

to make investments in our funds or the asset classes in which our funds invest. For example, lawmakers across a number of

states have put forth proposals or expressed intent to take steps to reduce or minimize the ability of their state pension funds to

invest in alternative asset classes, including by proposing to increase the reporting or other obligations applicable to their state

pension funds that invest in such asset classes. Such proposals or actions would potentially discourage investment by such state

pension funds in alternative asset classes by imposing meaningful compliance burdens and costs on them, which could

adversely affect our ability to raise capital from such state pension funds. Other states could potentially take similar actions,

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which may further impair our access to capital from an investor base that has historically represented a significant portion of

our fundraising.

In addition, volatility in the valuations of investments has in the past and may in the future affect our ability to raise

capital from third-party investors. To the extent periods of volatility are coupled with a lack of realizations from investors’

existing portfolios, such investors may be left with disproportionately outsized remaining commitments to a number of

investment funds. This significantly limits such investors’ ability to make new commitments to third-party managed investment

funds such as those managed by us. In addition, during periods of market volatility, investor subscription requests may be

reduced and investor redemption or repurchase requests may be elevated in products that permit redemption or repurchase of

investor interests. Certain of our investment vehicles that are available to individual investors are also subject to state

registration requirements that impose limits on the proportion of such investors’ net worth that can be invested in our products.

These restrictions may limit such investors’ ability or willingness to allocate capital to such products and adversely affect our

fundraising in the private wealth channel. See “Risks Related to Our Business Operations—Risk Related to the Assets Re

Manage—Third-party investors in substantially all of our carry funds have the right to remove the general partner of the fund

for cause, to accelerate the liquidation date of the investment fund without cause by a simple majority vote, and to terminate the

investment period under certain circumstances and investors in certain of the investment funds we advise may redeem their

investments. These events would lead to a decrease in our revenues, which could be substantial.”

Likewise, our ability to raise new funds could be hampered if the general appeal of alternative investments were to

decline. An investment in a limited partner interest in an alternative investment fund is generally more illiquid and the returns

on such investment may be more volatile than an investment in securities for which there is a more active and transparent

market. In periods of positive markets and low volatility, for example, investors may favor passive investment strategies such as

index funds over our actively managed investment vehicles. Similarly, during periods of high interest rates, investors may favor

investments that are generally viewed as producing a risk-free return, such as treasury bonds, over investments in our products,

particularly if the spread between the products declines. Alternative investments could also fall into disfavor because of

concerns about liquidity and short-term performance. In particular, such concerns could be exhibited by public pension funds,

which have historically been among the largest investors in alternative assets. Many public pension funds are significantly

underfunded, and their funding problems have been, and may in the future be, exacerbated by economic downturn. Concerns

with liquidity could cause such public pension funds to reevaluate the appropriateness of alternative investments. Moreover, our

ability to raise capital from third parties outside of the United States could be limited to the extent the other countries impose

restrictions or limitations on outbound foreign investment.

Certain institutional investors are also demonstrating a preference to insource their own investment professionals and

to make direct investments in alternative assets without the assistance of alternative asset advisers like us. Such institutional

investors may become our competitors and could cease to be our clients. As some existing investors cease or significantly

curtail making commitments to alternative investment funds, we may need to identify and attract new investors to maintain or

increase the size of our investment funds. We may be unable to find or secure commitments from those new investors and the

fee terms of the commitments from such new investors may not be consistent with the fees historically paid to us by our

investors. If economic conditions were to deteriorate or if we are unable to find new investors, we might raise less than our

desired amount for a given fund. In addition, as we seek to expand into other asset classes, we may be unable to raise enough

capital to adequately support such businesses. A failure to successfully raise capital could materially reduce our revenue and

cash flow and adversely affect our financial condition.

In connection with raising new funds or making additional investments in existing funds, we negotiate terms for such

funds and investments with existing and potential investors. The outcome of such negotiations could result in our agreement to

terms that are materially less favorable to us than for prior funds we have managed, or funds managed by our competitors,

including with respect to management fees, incentive fees, and/or carried interest, which could have an adverse impact on our

revenues. Such terms could also restrict our ability to raise investment funds with investment objectives or strategies that

compete with existing funds, add additional expenses and obligations for us in managing the fund, or increase our potential

liabilities, all of which could ultimately reduce our revenues.

While we have no obligation to modify any of our fees with respect to our existing funds, we may experience pressure

to do so in our funds, including in response to regulatory focus by the SEC on the quantum and types of fees and expenses

charged by private funds. We have confronted and expect to continue to confront requests from a variety of investors and

groups representing investors to decrease fees, which could result in a reduction in the fees and carried interest we earn.

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We have increasingly undertaken business initiatives to increase the number and type of investment products we offer to

individual investors, which could expose us to new and greater levels of risk.

Although individual investors have been part of our historic distribution efforts, we have increasingly undertaken

business initiatives to increase the number and type of investment products we offer to high-net-worth individuals, family

offices, and mass affluent investors in the United States and other jurisdictions around the world. In particular, we create

investment products designed for investment by individual investors in the United States, some of whom are not accredited

investors, or similar investors in non-U.S. jurisdictions, including in certain markets in Europe and Asia-Pacific. In certain

instances, our funds are distributed to such investors indirectly through third-party managed vehicles sponsored by brokerage

firms, private banks, or third-party feeder providers, and in other instances directly to the clients of private banks, independent

investment advisors, and brokers.

Accessing individual investors and offering products directed at such investors exposes us to greater levels of risk,

including heightened litigation and regulatory enforcement, an increased compliance burden, and more complex administration

and accounting operations. We may be subject to claims related to matters such as the adequacy of disclosures, appropriateness

of fees, suitability, and board of directors’ oversight, each of which could result in civil lawsuits, regulatory penalties, and

enforcement actions. Our registered investment advisers also could be subject to direct or derivative claims from a fund’s

investors or board of directors for alleged mismanagement of the fund. In addition, regulatory requirements imposing

limitations on the ability of affiliates of certain of our vehicles to engage in certain transactions may limit our funds’ ability to

engage in otherwise attractive investment opportunities.

To the extent distribution of such products is through new channels and markets, including through an increasing

number of distributors with whom we engage, we may not be able to effectively monitor or control the manner of their

distribution, which could result in litigation or regulatory action against us, including with respect to, among other things,

claims that products distributed through such channels are distributed to investors for whom they are unsuitable, claims related

to conflicts of interest or the adequacy of disclosure to investors, or claims that the products are distributed in a manner

inconsistent with our regulatory requirements or otherwise inappropriate manner. In addition, regulation applicable to our

arrangements with such distributors and channels increases the compliance burden associated with onboarding new distributors

or pursuing new distribution channels, resulting in increased cost and complexity. Although we engage in due diligence and

onboarding procedures that seek to uncover issues relating to the third-party channels through which individual investors access

our investment products, we do not control and have limited information regarding many of these third-party channels.

Therefore, we are exposed to risks of reputational damage, regulatory scrutiny, and legal liability to the extent such third parties

improperly sell our products to investors. This risk is heightened by the continuing increase in the number of third parties

through whom we distribute our investment products around the world and who we do not control. For example, in certain

instances, we may be viewed by a regulator as responsible for the content of materials prepared by third parties.

Likewise, there is a risk that our employees involved in the direct distribution of our products, or employees who

engage with independent advisors, brokerage firms, and other third parties around the world involved in distributing our

products, do not follow our compliance and supervisory procedures. In addition, the distribution of such products, including

through new channels whether directly or through market intermediaries, could expose us to allegations of improper conduct

and/or actions by state and federal regulators in the United States and regulators in jurisdictions outside of the United States.

Such allegations or actions may be with respect to, among other things, product suitability, distributor eligibility, investor

classification, compliance with securities laws, conflicts of interest, and the adequacy of disclosure to investors to whom our

products are distributed through those channels.

As we expand the distribution of products to individual investors outside of the United States, we are increasingly

exposed to risks in non-U.S. jurisdictions. In addition to risks similar to those that we face in the United States, securities laws

and other applicable regulatory regimes may be extensive, complex, and vary by jurisdiction. In addition, the distribution of

products to individual investors outside of the United States may involve complex structures (such as distributor-sponsored

feeder funds or nominee/omnibus investors) and market practices that vary by local jurisdiction. As a result, this expansion

subjects us to additional complexity, litigation, and regulatory risk.

Our initiatives to expand our individual investor base, including marketing, creating, and maintaining the types of

products and vehicles that individual investors may invest in, may not be successful. Such initiatives include the hiring of

additional personnel and the implementation of new operational, technological, compliance, and other systems and processes,

each of which require significant time, effort, and resources. In addition, in light of the August 2025 Executive Order on

Democratizing Access to Alternative Assets for 401(k) Investors, there may be significant future opportunity for the alternative

asset management industry to increase the distribution of products to individual investors. Accordingly, we are likely to face

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significant competition in addressing such opportunity, which will require us to spend substantial time, effort, and resources,

and may not ultimately be successful in increasing distribution of our products in this channel.

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.

In connection with raising new funds or securing additional investments in existing funds, we negotiate terms for such

funds and investments with existing and potential investors. The outcome of such negotiations could result in our agreement to

terms that are materially less favorable to us than the terms of prior funds we have advised or funds advised by our competitors.

Such terms could restrict our ability to raise investment funds with investment objectives or strategies that compete with

existing funds, reduce fee revenues we earn, reduce the percentage of profits on third-party capital that we share in or add

expenses and obligations for us in managing the fund, or increase our potential liabilities, all of which could ultimately reduce

our profitability. In addition, a change in terms that increases the amount of fee revenue the fund investors are entitled to could

result in a significant decline in revenue generated from transaction fees. In particular, if our fund investors do not continue to

agree that we are permitted to retain fees we derive from capital markets transactions involving our portfolio companies, the

ability of our GCM group to produce fee revenue could be significantly hindered.

In addition, as institutional investors increasingly consolidate their relationships with investment firms and competition

becomes more acute, we may receive more requests to modify the terms of our new funds, including reductions in management

fees. Any agreement to changes in terms less favorable to us could result in a material decrease in our profitability.

Moreover, certain institutional investors have publicly criticized certain fund fee and expense structures, including

management fees. We have received and expect to continue to confront requests from a variety of investors and groups

representing investors to decrease fees and to modify our carried interest and incentive fee structures, which could result in a

reduction in or delay in the timing of receipt of the fees and carried interest and incentive fees we earn. In addition to

negotiating the overall fund rate of the management fees offered, certain fund investors have negotiated alternative management

fee structures in several of our investment funds. For example, certain funds have offered a management fee rate discount for

certain investors that came into the first closing of each fund. In certain cases, we have agreed to charge management fees based

on invested capital or net asset value as opposed charging management fees on committed capital. Further, the SEC’s focus on

certain fund fee and expense arrangements may lead to increased publicity that could cause fund investors to further resist

certain fees and expense reimbursements. Any modification of our existing fee or carry arrangements or the fee or carry

structures for new investment funds could adversely affect our results of operations. See “Risks Related to Our Business

Operations—Risks Related to the Assets We Manage—The asset management business is intensely competitive.”

We may need to pay “giveback” obligations if and when they are triggered under the governing agreements with our

investors.

At the end of the life of any of our Global Private Equity and Global Credit carry funds (or earlier with respect to

certain of our funds), we may be obligated to repay an amount equal to the extent to which carried interest that previously was

distributed to us exceeds the amounts to which we are ultimately entitled. This includes situations in which the carry fund has

not achieved investment returns that exceed the preferred return threshold or the general partner receives net profits over the life

of the fund in excess of its allocable share under the applicable partnership agreement. This repayment obligation is known as a

“giveback” obligation.

When payment of a giveback obligation is anticipated (or “realized”), the portion of this liability that is expected to be

borne by the common stockholders (i.e., the amount not expected to be funded by Carlyle professionals) has the effect of

reducing our Distributable Earnings. Any remaining giveback obligation required to be funded on behalf of our funds would

generally be due upon the liquidation of the remaining assets from the funds.

Although a giveback obligation is specific to each person who received a distribution, and not a joint obligation, the

governing agreements of our funds generally provide that to the extent a recipient does not fund his or her respective share, then

we may have to fund such additional amounts beyond the amount of carried interest we retained, although we generally will

retain the right to pursue any remedies that we have under such governing agreements against those carried interest recipients

who fail to fund their obligations. We have historically withheld a portion of the cash from carried interest distributions to

individual senior Carlyle professionals and other employees as security for their potential giveback obligations. We may need to

use or reserve cash to repay such giveback obligations instead of using the cash for other purposes. See Part I, Item 1 “Business

—Structure and Operation of Our Investment Funds—Incentive Arrangements / Fee Structure” and Part II, Item 7

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations—

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Contingent Obligations (Giveback)” and Notes 2, Summary of Significant Accounting Policies, and 8, Commitments and

Contingencies, to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Third-party investors in substantially all of our carry funds have the right to remove the general partner of the fund for

cause, to accelerate the liquidation date of the investment fund without cause by a simple majority vote, and to terminate the

investment period under certain circumstances and investors in certain of the investment funds we advise may redeem their

investments. These events would lead to a decrease in our revenues, which could be substantial.

The governing agreements of almost all of our carry funds, other than our Carlyle AlpInvest funds as discussed below,

provide that, subject to certain conditions, third-party investors in those funds have the right to remove the general partner of

the fund for cause or to accelerate the liquidation date of the investment fund without cause by a simple majority vote. In

addition, our investment vehicles that are structured as “funds of one,” or separately managed accounts, have a single investor

or a few affiliated investors that typically have the right to terminate the investment period or cause a dissolution of the vehicle

under certain circumstances. These actions would result in a reduction in management fees we would earn from such

investment funds, vehicles, or accounts, and could result in a significant reduction in the expected amounts of total carried

interest and incentive fees from those investment funds, vehicles, or accounts. Carried interest and incentive fees could be

significantly reduced as a result of our inability to maximize the value of investments by an investment fund during the

liquidation process or in the event of the triggering of a “giveback” obligation. Finally, the applicable investment funds,

vehicles, or accounts would cease to exist after completion of liquidation and winding-up.

In addition, the governing agreements of certain of our investment funds provide that in the event certain “key

persons” in our investment funds do not meet specified time commitments with regard to managing the fund (for example,

certain of the investment professionals serving on the investment committee or advising the fund), then investors have the right

to vote to terminate the investment period by a simple majority vote in accordance with specified procedures, accelerate the

withdrawal of their capital on an investor-by-investor basis, or the fund’s investment period will automatically terminate and

the vote of a simple majority of investors is required to restart it. While we believe that our investment professionals have

appropriate incentives to remain in their respective positions, based on equity ownership, profit participation, and other

contractual provisions, we are not able to guarantee the ongoing participation of the management team members in respect of

our funds. In addition to having a significant negative impact on our revenue, earnings, and cash flow, the occurrence of a key

person event with respect to any of our investment funds would likely result in significant reputational damage to us and could

negatively impact our future fundraising efforts.

Carlyle AlpInvest funds generally provide for automatic suspension of the investment period if there is a key person

event with the vote of a supermajority of investors required to restart it and the right of a simple majority or a supermajority of

investors to remove the general partner with cause and, in some cases, without cause, but generally have not provided for

liquidation without cause.

Moreover, because our investment funds generally have an adviser that is registered under the Advisers Act, the

management agreements of each of our investment funds would be terminated upon an “assignment” to a third-party of these

agreements without appropriate investor consent, which assignment may be deemed to occur in the event these advisers were to

experience a change of control. We cannot be certain that consents required to assignments of our investment management

agreements will be obtained if a change of control occurs. “Assignment” of these agreements without investor consent could

cause us to lose the fees we earn from such investment funds.

Third-party investors in our investment funds with commitment-based structures may not satisfy their contractual obligation

to fund capital calls when requested by us, which could adversely affect a fund’s operations and performance.

Investors in our carry funds make capital commitments to those funds that we are entitled to call from those investors

at any time during prescribed periods. We depend on investors fulfilling their commitments when we call capital from them in

order for those funds to consummate investments and otherwise pay their obligations (for example, management fees) when

due. Any investor that did not fund a capital call would generally be subject to several possible penalties, including having a

significant amount of its existing investment forfeited in that fund. However, the impact of the penalty is directly correlated to

the amount of capital previously invested by the investor in the fund and if an investor has invested little or no capital, for

instance, early in the life of the fund, then the forfeiture penalty may not be as meaningful. Investors also may negotiate for

lesser or reduced penalties at the outset of the fund, thereby inhibiting our ability to enforce the funding of a capital call. Our

use of subscription lines of credit to purchase an investment prior to calling capital from fund investors could increase the

prevalence of defaulting limited partners. Should the value of an investment funded through a fund line-of-credit decline,

particularly early in a fund’s life cycle where minimal capital has been contributed by the fund’s investors, a limited partner

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may decide not to fund its commitment. In addition, third-party investors typically use distributions from prior investments to

meet future capital calls. In cases where valuations of investors’ existing investments fall and the pace of distributions slows,

investors may be unable to make new commitments to third-party managed investment funds such as those advised by us. If

investors were to fail to satisfy a significant amount of capital calls for any particular fund or funds, the operation and

performance of those funds could be materially and adversely affected.

In addition, our failure to comply with applicable pay-to-play laws, regulations, and/or policies adopted by a number

of states and municipal pension funds, as well as the New York Attorney General’s Public Pension Fund Reform Code of

Conduct, may, in certain instances, excuse a public pension fund investor from its obligation to make further capital

contributions relating to all or any part of an investment or allow it to withdraw from the fund. If a public pension fund investor

were to seek to be excused from funding a significant amount of capital calls for any particular fund or funds, the operation and

performance of those funds could be materially and adversely affected.

Valuation methodologies for certain assets in our funds can involve subjective judgments, and the fair value of assets

established pursuant to such methodologies may be incorrect, which could result in the misstatement of fund performance

and accrued performance allocations.

There are often no readily ascertainable market prices for a substantial majority of illiquid investments of our

investment funds. We determine the fair value of the investments of each of our investment funds at least quarterly based on the

fair value guidelines set forth by generally accepted accounting principles in the United States (“U.S. GAAP”). The fair value

measurement accounting guidance establishes a hierarchal disclosure framework that ranks the observability of market inputs

used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including

the type of financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace,

including the existence and transparency of transactions between market participants. Financial instruments with readily

available quoted prices, or for which fair value can be measured from quoted prices in active markets, will generally have a

higher degree of market price observability and a lesser degree of judgment applied in determining fair value.

Investments for which market prices are not observable include, but are not limited to, illiquid investments in operating

companies, real estate, energy ventures, infrastructure projects, structured vehicles, and other funds, and encompass all

components of the capital structure, including equity, mezzanine, debt, preferred equity, and derivative instruments such as

options and warrants. Fair values of such investments are determined by reference to the market approach (i.e., multiplying a

key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the

range of comparable public entities or transactions, adjusted by management as appropriate for differences between the

investment and the referenced comparables), the income approach (i.e., discounting projected future cash flows of the investee

company or asset and/or capitalizing representative stabilized cash flows of the investee company or asset), and other

methodologies such as prices provided by reputable dealers or pricing services, option pricing models, replacement costs, and

estimates of net asset value for fund interests.

The determination of fair value using these methodologies takes into consideration a range of factors including but not

limited to the price at which the investment was acquired, the nature of the investment, local market conditions, the multiples of

comparable securities, comparable market transactions, current and projected operating performance, and financing transactions

subsequent to the acquisition of the investment. These valuation methodologies involve a significant degree of subjective

management judgment. For example, as to investments that we share with another sponsor, we may apply a different valuation

methodology or factors or derive a different value than such other sponsor does and/or derive a different value than the other

sponsor has derived on the same investment, which could cause some investors and regulators to question our valuations. In this

respect, the SEC continues to focus on issues related to valuation of private investment vehicles, including consistent

application of the methodology, disclosure, and conflicts of interest, in its enforcement, examination, and rulemaking activities.

Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the

fair values of such investments as reflected in an investment fund’s net asset value do not necessarily reflect the prices that

would be obtained by us on behalf of the investment fund when such investments are realized. Realizations at values

significantly lower than the values at which investments had been reflected in prior fund net asset values would result in

reduced earnings or losses for the applicable fund, and potentially the loss of carried interest and incentive fees. Changes in

values attributed to investments from quarter to quarter may result in volatility in the net asset values and results of operations

that we report from period to period. In addition, a situation where asset values turn out to be materially different than values

reflected in prior fund net asset values could cause investors to lose confidence in us, which could in turn result in difficulty in

raising additional funds.

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While the fair values of investments in our funds are generally determined quarterly, certain of our products are

required to determine net asset values on a more frequent basis, such as monthly or daily, for purposes of establishing the price

at which the fund sells its units. While the investment values in these funds are adjusted to incorporate the latest financial

information as well as broader market-driven events, there is risk that rapidly changing market conditions or material events

may not be immediately reflected in the respective fund’s net asset value used for pricing.

The due diligence process that we undertake in connection with investments by our funds may not reveal all facts that may

be relevant in connection with an investment.

When evaluating a potential business or asset for investment, we conduct due diligence that we deem reasonable and

appropriate based on the facts and circumstances applicable to such investment. In particular, when conducting due diligence,

we may be required to evaluate important and complex issues, including but not limited to those related to business, financial,

credit risk, tax, accounting, sustainability, legal, and regulatory and macroeconomic trends. With respect to sustainability, the

nature and scope of our diligence will vary based on the investment, but may include a review of, among other things: energy

management, air and water pollution, land contamination, human capital management, human rights, employee health and

safety, accounting standards, and bribery and corruption. Selecting and evaluating such factors is subjective by nature, and there

is no guarantee that the criteria utilized or judgment exercised by us or a third-party specialist (if any) will reflect the policies or

preferred practices of any particular investor or align with the practices of other asset managers or with market trends. The

materiality of various risks and impact of such risks on an individual potential investment or portfolio as a whole depend on

many factors, including the relevant industry, geography and asset class, and the nature of the investment. Outside consultants,

legal advisers, accountants, and investment banks may be involved in the due diligence process in varying degrees depending

on the type of investment. The due diligence investigation that we will carry out with respect to any investment opportunity

may not reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evaluating such

investment opportunity, and we may not identify or foresee future developments that could have a material adverse effect on an

investment, including, for example, potential factors, such as technological disruption of a specific company or asset, or an

entire industry, including as a result of the rapid development and implementation of AI Technologies. See “Risks Related to

our Company—Use of artificial intelligence technology by us could lead to the exposure of our data or other adverse effects

and increase competitive, operational, legal, and regulatory risks in ways that we cannot predict.”

In addition, some matters covered by our diligence, such as sustainability, are continuously evolving, and we may not

accurately or fully anticipate such evolution. The framework we may use to evaluate certain diligence considerations may not

represent a universally recognized standard for assessing such considerations. For example, AIFMD requires us to identify,

measure, manage, and monitor sustainability risks relevant to the funds managed by our EU AIFMs and take into account

sustainability risks when performing investment due diligence. Such requirements may make our funds less attractive to

investors, and any non-compliance with such requirements may subject us to regulatory action. Moreover, when conducting due

diligence on investments, including with respect to investments made by our funds, we rely on the resources available to us and

information supplied by third parties, including information provided by the target of the investment. The information we

receive from third parties may not be accurate or complete and therefore we may not have all the relevant facts and information

necessary to properly assess and monitor our funds’ investment.

We may be unable to consummate or successfully integrate development opportunities, acquisitions, or joint ventures that

we pursue.

We may, from time to time, seek to engage in selective development or acquisition of asset management businesses or

other businesses complementary to our business where we think we can add substantial value or generate substantial returns.

We may not be able to identify or consummate such opportunities, including due to competition for such opportunities, our

ability to accurately value such opportunities, and the need to negotiate acceptable terms and obtain requisite approvals and

licenses from relevant governmental authorities, for such opportunities. In addition, even if we are able to identify and

successfully complete an acquisition, we may encounter unexpected difficulties or incur unexpected costs associated with

integrating and overseeing the operations of the new businesses.

Dependence on significant leverage in investments by our funds could adversely affect our ability to achieve attractive rates

of return on those investments.

Many of our carry funds’ investments rely heavily on the use of leverage, and our ability to achieve attractive rates of

return on investments will depend on our ability to access sufficient sources of indebtedness at attractive rates. For example, in

many private equity investments, indebtedness may constitute and historically has constituted up to 70% or more of a portfolio

company’s or real estate asset’s total debt and equity capitalization, including debt that may be incurred in connection with the

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investment, whether incurred at or above the investment-level entity. The absence of available sources of sufficient debt

financing for extended periods of time could therefore materially and adversely affect our Global Private Equity businesses.

An increase in either the general levels of interest rates or in the risk spread demanded by sources of indebtedness

would make it more expensive to finance those investments, thereby reducing returns. While increases in interest rates may lead

to higher risk adjusted returns for our Global Credit business, when coupled with restrictions on the deductibility of interest

expense, such increases also may lead to higher default rates and lower valuations of existing assets and cause deployment of

capital to slow, cash flow issues, and/or credit challenges if such interest rates have not otherwise been fixed or hedged.

Increases in interest rates also could make it more difficult to locate and consummate private equity investments because other

potential buyers, including operating companies acting as strategic buyers, may be able to bid for an asset at a higher price due

to a lower overall cost of capital or their ability to benefit from a higher amount of cost savings following the acquisition of the

asset. See “Risks Related to Our Company—Adverse economic and market conditions and other events or conditions

throughout the world could negatively impact our business in many ways, including by reducing the value or performance of

the investments made by our investment funds and reducing the ability of our investment funds to raise capital, any of which

could materially reduce our revenue, earnings, and cash flow and adversely affect our financial prospects and condition.” In

addition, a portion of the indebtedness used to finance private equity investments often includes leveraged loans and high-yield

and other debt securities issued in the public capital markets and debt instruments privately placed with institutional investors in

the private capital markets. Availability of capital from the leveraged loan, high-yield, and private debt markets is subject to

significant volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all,

when completing an investment. Certain investments also may be financed through borrowings on fund-level debt facilities,

which may or may not be available for a refinancing at the end of their respective terms. Moreover, to the extent there is a

reduction in the availability of financing for extended periods of time, the purchasing power of a prospective buyer may be

more limited, adversely impacting the fair value of our funds’ investments and thereby reducing the acquisition price. Finally,

recent developments in U.S. and international tax policy have significantly limited the availability of income tax deductions for

interest payments on leverage used to finance some of our funds’ investments. Interest deductibility rules continue to evolve,

and further restrictions and changes are anticipated in the U.S. and other jurisdictions. See “Risks Related to Taxation—

Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax authorities could

negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should unexpected taxes be

assessed to portfolio investments (companies) or fund income.” Such restrictions could reduce the after-tax rates of return on

the affected investments, which may have an adverse impact on our business and financial results.

Investments in highly leveraged entities also are inherently more sensitive to declines in revenue, increases in expenses

and interest rates, and adverse economic, market, and industry developments. Moreover, the incurrence of a significant amount

of indebtedness by an entity could, among other things:

•subject the entity to a number of restrictive covenants, terms, and conditions, any violation of which could be

viewed by creditors as an event of default and could materially impact our ability to realize value from the

investment;

•allow even moderate reductions in operating cash flow to render the entity unable to service its indebtedness,

leading to a bankruptcy or other reorganization of the entity and a loss of part or all of the equity investment

in it;

•give rise to an obligation to make mandatory prepayments of debt using excess cash flow, which might limit

the entity’s ability to respond to changing industry conditions to the extent additional cash is needed for the

response, to make unplanned but necessary capital expenditures, or to take advantage of growth opportunities;

•limit the entity’s ability to adjust to changing market conditions, thereby placing it at a competitive

disadvantage compared to its competitors that have relatively less debt;

•limit the entity’s ability to engage in strategic acquisitions that might be necessary to generate attractive

returns or further growth; and

•limit the entity’s ability to obtain additional financing or increase the cost of obtaining such financing,

including for capital expenditures, working capital or other general corporate purposes.

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As a result, the risk of loss associated with a leveraged entity generally is greater than for companies with

comparatively less debt. Similarly, the leveraged nature of the investments of our real assets funds increases the risk that a

decline in the fair value of the underlying real estate or tangible assets will result in their abandonment or foreclosure.

When our Global Private Equity funds’ portfolio investments reach the point when debt incurred to finance those

investments matures in significant amounts and must either be repaid or refinanced, those investments may suffer materially if

they have not generated sufficient cash flow to repay maturing debt and there is insufficient capacity and availability in the

financing markets to permit them to refinance maturing debt on satisfactory terms, or at all. If a limited availability of financing

for such purposes were to persist for an extended period of time, when significant amounts of the debt incurred to finance our

Global Private Equity funds’ portfolio investments came due, these funds could be materially and adversely affected.

Many of our Global Credit funds may choose to use leverage as part of their respective investment programs and

regularly borrow a substantial amount of their capital. The use of leverage poses a significant degree of risk and enhances the

possibility of a significant loss in the value of the investment portfolio. A fund may borrow money from time to time to

purchase or carry securities or may enter into derivative transactions (such as total return swaps) with counterparties that have

embedded leverage. The interest expense and other costs incurred in connection with such borrowing may not be recovered by

appreciation in the securities purchased or carried and will be lost, and the timing and magnitude of such losses may be

accelerated or exacerbated, in the event of a decline in the market value of such securities. Gains realized with borrowed funds

may cause the fund’s net asset value to increase at a faster rate than would be the case without borrowings. However, if

investment results fail to cover the cost of borrowings, the fund’s net asset value could also decrease faster than if there had

been no borrowings. Increases in interest rates also could decrease the value of fixed-rate debt investment that our investment

funds make. In addition, to the extent that any changes in tax law make debt financing less attractive to certain categories of

borrowers, this could adversely affect the investment opportunities for our credit-focused funds.

Any of the foregoing circumstances could have a material adverse effect on our results of operations, financial

condition, and cash flow.

High interest rates and challenging debt market conditions have negatively impacted and could continue to negatively

impact the values of certain assets or investments and the ability of our funds and their portfolio companies to access the

capital markets, which could adversely affect investment and realization opportunities, lead to lower-yielding investments,

and potentially decrease our net income.

In 2022 and 2023, in light of increasing inflation, the U.S. Federal Reserve increased interest rates eleven times. Since

September 2024, the Federal Reserve has reduced the policy rate by 175 basis points as of December 31, 2025. However, going

forward, base interest rates may not decline as much as anticipated or could even increase again if inflation does not converge

sufficiently towards its target. Persistently large fiscal deficits and high levels of economywide capital expenditures have

increased longer-dated yields even as the Federal Reserve has reduced the policy rate. Credit spreads, which currently sit near

historic lows, could widen and thus increase the all-in financing rate even with reduced policy rates. Rising interest rates create

downward pressure on the price of real estate and the value of fixed-rate debt investments made by our funds. In addition, our

funds have faced, and could continue to face, difficulty in realizing value from investments due to sustained challenges in the

exit environment. Finally, shifts in interest rate trajectories that do not align with existing market expectations may

subsequently spark equity and credit market volatility that negatively affects portfolio company, asset, and fund-level

performance.

An increase in interest rates has and could continue to increase the cost of debt financing for the transactions our funds

pursue. In addition, a significant contraction or weakening in the market for debt financing or other adverse change relating to

the terms of debt financing (such as, for example, higher equity requirements and/or more restrictive covenants), particularly in

the area of acquisition financings for private equity and real estate transactions, could have a material adverse effect on our

business. For example, a portion of the indebtedness used to finance certain fund investments often includes high-yield debt

securities issued in the capital markets. Availability of capital from the high-yield debt markets is subject to significant

volatility, and there may be times when we might not be able to access those markets at attractive rates, or at all, when

completing an investment. Moreover, the financing of acquisitions or the operations of our funds’ portfolio companies with

debt may become less attractive due to limitations on the deductibility of corporate interest expense. See “Risks Related to

Taxation—Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax authorities

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could negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should unexpected taxes be

assessed to portfolio investments (companies) or fund income.”

If our funds are unable to obtain committed debt financing for potential acquisitions, can only obtain debt financing at

an increased interest rate or on unfavorable terms, or the ability to deduct corporate interest expense is substantially limited, our

funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the

ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise

profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a

decrease in our funds’ performance and, therefore, our revenues. In addition, rising interest rates, coupled with periods of

significant equity and credit market volatility, may potentially make it more difficult for us to find attractive opportunities for

our funds to exit and realize value from their existing investments.

Our funds’ portfolio companies also regularly utilize the corporate debt markets to obtain financing for their

operations. To the extent monetary policy, tax, or other regulatory changes or difficult credit markets render such financing

difficult to obtain, more expensive, or otherwise less attractive, this may also negatively impact the financial results of those

portfolio companies and, therefore, the investment returns on our funds. In addition, to the extent that market conditions and/or

tax or other regulatory changes make it difficult or impossible to refinance debt that is maturing in the near term, some of our

funds’ portfolio companies may be unable to repay such debt at maturity and may be forced to sell assets, undergo a

recapitalization, or seek bankruptcy protection.

Our asset management activities involve investments in relatively illiquid assets, and we may fail to realize any profits from

these activities for a considerable period of time.

Many of our investment funds invest in securities that are not publicly traded. In many of those cases, our investment

funds may be prohibited by contract or by applicable securities laws from selling such securities for a period of time. Our

investment funds will generally not be able to sell these securities publicly unless their sale is registered under applicable

securities laws, or unless an exemption from such registration is available. The ability of many of our investment funds,

particularly our private equity funds, to dispose of investments is heavily dependent on the public equity markets. For example,

the ability to realize any value from an investment may depend upon the ability to complete an initial public offering of the

portfolio company in which such investment is held. Even if the securities are publicly traded, large holdings of securities can

often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward movement in

market prices during the intended disposition period. In addition, because the investment strategy of many of our funds,

particularly our private equity and real estate funds, often entails our having representation on our funds’ public portfolio

company boards, our funds may be restricted in their ability to effect such sales during certain periods of time. Accordingly,

under certain conditions, our investment funds may be forced to either sell securities at lower prices than they had expected to

realize or defer, potentially for a considerable period of time, sales that they had planned to make.

Our investment funds make investments in companies that we do not control.

Investments by many of our investment funds will include debt instruments and equity securities of companies that we

do not control. Such instruments and securities may be acquired by our investment funds through trading activities or through

purchases of securities from the issuer. In addition, our funds may acquire minority equity interests in large transactions, which

may be structured as “consortium transactions” due to the size of the investment and the amount of capital required to be

invested. A consortium transaction involves an equity investment in which two or more private equity or other firms serve

together or collectively as equity sponsors. We have participated in several consortium transactions due to the increased size of

many of the transactions in which we are involved and may continue to do so in the future. Consortium transactions generally

entail a reduced level of control by our firm over the investment, because governance rights must be shared with the other

consortium sponsors. Accordingly, we may not be able to control decisions relating to a consortium investment, including

decisions relating to the management and operation of the company and the timing and nature of any exit. Our funds may also

dispose of a portion of their majority equity investments in portfolio companies over time in a manner that results in the funds

retaining a minority investment. Those investments may be subject to the risk that the company in which the investment is

made may make business, tax, legal, financial, or management decisions with which we do not agree or that the majority

stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. If

any of the foregoing were to occur, the value of investments by our funds could decrease and our financial condition, results of

operations, and cash flow could suffer as a result.

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Our investment funds may invest in assets denominated in currencies that differ from the currency in which the fund is

denominated.

When our investment funds invest in assets denominated in currencies that differ from the functional currency of the

relevant fund, fluctuations in currency rates could impact the performance of such investment funds. For example, Carlyle

sponsors U.S. dollar-denominated funds that invest in assets denominated in foreign currencies such as our buyout and growth

funds in Asia. In the event that the U.S. dollar appreciates, the market value of the investments in these funds will decline even

if the underlying investments perform well in local currency. In addition, our buyout and growth funds in Europe and certain

AlpInvest funds are Euro-denominated and may have investments denominated in U.S. dollar, British pound, or other

currencies. In the event the Euro appreciates, the market value of investments in these funds would decline even if the

underlying investments perform well in local currency.

We may employ hedging techniques to manage these risks, but we can offer no assurance that such strategies will be

effective or tax efficient. If we engage in hedging transactions, we may be exposed to additional risks associated with such

transactions. See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Risk management

activities may adversely affect the return on our and our funds’ investments” and “Risks Related to Regulation and Litigation—

Financial regulations and changes thereto in the United States could adversely affect our business and the possibility of

increased regulatory focus could result in additional burdens and expenses on our business.”

Our funds make investments in companies that are based outside of the United States, which may expose us to additional

risks not typically associated with investing in companies that are based in the United States.

Many of our investment funds invest a significant portion of their assets in the equity, debt, loans, or other securities of

issuers located outside the United States. International investments have increased, and we expect will continue to increase as a

proportion of certain of our funds’ portfolios in the future. Investments in non-U.S. securities involve certain factors not

typically associated with investing in U.S. securities, including risks relating to:

•currency exchange matters, including fluctuations in currency exchange rates and costs associated with

conversion of investment principal and income from one currency into another;

•less developed or efficient financial markets than in the United States, which may lead to potential price

volatility and relative illiquidity;

•the absence of uniform accounting, auditing, and financial reporting standards, practices, and disclosure

requirements and less government supervision and regulation;

•changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could

adversely impact the returns on our funds’ investments;

•a less developed legal or regulatory environment, differences in the legal and regulatory environment, or

enhanced legal and regulatory compliance;

•heightened exposure to corruption risk and/or economic sanction risk in certain non-U.S. markets;

•political hostility to investments by foreign or private equity investors;

•reliance on a more limited number of commodity inputs, service providers, and/or distribution mechanisms;

•more volatile or challenging market or economic conditions, including higher rates of inflation;

•higher transaction costs;

•difficulty in enforcing contractual obligations;

•fewer investor protections and less publicly available information about companies;

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•certain economic and political risks, including potential exchange control regulations and restrictions on our

non-U.S. investments and repatriation of profits on investments or of capital invested, the risks of war,

terrorist attacks, political, economic or social instability, the possibility of expropriation or confiscatory

taxation, and adverse economic and political developments; and

•the possible imposition of non-U.S. taxes or withholding on income and gains recognized with respect to such

securities.

In addition, investments in companies that are based outside of the United States may be negatively impacted by

restrictions on international trade or the imposition of tariffs (and any resulting reciprocal tariffs), which have been an area of

focus for the current U.S. Presidential administration. See “Risks Related to Our Business Operations—Risks Related to the

Assets We Manage—Trade negotiations and related government actions may create regulatory uncertainty for our funds’

portfolio companies and our investment strategies and adversely affect the profitability of our funds’ portfolio companies.”

Our equity investments and some of our debt investments rank junior to investments made by others, exposing us to a

greater risk of losing our investment.

In many cases, the companies in which we or our funds invest have, or are permitted to have, outstanding indebtedness

or equity securities that rank senior to our or our fund’s investment. By their terms, such instruments may provide that their

holders are entitled to receive payments of distributions, interest, or principal on or before the dates on which payments are to

be made in respect of our or our fund’s investment. In the event of insolvency, liquidation, dissolution, reorganization, or

bankruptcy of a company in which an investment is made, holders of securities ranking senior to our investment would

typically be entitled to receive payment in full before distributions could be made in respect of our investment. In addition, debt

investments made by us or our funds in our portfolio companies may be equitably subordinated to the debt investments made by

third parties in our portfolio companies. After repaying senior security holders, the company may not have any remaining assets

to use for repaying amounts owed in respect of our investment. To the extent that any assets remain, holders of claims that rank

equally with our investment would be entitled to share on an equal and ratable basis in distributions that are made out of those

assets. Moreover, during periods of financial distress or following insolvency, the ability of us or our funds to influence a

company’s affairs and to take actions to protect an investment will likely be substantially less than that of the senior creditors.

Certain of our fund investments may be concentrated in particular asset types or geographic regions, which could

exacerbate any negative performance of those funds to the extent those concentrated investments perform poorly.

The governing agreements of our investment funds contain only limited investment restrictions and only limited

requirements as to diversification of fund investments, either by geographic region or asset type. For example, we advise funds

that invest predominantly in the United States, Europe, Asia, and Japan, and we advise funds that invest in a single industry

sector, such as financial services, aviation, and power. During periods of difficult market conditions, slowdowns, or increased

borrower defaults in those sectors or geographic regions, decreased revenue, difficulty in obtaining access to financing, and

increased funding costs experienced by our funds may be exacerbated by this concentration of investments, which could result

in lower investment returns for our funds. Such concentration may increase the risk that events affecting a specific geographic

region or asset type could have an adverse or disparate impact on such investment funds, as compared to funds that invest more

broadly. Idiosyncratic factors impacting specific companies or securities can materially affect fund performance depending on

the size of the position.

Certain of our investment funds may invest in securities of companies that are experiencing significant financial or business

difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such

investments are subject to a greater risk of poor performance or loss.

Certain of our investment funds, especially our distressed funds, may invest in business enterprises involved in work-

outs, liquidations, reorganizations, bankruptcies, and similar transactions, and may purchase high-risk receivables. An

investment in such business enterprises entails the risk that the transaction in which such business enterprise is involved either

will be unsuccessful, will take considerable time, or will result in a distribution of cash or a new security the value of which will

be less than the purchase price to the fund of the security or other financial instrument in respect of which such distribution is

received. In addition, if an anticipated transaction does not in fact occur, the fund may be required to sell its investment at a

loss. Investments in troubled companies may also be adversely affected by U.S. federal and state laws relating to, among other

things, fraudulent conveyances, voidable preferences, lender liability, and a bankruptcy court’s discretionary power to disallow,

subordinate, or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in

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connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve

substantial litigation, which has the potential to adversely impact us or unrelated funds or portfolio companies. Due to the

substantial uncertainty concerning the outcome of transactions involving financially troubled companies, there is a potential risk

of loss by a fund of its entire investment in such company. Adverse publicity and investor perceptions, whether or not based on

fundamental analysis, may also decrease the value and liquidity of securities rated below investment grade or otherwise

adversely affect our reputation.

In addition, at least one federal circuit court has determined that an investment fund could be liable for ERISA Title IV

pension obligations (including withdrawal liability incurred with respect to union multiemployer plans) of its portfolio

companies, if such fund is a “trade or business” and the fund’s ownership interest in the portfolio company is significant

enough to bring the investment fund within the portfolio company’s “controlled group.” While a number of cases have held that

managing investments is not a “trade or business” for tax purposes, the circuit court in this case concluded the investment fund

could be a “trade or business” for ERISA purposes based on certain factors, including the fund’s level of involvement in the

management of its portfolio companies and the nature of its management fee arrangements. Litigation related to the circuit

court’s decision suggests that additional factors may be relevant for purposes of determining whether an investment fund could

face “controlled group” liability under ERISA, including the structure of the investment and the nature of the fund’s

relationship with other affiliated investors and co-investors in the portfolio company. Moreover, regardless of whether an

investment fund is determined to be a “trade or business” for purposes of ERISA, a court might hold that one of the fund’s

portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities

pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as

noted above.

We are reliant on third-party service providers for certain aspects of our business and are subject to risks in using prime

brokers, custodians, counterparties, administrators, and other agents.

We are reliant on other third-party service providers for certain technology platforms that facilitate the continued

operation of our business, including cloud-based services. We generally have less control over the delivery of such third-party

services and, as a result, may face disruptions to our ability to operate our business as a result of interruptions of such services.

A prolonged global failure of cloud services provided to us could result in cascading systems failures. In addition, we may not

be able to adapt our information systems and technology to accommodate our growth, or the cost of maintaining such systems

may increase materially from its current level, which could have a material adverse effect on us.

Many of our funds depend on the services of prime brokers, custodians, counterparties, administrators, and other

agents, including to carry out certain securities and derivatives transactions. The terms of these contracts are often customized

and complex, and many of these arrangements occur in markets or relate to products that are subject to limited or no regulatory

oversight. Some of our funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which

has the effect of concentrating the transaction volume (and related counterparty default risk) of these funds with these

counterparties. Our funds are subject to the risk that the counterparty to one or more of these contracts defaults, either

voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to

us. Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack

contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times

of market stress, which is when defaults are most likely to occur.

In addition, our risk management process may not accurately anticipate the impact of market stress or counterparty

financial condition and, as a result, we may not have taken sufficient action to reduce our risks effectively. Default risk may

arise from events or circumstances that are difficult to detect, foresee, or evaluate. Moreover, concerns about, or a default by,

one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to

significant losses. Although we have risk management processes to ensure that we are not exposed to a single counterparty for

significant periods of time, given the large number and size of our funds, we often have large positions with a single

counterparty. For example, most of our funds have credit lines. If the lender under one or more of those credit lines were to

become insolvent, we may have difficulty replacing the credit line and one or more of our funds may face liquidity problems.

In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty

to a significant number of our contracts, one or more of our funds may have outstanding trades that they cannot settle or are

delayed in settling. As a result, these funds could incur material losses and the resulting market impact of a major counterparty

default could harm our businesses, results of operation, and financial condition. In addition, under certain local clearing and

settlement regimes in Europe, we or our funds could be subject to settlement discipline fines. See “Risks Related to Our

Business Operations—Risks Related to the Assets We Manage—Our funds make investments in companies that are based

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outside of the United States, which may expose us to additional risks not typically associated with investing in companies that

are based in the United States.”

In the event of the insolvency of a prime broker, custodian, counterparty, or any other party that is holding assets of

our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime

broker’s, custodian’s, or counterparty’s unsecured creditors in relation to the assets held as collateral. In addition, our funds’

cash held with a prime broker, custodian, or counterparty generally will not be segregated from the prime broker’s, custodian’s,

or counterparty’s own cash, and our funds may therefore rank as unsecured creditors in relation thereto. If our derivatives

transactions are cleared through a derivatives clearing organization, the CFTC has issued final rules regulating the segregation

and protection of collateral posted by customers of cleared and uncleared swaps. The CFTC is also working to provide new

guidance regarding prime broker arrangements and intermediation generally with regard to trading on swap execution facilities.

The counterparty risks that we face have increased in complexity and magnitude over time. For example, in certain

areas the number of counterparties we face has increased and may continue to increase, which may result in increased

complexity and monitoring costs. Conversely, in certain other areas, the consolidation and elimination of counterparties has

increased our concentration of counterparty risk and decreased the universe of potential counterparties, and our funds are

generally not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with

one counterparty. In addition, counterparties have in the past and may in the future react to market volatility by tightening

underwriting standards and increasing margin requirements for all categories of financing, which may decrease the overall

amount of leverage available and increase the costs of borrowing.

Our investments are subject to a number of inherent and significant risks.

Our results are highly dependent on our continued ability to generate attractive returns from our investments.

Investments made by our business segments involve a number of significant risks, including the following:

•we advise funds that invest in businesses that operate in a variety of industries that are subject to extensive

domestic and foreign regulation, such as the telecommunications industry, the aerospace, defense, and

government services industry, the life sciences industry, and the healthcare industry (including companies that

supply equipment and services to governmental agencies), that may involve greater risk due to rapidly

changing market and governmental conditions in those sectors;

•significant failures of our investments to comply with laws and regulations applicable to them may expose us

to liabilities, fines, or penalties, could affect the ability of our funds to invest in other companies in certain

industries in the future, and could harm our reputation;

•companies in which investments are made may have limited financial resources and may be unable to meet

their obligations, which may be accompanied by a deterioration in the value of their equity securities or any

collateral or guarantees provided with respect to their debt;

•companies or assets in which investments are made are more likely to depend on the management talents and

efforts of a small group of persons and, as a result, the death, disability, resignation, or termination of one or

more of those persons could have a material adverse impact on their business and prospects and the

investment made;

•companies in which investments are made may be businesses or divisions acquired from larger operating

entities that may require a rebuilding or replacement of financial reporting, information technology,

operations, and other areas;

•companies or assets in which investments are made may from time to time be parties to litigation, may be

engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may

require substantial additional capital to support their operations, finance expansion, or maintain their

competitive position;

•instances of fraud, corruption, and other deceptive practices committed by senior management of portfolio

companies in which our funds invest may undermine our due diligence efforts with respect to such companies

and, upon the discovery of such fraud, negatively affect the valuation of a fund’s investments as well as

contribute to overall market volatility that can negatively impact a fund’s investment program;

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•our funds may make investments that they do not advantageously dispose of prior to the date the applicable

fund is dissolved, either by expiration of such fund’s term or otherwise, resulting in a lower than expected

return on the investments and, potentially, on the fund itself;

•our funds generally establish the capital structure of portfolio companies on the basis of the financial

projections based primarily on management judgments and assumptions, and general economic conditions

and other factors may cause actual performance to fall short of these financial projections, which could cause

a substantial decrease in the value of our equity holdings in the portfolio company and cause our funds’

performance to fall short of our expectations;

•our transactions involve complex tax structuring that could be challenged or disregarded, which may result in

losing treaty benefits or would otherwise adversely impact our investments; and

•executive officers, directors, and employees of an equity sponsor may be named as defendants in litigation

involving a company or asset in which an investment is made or is being made.

Our funds may be forced to dispose of investments at a disadvantageous time.

Our funds may make investments that are not advantageously disposed of prior to the date the applicable fund is

dissolved, either by expiration of such fund’s term or otherwise. Although we generally expect that our funds will dispose of

investments prior to dissolution or that investments will be suitable for in-kind distribution at dissolution, we may not be able to

do so. The general partners of our funds have only a limited ability to extend the term of the fund with certain consent

provisions and, therefore, we may be required to sell, distribute, or otherwise dispose of investments at a disadvantageous time

prior to dissolution. This would result in a lower than expected return on the investments and potentially on the fund itself.

Our private equity funds’ performance, and our performance, has been and may in the future be adversely affected by the

financial performance of our portfolio companies and the industries in which our funds invest.

Our performance and the performance of our private equity funds are significantly impacted by the value of the

companies in which our funds have invested. Our funds invest in companies in many different industries, each of which is

subject to volatility based upon a variety of factors, including economic, market, and geopolitical factors. During recessions,

periods of elevated uncertainty, or phases of challenging economic and market conditions, we experience significant

fluctuations in the fair value of securities held by our funds. Obstacles to growth in the near-term are numerous, such as tariffs,

geopolitical and domestic political uncertainty, large fiscal deficits, the risk of stickier inflation, unexpected shifts in monetary

and fiscal policy, depressed labor force participation, the risk of labor shortages in the face of more restrictive immigration

policies, high levels of public debt, slowing population growth, supply chain pressures, and economic stress outside the United

States. These factors and other general economic trends may impact the performance of our portfolio companies in many

industries and geographies. In addition, the value of our investments in portfolio companies in the financial services industry is

impacted by the overall health and stability of the credit and equity markets. The U.S. dollar fell 7.3% in 2025 on a broad trade-

weighted basis, with losses concentrated in the first half of the year. While a weaker dollar is favorable to U.S. exporters and

corporates with significant foreign revenues, it can depress the profits of companies in Europe and Asia that rely on exports to

the U.S. market. The weaker dollar also exacerbates the impact of recently imposed tariffs for those U.S. companies that rely on

imports as inputs into their businesses.

The performance of our private equity funds, and our performance, may be adversely affected to the extent our fund

portfolio companies experience adverse performance or additional pressure due to exogenous factors, such as the Russian

invasion of Ukraine and another pandemic or global health crisis like the COVID-19 pandemic. In addition, the performance of

our investment funds and our portfolio companies may be adversely affected by increases in inflationary pressures such as

employee wage growth or rising input costs, which could compress profit margins, particularly at our portfolio companies that

are unable to effectively increase prices in response. Rapid and unforeseen technological transformation, such as the emergence

of large language models and generative AI, may introduce the risk of obsolescence to portfolio companies and negatively

affect their performance. With respect to real estate, various factors could have an adverse effect on investment performance,

including, among others, deflation in consumer prices, a low level of consumer confidence in the economy, and/or the

residential real estate market and rising mortgage interest rates. In response to financial difficulties that are currently being

experienced or that may be experienced in the future by certain portfolio companies or real estate investments, we may consider

legal, regulatory, tax, or other factors in determining the steps we may take to support such companies or investments, which

may include enhancing the management team or funding additional capital investments from our investment funds, our senior

Carlyle professionals, and/or us. The actions we may take to support companies or investments experiencing financial

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difficulties may not be successful in remedying the financial difficulties and our investment funds, our senior Carlyle

professionals, or we may not recoup some or all of any capital investments made in support of such companies or investments.

Our CLO business and investment into CLOs involves certain risks.

CLOs may present risks similar to other types of debt obligations and, in fact, such risks may be of greater

significance. CLOs invest on a leveraged basis in loans or securities that are themselves highly leveraged investments, which

increases both the opportunity for higher returns as well as the magnitude of losses compared to unlevered investments. As a

result of such funds’ leverage position, CLOs are at increased risk of suffering losses. Investments in structured vehicles,

including equity and debt securities issued by CLOs, involve risks such as liquidity risk, credit risk, and market risk. Changes in

interest rates and credit quality may cause short-term price fluctuations, increase in credit spreads, decline in ratings, or longer-

term impairment. In addition, a reduction in the liquidity of the credit markets may result in an increase in credit spreads and a

decline in ratings, performance, and market values for leveraged loans. We have significant exposure to these markets through

our investment in our CLOs.

CLO securities carry additional risks, including, but not limited to, the possibility that distributions from collateral

assets will be inadequate to make interest, management fee, or other payments to Carlyle as equity holder or manager. The

collateral itself may decline in value, default, or be downgraded and changes in the collateral may cause payments on the

instruments we hold to be reduced, either temporarily or permanently. Non-payment could result in a reduction of our income

and revenues. CLO securities may be less liquid than other types of securities and may experience greater price volatility than

the individual assets that comprise the CLO collateral. In addition, CLOs and other structured finance securities are subject to

prepayment risk. The performance of a CLO or other structured finance security is generally affected by a variety of factors,

including the security’s priority in the capital structure, the availability of any credit enhancement, the level and timing of

payments and recoveries on and the characteristics of the underlying collateral, the adequacy of and ability to realize upon any

related collateral, and the capability of the collateral manager. There are also risks that the trustee or administrator of a CLO

does not properly carry out its duties to the CLO, potentially resulting in losses. Moreover, the complex structure of a CLO may

produce unexpected investment results, especially during times of market stress or volatility.

We earn management fees from our CLOs, including subordinated fees. The subordinated fees could be negatively

impacted if one or more CLOs fail certain tests related to overcollateralization (including the interest diversion test) set forth in

their respective indentures. Worsening credit conditions and/or a deterioration in loan performance generally leads to defaults or

downgrades of a CLO’s underlying collateral obligations, downgrade of a CLO’s rated securities, and possible failure of one or

more overcollateralization tests and/or interest diversion tests, which could divert funds otherwise available to pay management

fees to instead be used to either pay down the principal on the securities issued by the CLO in an amount necessary to cause

such tests to pass or purchase sufficient collateral in an amount necessary to pass such tests. If either of these scenarios

occurred, it could result in either a temporary deferral or permanent loss of such management fees.

Underwriting, syndicating, and securities placement activities expose us to risks.

TCG Capital Markets may act as an underwriter, syndicator, or placement agent for security offerings and TCG

Senior Funding L.L.C. may act as an underwriter, originator, syndicator, or placement agent in loan originations. If we are

unable to sell securities or place loans at the anticipated price levels where we act as an underwriter, syndicator, or placement

agent, we may incur losses and suffer reputational harm.

As an underwriter, syndicator, or placement agent, we also may be subject to potential liability for material

misstatements or omissions in prospectuses and other offering documents relating to offerings we underwrite, syndicate, or

place. In certain situations, we may have liabilities arising from transactions in which our investment fund may participate as a

purchase or a seller of securities, which could constitute a conflict of interest or subject us to damages or reputational harm.

Our Carlyle AlpInvest business is subject to additional risks.

Our Carlyle AlpInvest business is subject to additional risks, including the following:

•Carlyle AlpInvest is subject to business and other risks and uncertainties generally consistent with our

business as a whole, including legal, tax, and regulatory risks; the avoidance or management of conflicts of

interest; the ability to attract and retain investment professionals and other personnel; and risks associated

with the acquisition of new investment platforms. In addition, the business is separated from the rest of the

firm by an informational wall designed to prevent certain types of information from flowing from the Carlyle

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AlpInvest platform to the rest of the firm. This information barrier limits the collaboration between our

investment professionals with respect to specific investments, and may impair our ability to offer services to

investors that are provided across our business segments.

•Pursuant to our current arrangements with the various businesses, we restrict our participation in the

investment activities undertaken by our Carlyle AlpInvest segment (including with respect to AlpInvest),

which may in turn limit our ability to address risks arising from their investment activities. For so long as

these arrangements are in place, we will observe substantial restrictions on our ability to access specific

investment information or engage in day-to-day participation in the AlpInvest investment businesses,

including a restriction that AlpInvest investment decisions are made and maintained without involvement by

other Carlyle personnel and that no specific investment data, other than data on the investment performance

of its investment funds and managed accounts, will be shared with management. Generally, we have a

reduced ability to identify or respond to investment and other operational issues that may arise within the

Carlyle AlpInvest business, relative to other Carlyle investment funds.

•Similar to other parts of our business, Carlyle AlpInvest is seeking to broaden its investor base by raising

funds and advising separate accounts for investors on an account-by-account basis, including continuously

offered funds for the private wealth channel that are typically highly regulated products. The number and

complexity of such investor mandates and fund structures have increased as a result of continuing fundraising

efforts, and the activation of mandates with existing investors.

•Conflicts may arise between such Carlyle AlpInvest funds and separate managed accounts (e.g., competition

for investment opportunities), and in some cases conflicts may arise between a Carlyle AlpInvest fund or

managed account and a Carlyle fund. In addition, certain managed accounts and funds have different or

heightened standards of care, and if they invest in other investment funds sponsored by us it could result in

lower management fees and carried interest to us than Carlyle’s typical investment funds.

Industry Risks Related to the Assets We Manage

Our real estate funds are subject to risks inherent in the ownership and operation of real estate and the construction and

development of real estate.

Investments in our real estate funds are subject to the risks inherent in the ownership and operation of real estate and

real estate-related businesses and assets. These risks include the following:

•those associated with the burdens of ownership of real property;

•general and local economic conditions;

•changes in supply of and demand for competing properties in an area (as a result, for instance, of

overbuilding);

•changes in interest rates and related increases in borrowing costs;

•fluctuations in the average occupancy and room rates for hotel and student housing properties;

•changes in demand for commercial office properties (including as a result of an increased prevalence of

remote work);

•population and demographic shifts;

•the financial resources of tenants and defaults by tenants or borrowers;

•changes in building, environmental, zoning, and other laws;

•restrictive covenants, encumbrances, and other land or use restrictions;

•failure to obtain necessary approvals and/or permits;

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•energy and supply shortages;

•casualty or condemnation losses;

•various uninsured or uninsurable risks;

•natural disasters, including increased physical risks from climate change such as event-driven exposures

resulting from the increased severity of extreme weather events, such as cyclones, hurricanes, wildfires, or

floods, and consequences of longer-term shifts in climate patterns, for example, sustained higher temperatures

that may cause sea levels to rise or chronic heat waves, and the effects of climate change on supply and

demand;

•changes in government statutes, regulations, or regulatory action or regulatory interpretation at the federal,

state, or local level (such as vacancy control, rent control, pricing software or practices, price disclosure, and

climate change), litigation from public or private parties relating thereto, and changes in market practices in

consideration of the foregoing;

•changes in the way real estate is occupied as a result of pandemics or other unforeseen events;

•changes in real property tax rates and operating expenses;

•the reduced availability of mortgage funds or other forms of financings, including construction financing,

which may render the sale or refinancing of properties difficult or impracticable;

•inability to meet debt obligations;

•breaches by (or claims from) third parties in connection with their contractual rights and obligations,

including ground lessors, ground lessees, landlords, tenants, partners, and property managers;

•claims by third parties, including adjacent landowners, and homeowners’ associations;

•negative developments in the economy that depress travel and leasing activity or rents;

•environmental liabilities;

•contingent liabilities on disposition of assets;

•increase in insurance premiums and changes to the insurance market;

•unexpected cost overruns and delays in connection with development projects;

•terrorist attacks, war, and other factors that are beyond our control; and

•dependence on local operating partners.

Our real estate funds’ portfolio investments face risks that can affect occupancy, rental income, expenses, or the sale

and financing of properties. These risks could worsen during future global health crises. When leases expire, vacancies may

create gaps in rental income while fixed costs—such as interest, taxes, and maintenance—persist. Weak economic conditions

can make it harder to secure new tenants or maintain rental rates, and increased competition may require unplanned capital

improvements that reduce cash available for investor distributions. Investments in residential real estate may face greater

volatility and sensitivity to market and economic conditions than commercial properties. Ownership of real assets also carries

potential environmental liabilities. Our funds may be held responsible for cleanup costs or damages under strict liability laws,

even without fault. Changing environmental regulations or conditions can create new liabilities, and indemnities from sellers

may prove unenforceable or financially unreliable.

Our funds may also invest in real estate-related operating companies—such as logistics hubs, data centers, or event

venues—which face operational risks similar to those encountered in our buyout and growth funds. Real estate market

downturns, rising capitalization rates, and restricted financing can reduce property values. Investments in undeveloped or

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underdeveloped land bring additional risks tied to zoning approvals, construction delays, cost overruns, and financing

challenges. Many properties are managed by third parties, exposing the funds to risks from their performance and reliability.

Commercial real estate financing often involves non-recourse carveout guarantees and environmental indemnities,

allowing lenders to recover losses for misconduct or environmental harm. Such guarantees may also include interest or payment

commitments, potentially impacting fund or firm assets if called upon. The acquisition, ownership, and sale of real estate assets

carry litigation risks. Claims may arise from prior ownership periods, failed transactions, or post-sale disputes over defects or

due diligence matters.

Our funds’ investments in real estate-related assets, including real estate investment trusts (“REITs”), face additional

exposure to changes in property values, tenant defaults, tax law modifications, or failure to maintain REIT qualification—all of

which could diminish cash available for distribution. Real estate debt investments can be unsecured, subordinated, or lack

protective covenants. Non-performing loans often require restructuring that may reduce principal or interest. Mortgage loan

defaults carry foreclosure and deficiency risks. Distressed assets may generate little or no cash flow and may be further

impaired by bankruptcy or insolvency proceedings.

Moreover, there is increased political attention at the state and national level on home ownership and housing

affordability. In this regard, the U.S. government, and the governments of several U.S. states, are evaluating, implementing,

and/or have implemented measures to regulate institutional and corporate investment in and ownership of residential property

and it is expected that other similar actions may be taken by the states or other levels of government and that additional federal

level actions could be taken in this regard (collectively, “Residential Ownership Laws”). For example, on January 20, 2026, the

U.S. President issued Executive Order 14376, which sets forth a policy that large institutional investors not buy single-family

homes that could otherwise be purchased by families, and directs or requests various administrative, rulemaking, and legislative

processes be initiated to effectuate such policy. These Residential Ownership Laws could have a negative impact on a fund’s

ability to implement its investment approach and achieve its objective, including with respect to certain categories of residential

property or within certain U.S. states implementing such laws.

Our energy business is involved in oil and gas investments (i.e, exploration, production, storage, transportation, logistics,

refining, marketing, trading, petrochemicals, energy services, and other opportunistic investments), which entail a high

degree of risk.

Our energy teams invest in oil and gas production, development, and exploration, which is speculative and involves a

high degree of risk, including, among others: the use of new technologies; reliance on estimates of oil and gas reserves based on

geological, geophysical, engineering, and economic data; unexpected formations or pressures, premature reservoir declines,

blow-outs, equipment failures and other accidents, sour gas releases, uncontrolled flows, adverse weather, pollution, fires,

spills, and other environmental risks; volatility in oil and natural gas prices and the resulting impact on demand for related

products and services (including climate-driven demand shifts); and potential contributions to climate change, and resulting

regulatory and stakeholder scrutiny.

Oil, gas, and product prices and related margins are highly volatile due to international supply-demand dynamics,

political and geopolitical developments (including global conflicts), technological change, macroeconomic conditions, public

health risks, and changes in the influence of the Organization of Petroleum Exporting Countries, and this volatility has affected

and is likely to continue to affect the financial performance, financing availability, asset prices, and valuations of our current

and future investments exposed to energy prices, whether as consumers or producers. Oil and natural gas prices also fluctuate in

response to macroeconomic trends, trade developments, inventory levels, global demand and supply expectations, market

uncertainty and speculation, consumer demand, refining capacity, weather, domestic and non-U.S. regulations (including

sanctions), currency movements, the price and availability of alternative fuels, regional political conditions, non-U.S. supply of

oil and natural gas, import prices, and overall economic conditions. In addition, local realizations can vary widely due to

production characteristics and the availability of gathering, transportation, processing, and storage infrastructure. Sharp price

declines, failure to sustain upward momentum, prolonged dislocations, elevated prices or adverse changes in host-country fiscal

regimes for energy producers also could negatively affect our portfolio.

To help manage these risks, we work with a subset of portfolio companies on climate and energy-transition initiatives,

including measuring, monitoring, and managing carbon emissions, setting decarbonization goals and pathways, and considering

investments in new technologies to build long-term value and respond to changing market dynamics, although there is no

guarantee these efforts will be successful.

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Investments in the natural resources industry, including the infrastructure, energy, power, and renewables industries,

involve various operational, construction, and regulatory risks.

Our natural resources, infrastructure, energy, power, and renewables investments involve significant construction,

operational, regulatory, environmental, and market risks, any of which could materially affect performance and value.

Natural Resources. Natural resources portfolio companies may experience labor and fuel or material shortages,

construction delays and cost overruns, permitting delays, adverse weather and site conditions, equipment failures and accidents,

financing challenges, and force majeure events, which can cause unexpected delays, higher debt service, insufficient funds to

complete projects, limited cash flow during development, operating deficits, lost revenues, increased operating and maintenance

costs, and construction-related claims.

Infrastructure. Infrastructure investments face risks from changes in input costs and availability, political and

regulatory actions (including climate initiatives), macroeconomic conditions, demographic and demand shifts, competition,

natural disasters and weather changes, major customer distress, and war or terrorism, which can reduce revenues, increase costs

to build, operate, maintain, or restore assets, impair debt repayment and distributions, or lead to termination of concessions, and

insurance may not fully cover resulting losses. Infrastructure assets are also subject to extensive and discretionary government

regulation and often depend on permits, licenses, concessions, leases, and contracts that give government counterparties

significant influence, including the ability to impose restrictive terms or terminate arrangements without adequate

compensation, which can limit a portfolio company’s ability to maximize cash flow and profitability.

Energy and Power. Energy and power investments are exposed to operational risks such as mechanical or structural

failures, accidents, labor issues, or underperforming technology , as well as external factors such as economic developments,

changes in fuel or feedstock prices, government policies, and shifts in energy demand, any of which can reduce revenues,

increase costs, impair debt repayment, or necessitate decommissioning that may be lengthy and costly. Development-stage

investments including transmission and power facilities, face additional risks relating to timely zoning and regulatory

approvals, construction timing and cost (including weather, labor, and material risks), and access to construction and permanent

financing, which can cause delays, cost overruns, or failure to complete projects, adversely affecting a portfolio company’s

financial condition and results of operations.

Electric utility investments in the United States and abroad are also subject to increasing competitive pressures due to

changing consumer demand, technological advances, greater natural gas availability, and regulatory changes that may drive

consolidation or disaggregation of vertically integrated utilities, enabling additional significant competitors in the independent

power industry.

Investments in hydrocarbon producers face increasing climate‑related risks, as combustion of hydrocarbons emits

greenhouse gases, and regulators, investors, consumers, and other stakeholders are advancing or considering cap‑and‑trade

systems, carbon taxes, restrictive permitting, efficiency standards, climate‑related reporting, and incentives or mandates for

renewables, which can increase costs, lengthen project timelines, reduce hydrocarbon demand, shift demand to lower‑carbon

fuels, promote alternatives, and heighten activism, litigation, enforcement, and lender scrutiny, all of which may hinder

financing, exits, or expected returns. Our investments also depend on initial and ongoing regulatory approvals, licenses,

permits, and tax and financial rulings, and there is no assurance that portfolio companies will obtain, modify, or maintain all

required approvals. In this regard, delays or failures in satisfying associated conditions can prevent facility operations, restrict

sales, increase costs, and adversely affect returns.

Renewables. Renewable energy investments depend on complex resource and market estimates (such as solar

irradiance and wind or water flow), which are sensitive to changing assumptions and market conditions, and on supportive

government policies and incentives (including tax credits, grants, portfolio standards, renewable energy credits, and similar

programs in the United States, the European Union, and other jurisdictions). Any reduction, elimination, or reversal of such

support, or a shift toward more carbon‑intensive energy policies, could render projects uneconomic, harm renewable portfolio

companies’ financial condition and results and, conversely, policies favoring renewables may negatively affect non‑renewable

energy investments.

Environmental and health and safety laws, regulations, and initiatives (including climate‑related measures) materially

affect natural resources, infrastructure, energy and power, and renewable energy investments, as projects face changing and

increasingly stringent compliance and permitting requirements that can both create opportunities (for example, increased

demand for gas and renewables) and require significant expenditures that reduce returns, while regulatory authorities, NGOs,

and special interest groups continue to exert substantial oversight and influence.

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Climate change and regulatory and other efforts to reduce climate change could adversely affect our business.

We and our funds’ portfolio companies face a number of risks associated with climate change, including both

transition and physical risks. The transition risks that could impact our company and our funds’ investments in portfolio

companies include those risks related to the impact of current and potential U.S. and foreign climate-and ESG-related

legislation and regulation, as well as risks arising from climate-related business trends. In addition, we and our funds’

investments in portfolio companies are subject to risks stemming from the physical impacts of climate change.

New climate change-related regulations or interpretations of existing laws may result in enhanced or conflicting

disclosure obligations that could negatively affect us or our funds’ investments in portfolio companies and also materially

increase our regulatory burden. Increased and/or conflicting applicable or proposed regulations generally increase the costs to

us, our funds, and our funds’ portfolio companies, and those higher costs may continue to increase if new laws require

additional resources. Moreover, significant increases in regulatory compliance expenses may negatively impact our funds and

their portfolio company investments. In particular, compliance with climate and other sustainability or ESG-related rules in the

European Union and the United Kingdom is expected to result in increased legal and compliance costs and expenses, which

would be borne by us, our funds, and/or our funds’ portfolio companies. In addition, our funds’ portfolio companies could face

transition risk if GHG-related regulations or taxes are implemented. See “Risks Related to Regulation and Litigation—

Regulatory initiatives in jurisdictions outside the United States could adversely affect our business” and “Increasing scrutiny

from stakeholders on sustainability matters, including our ESG reporting, exposes us to reputational and other risks.”

We also face business trend-related climate risks. Certain fund investors are increasingly taking into account the

consideration for or lack of ESG factors, including climate risks, in determining whether to invest in the funds we manage. In

addition, our reputation and investor relationships could be damaged as a result of our involvement, or our funds’ involvement,

in certain industries, portfolio companies, or transactions associated with activities perceived to be causing or exacerbating

climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations

relating to climate change.

Moreover, significant physical effects of climate change, including extreme weather events, such as hurricanes,

wildfires, or floods, also can have an adverse impact on certain of our funds’ investments in portfolio companies and other

investments, particularly real asset and infrastructure investments and portfolio companies that rely on physical factories,

plants, or stores located in affected areas. As the effects of climate change increase, we expect the frequency and impact of

weather and climate related events and conditions to increase as well.

Investments in the insurance industry (including our investment in Fortitude) could be adversely impacted by insurance

regulations and potential regulatory reforms.

Carlyle FRL, L.P., an affiliated investment fund (“Carlyle FRL”), holds a controlling interest in Fortitude, inclusive of

our 10.5% interest. The insurance industry is highly regulated and the regulators in many jurisdictions have broad, and in some

cases discretionary, authority over insurance companies, including, among other things, with respect to marketing practices,

policy rate increases, reserve requirements, capital adequacy, permissible investments, and affiliate transactions. In addition, the

insurance sector is subject to frequent regulatory change. While we intend to invest in companies and acquire businesses that

seek to comply with applicable laws and regulations, the laws and regulations relating to the insurance industry are complex,

may be ambiguous, or may lack clear judicial or regulatory interpretive guidance. Even where laws or regulations purport to be

the same across different jurisdictions, they may be inconsistently applied by the regulators of the different jurisdictions.

In terms of regulatory changes, the following changes in particular may affect the operations and prospects of our

investments in the insurance industry, including Fortitude: (i) changes to interest rates and policies of central banks and

regulatory authorities; (ii) changes in applicable direct or indirect taxes, levies or charges; (iii) changes in government or

regulatory policy that may significantly influence investor decisions in particular markets in which our investments operate; (iv)

changes relating to the capital adequacy framework and rules designed to promote financial stability, both on an individual

reinsurance company level and on a group level; (v) changes to policyholder protections; (vi) changes related to the regulation

of investment management arrangements between insurers and controlling or related asset managers; and (vii) developments in

financial reporting. An adverse review or determination by any applicable judicial or regulatory authority of any such law or

regulation, or an adverse change in applicable regulatory requirements, judicial or regulatory interpretation, or reimbursement

programs, could have a material adverse effect on the operations and/or financial performance of our investments in the

insurance industry (including Fortitude) and may increase their compliance and legal costs. Any such costs could negatively

impact the value of our investments and the returns we are able to generate on such investments. See “Risks Related to Our

Company—Adverse economic and market conditions and other events or conditions throughout the world could negatively

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impact our business in many ways, including by reducing the value or performance of the investments made by our investment

funds and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue,

earnings, and cash flow and adversely affect our financial prospects and condition.”

Insurance regulatory authorities and regulatory organizations continue to scrutinize alternative asset managers’

involvement in the insurance industry, including with respect to the ownership by such managers or their affiliated funds of,

and the management of assets on behalf of, insurance companies. For example, insurance regulators increasingly have focused

on the terms and structure of investment management agreements, including whether they are at arms’ length, establish control

of the insurance company, grant the asset manager excessive authority over the investment strategy of the insurance company,

provide for management fees that are not fair and reasonable, or termination provisions that make it difficult or costly for the

insurer to terminate the agreement. Regulators also have increasingly focused on the risk profile of certain investments held by

insurance companies (including, without limitation, structured credit assets such as collateralized loan obligations),

appropriateness of investment ratings and potential conflicts of interest (including affiliated investments), and potential

misalignment of incentives and any potential risks from these and other aspects of an insurance company’s relationship with

alternative asset managers that may impact the insurance company’s risk profile. This enhanced scrutiny may increase the risk

of regulatory actions against us and could result in new or amended regulations that limit our ability, or make it more

burdensome or costly, to enter into investment management or advisory agreements with insurance companies and thereby

grow our insurance strategy.

Our relationship with Fortitude may not generate a meaningful contribution to our revenue and our indirect ownership of

Fortitude could give rise to real or apparent conflicts of interest.

While we expect to derive a meaningful contribution to our revenue across our business segments from our investment

in and strategic asset management relationship with Fortitude, as described in Note 4, Investments, to Part II, Item 8

“Investments—Investment in Fortitude,” we may not be successful in doing so. Pursuant to investment management

agreements into which we have entered with Fortitude subsidiaries and certain companies with which they have reinsurance

agreements (the “Reinsurance Counterparties”), certain of our subsidiaries receive performance fees and/or management fees

from carry funds and separately managed accounts into which Fortitude Re, its affiliates, and the Reinsurance Counterparties

invest. The Company and Fortitude own interests in FCA Re, a Bermuda-domiciled reinsurance company that reinsures

liabilities of affiliates of Fortitude and is a Reinsurance Counterparty. Through our subsidiaries, we managed or advised

$24.6 billion of capital attributable to investments made under these investment management agreements, as of December 31,

2025. In addition, in April 2022 and December 2024, we entered into strategic advisory services agreements with certain

subsidiaries of Fortitude and an affiliate of FCA Re, respectively, through our insurance investment advisor, Carlyle Insurance

Solutions Management L.L.C. (“CISM”). Under the agreements, CISM provides the clients with certain services, including

business development and growth, transaction origination and execution, and capital management services in exchange for a

recurring management fee based on the client’s general account assets, which, with respect to the agreement with Fortitude’s

subsidiaries, adjusts within an agreed range based on Fortitude’s overall profitability. Such management fee may decline if

there is a corresponding decline in the fair value of the assets we manage and/or the performance of the portfolio.

Our investment management and advisory agreements with Fortitude subsidiaries and the Reinsurance Counterparties

are terminable under certain circumstances. If such agreements were terminated, it could have a material adverse effect on our

business, results of operations, and financial condition. There can be no assurance that the benefit we receive from Fortitude

subsidiaries will not decline due to a disruption or decline in Fortitude’s business or a change in our relationship with Fortitude,

including our investment income from our indirect interest in Fortitude and/or investment management or advisory agreements

with Fortitude subsidiaries and the Reinsurance Counterparties. We may be unable to replace a decline in the revenue derived

from investments made in our funds and entities by Fortitude Re and/or the Reinsurance Counterparties on a timely basis if our

relationship with Fortitude were to change or if Fortitude were to experience a material adverse impact to its business.

Carlyle FRL owns a controlling interest in Fortitude and has the right to appoint a majority of its board of directors.

As a result, there may be real or apparent conflicts of interest with respect to matters affecting the Company, Carlyle-managed

funds, and their portfolio companies and Fortitude, including with respect to the fiduciary duties that our employees that are

board members owe to Fortitude in addition to the duties that they have to the Company. In addition, conflicts of interest could

arise with respect to transactions involving business dealings between the Company, Fortitude, and each of their respective

affiliates. The foregoing conflicts of interest may also arise with respect to subsidiaries of Fortitude.

Our funds’ investments in the life sciences industry may expose us to increased risks.

Investments in life sciences may expose us to increased risks. For example:

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•Life sciences and healthcare companies are subject to extensive regulation by the U.S. Food and Drug

Administration, similar foreign regulatory authorities and, to a lesser extent, other federal and state agencies.

These companies are subject to the expense, delay, and uncertainty of the product approval process, and there

can be no guarantee that a particular product candidate will obtain regulatory approval. In addition, the

current regulatory framework may change or additional regulations may arise at any stage during the product

development phase of an investment, which may delay or prevent regulatory approval or impact applicable

exclusivity periods. If a company in which our funds are invested is unable to obtain regulatory approval for a

product candidate, or a product candidate in which our funds are invested does not obtain regulatory approval,

in a timely fashion or at all, the value of our funds’ investment would be adversely impacted. Moreover, a

clinical trial (including enrollment therein) or regulatory approval process for pharmaceuticals has and may in

the future be delayed, otherwise hindered, or abandoned as a result of epidemics (including COVID-19),

which could have a negative impact on the ability of the investment to engage in trials or receive approvals,

and thereby could adversely affect the performance of the investment. In the event such clinical trials do not

comply with the complicated regulatory requirements applicable thereto, such companies may be subject to

regulatory actions.

•Intellectual property often constitutes an important part of a life sciences company’s assets and competitive

strengths, particularly for royalty monetization and corporate partnership transactions. To the extent such

companies’ intellectual property positions with respect to products in which our life sciences business invests,

whether through a royalty monetization or otherwise, are challenged, invalidated, or circumvented, the value

of our life sciences business’s investment may be impaired. The success of a life sciences investment depends

in part on the ability of the biopharmaceutical companies in whose products our life sciences business invests

to obtain and defend patent rights and other intellectual property rights that are important to the

commercialization of such products. The patent positions of such companies can be highly uncertain and

often involve complex legal, scientific, and factual questions.

•The commercial success of products could be compromised if governmental or third-party payers do not

provide coverage and reimbursement, breach, rescind, or modify their contracts or reimbursement policies or

delay payments for such products. In both the United States and foreign markets, the successful sale of a life

sciences company’s product depends on the ability to obtain and maintain adequate coverage and

reimbursement from third-party payers, including government healthcare programs and private insurance

plans. Governments and third-party payers continue to pursue aggressive initiatives to contain costs and

manage drug utilization and are increasingly focused on the effectiveness, benefits, and costs of similar

treatments, which could result in lower reimbursement rates and narrower populations for whom the products

in which our life sciences business invests will be reimbursed by payers. For example, in the United States,

federal legislation has passed that modifies coverage, reimbursement, and pricing policies for certain

products. Regulatory agencies have provided guidance on how they intend to implement certain components

of the legislation. In addition, the Secretary of the Department of Health and Human Services has indicated

the potential for substantial policy and personnel changes. In general, as regulatory agencies and others

develop policies and continue to define and implement legislation, such policies and legislation may result in

lower product prices, altered market dynamics, lower consumer demand for certain products, or the

unavailability of adequate third-party payer reimbursement to enable our life sciences business to realize an

appropriate return on its investment.

•Our life sciences business’s strategies include its clinical co-development (CCD) strategy, which seeks to

generate investment returns by identifying and financing pharmaceutical drug candidates in late-stage

development through regulatory approval for a pharmaceutical or biotech counterparty, typically for a pre-

negotiated, structured return that is payable should regulatory approval be obtained. Our life sciences

business’s ability to source such transactions is dependent on its ability to identify, diligence, and agree to the

development funding arrangements with the counterparty in a competitive market. CCD investments are

typically made via investor subscriptions in a special purpose vehicle (SPV) that finances the relevant late-

stage clinical trial. There is a risk that the clinical trial does not result in approval by the relevant clinical

regulatory agency, for example as a result of failure to demonstrate efficacy, safety concerns, failure to recruit

trial subjects, or unforeseen regulatory concerns. If the clinical trial does not result in approval, then it is

highly likely that each investor in the SPV will lose its entire investment. In addition, such investments may

be exposed to losses in the event that the counterparty fails to meet its obligation to make contractually agreed

payments. If the trial achieves approval by the clinical regulatory agency, the counterparty’s payment

obligations will usually extend over a number of years. It may be possible to improve rates of return by

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monetizing the payments, but this may not always be possible. The returns available from successful CCD

transactions may also be capped by the terms agreed with the counterparty.

The aviation leasing industry is subject to significant volatility and may expose us to additional risks.

Carlyle Aviation Partners participates in the aircraft leasing industry, which has historically been cyclical in nature for

a number of reasons outside the control of industry participants, including: the demand for aviation travel; geopolitical conflicts

and other events, including wars, civil disturbances, acts of terrorism, outbreaks of epidemic diseases and natural disasters;

governmental regulation, including regulation of trade, such as the imposition of import and export controls, tariffs, and other

trade barriers; weakness in the capital and credit markets and the availability of credit; significant decreases in purchasing

power caused by inflation or otherwise; fluctuations in interest rates whether caused by changes in monetary policy, lack of

supply, or other economic conditions; changing political conditions, including risk of rising protectionism and authoritarian

regimes, restrictions on immigration, or impositions of new trade barriers, including additional economic sanctions or export

controls (including those introduced due to the war in Ukraine); cyber risk, including information hacking, viruses, and

malware; operating costs, availability and price of jet fuel, and general economic conditions affecting aircraft operations;

customer restructurings or bankruptcies and decreases in the creditworthiness of customers; technological innovation resulting

in older aircraft and engine models being retired or otherwise made obsolete; new-entrant manufacturers producing additional

aircraft that compete with existing models; production delays and supply chain issues impacting new aircraft delivery

schedules; aircraft groundings and other costs associated with airworthiness directives and service bulletins; safety, noise, and

emission standards and regulations; and the availability of spare parts.

A decline in demand for leased aircraft generally, or as a result of the factors described above, may result in decreases

in rental rates and increases in lease defaults, and may delay or prevent the re-lease or sale of assets on favorable terms.

Risks Related to Our Common Stock

The market price of our common stock may decline due to the large number of shares of stock eligible for future sale.

The market price of our common stock may decline as a result of sales of a large number of shares of common stock in

the market in the future or the perception that such sales could occur. These sales, or the possibility that these sales may occur,

also may make it more difficult for us to sell common stock in the future at a time and at a price that we deem appropriate.

Subject, in some cases, to compliance with our insider trading policy, minimum retained ownership requirements, transfer

restrictions, and limitations applicable to affiliates under Rule 144 of the Securities Act, all of these shares are freely tradable.

In addition, the holders of these shares have the benefit of registration rights agreements with us. Moreover, as holders of freely

tradable common stock rather than Carlyle Holdings units, the Former Private Unitholders are able to more easily sell shares of

common stock into the market (or donate shares of common stock to charities which in turn may sell these into the market) than

was the case before the Conversion. For example, the Former Private Unitholders are not subject to restrictions that in most

cases limited their ability to exchange Holdings Units for common units to prescribed quarterly exchange dates. This could

result in the Former Private Unitholders disposing of their equity interests in us more quickly and/or at a higher volume than in

the past, and the market price of our common stock could decline as a result. Subject to the restrictions described below, we

may issue and sell in the future additional shares of common stock. The issuance of additional equity securities or securities

convertible into equity securities would also result in dilution of our existing shareholders’ equity interest. The issuance of the

additional shares of common stock, the sale of shares of common stock by our significant shareholders, and the vesting and sale

of restricted stock units or the perception that such sales may occur could cause the market price of our common stock to

decline.

As of December 31, 2025, our Chief Executive Officer held a total of 3.7 million unvested restricted stock units

(inclusive of unvested dividend equivalent units that have been credited on such awards) in respect of awards that were granted

to him outside of the Equity Incentive Plan in connection with his hiring. Under our Equity Incentive Plan, we had 11.3 million

unvested restricted stock units outstanding as of December 31, 2025. As of December 31, 2025, the total number of shares of

common stock available for grant under the amended and restated Equity Incentive Plan was 23.4 million and, following the

grant of awards in February 2026, the total number of shares of common stock available for grant under the amended and

restated Equity Incentive Plan was 17.6 million. A further increase in the number of shares available for grant under the Equity

Incentive Plan would require shareholder approval, and any such approval would result in more shares that may be delivered in

settlement of vested restricted stock unit awards and that may ultimately be sold in the market, which could lead to a decline in

the market price of our common stock. We have filed several registration statements and intend to file additional registration

statements on Form S-8 under the Securities Act to register shares of common stock or securities convertible into or

exchangeable for common stock issued or available for future grant under our amended and restated Equity Incentive Plan,

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when applicable. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly,

common stock registered under such registration statement will be available for sale in the open market. As restricted stock unit

awards vest and shares of common stock are delivered to restricted stock unit holders, the market price of our common stock

may decline due to dilution or if such holders elect to sell their shares of common stock. Morgan Stanley, our equity plan

service provider, may, from time to time, act as a broker, dealer, or agent for, or otherwise facilitate sales in the open market

through block transactions or otherwise of our common stock on behalf of, plan participants.

The market price and trading volume of our common stock has been and may continue to be volatile, which could cause the

value of your investment to decline.

The market price of our shares may be highly volatile and could be subject to wide fluctuations. In addition, the

trading volume in our shares may fluctuate and cause significant price variations to occur. You may be unable to resell your

shares at or above your purchase price, if at all. Some of the factors that could negatively affect the price of our shares or result

in fluctuations in the price or trading volume of our shares include: variations in our quarterly operating results, which

variations we expect will be substantial, or dividends; our policy of taking a long-term perspective on making investment,

operational, and strategic decisions, which is expected to result in significant and unpredictable variations in our quarterly

returns; our creditworthiness, results of operations, and financial condition; the credit ratings of the shares; the prevailing

interest rates or rates of return being paid by other companies similar to us and the market for similar securities; failure to meet

analysts’ earnings estimates; publication of research reports about us or the investment management industry or the failure of

securities analysts to cover our shares; additions or departures of key management personnel; adverse market reaction to any

indebtedness we may incur or securities we may issue in the future; actions by stockholders; changes in market valuations of

similar companies; speculation in the press or investment community; changes or proposed changes in laws or regulations or

differing interpretations thereof affecting our businesses or enforcement of these laws and regulations, or announcements

relating to these matters; a lack of liquidity in the trading of our shares; adverse publicity about the investment management

industry generally or individual scandals, specifically; a breach of our computer systems, software, or networks, or

misappropriation of our proprietary information; and economic, financial, geopolitical, regulatory, or judicial events or

conditions that affect us or the financial markets.

Certain of our co-founders have the right to designate members of our Board of Directors.

Pursuant to the stockholder agreements with certain of our co-founders, for so long as such co-founder and/or his

“Stockholder Group” (as defined in the stockholder agreements) beneficially owns at least 5% of our issued and outstanding

common stock, such co-founders will have the right to nominate one director to our Board of Directors. In addition, such co-

founder will have the right to nominate a second director to our Board of Directors until the earlier of (x) such time as such co-

founder and/or his Stockholder Group ceases to beneficially own at least 20 million shares of our common stock and (y)

January 1, 2027. For so long as at least one co-founder is entitled to designate two directors to the Board of Directors, the co-

founders then serving on our Board of Directors may (i) designate a co-founder to serve as chair or co-chair and (ii) designate a

co-founder to serve on each of the compensation and nominating committees and any executive committee, subject to

applicable law and listing standards. Accordingly, for such period of time, our co-founders will have significant influence over

the composition of our Board of Directors and could prevent certain changes in the composition of our Board of Directors.

Our amended and restated certificate of incorporation does not limit the ability of our former general partner, co-founders,

directors, officers, or stockholders to compete with us.

Our amended and restated certificate of incorporation provides that none of our former general partner, co-founders,

directors, officers, or stockholders will have any duty to refrain from engaging, directly or indirectly, in the same business

activities or similar business activities or lines of business in which we operate. In the ordinary course of their business

activities, these persons may engage in activities where their interests conflict with our interests or those of our other

stockholders.

These persons also may pursue acquisition opportunities that may be complementary to our business and, as a result,

those acquisition opportunities may not be available to the Company. In addition, these persons may have an interest in our

pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though

such transactions might involve risks to our common stockholders.

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Anti-takeover provisions in our organizational documents could delay or prevent a change in control.

Certain provisions in our amended and restated certificate of incorporation and bylaws may discourage, delay, or prevent

a merger or acquisition that a stockholder may consider favorable by, for example:

•permitting our Board of Directors to issue one or more series of preferred stock;

•providing for the loss of voting rights for the common stock;

•requiring advance notice for stockholder proposals and nominations;

•placing limitations on convening stockholder meetings;

•prohibiting stockholder action by written consent unless such action is consented to by the Board of Directors;and

•imposing super majority voting requirements for certain amendments to our amended and restated certificate of

incorporation.

These provisions also may discourage acquisition proposals or delay or prevent a change in control.

The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery

in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our

directors, officers, and stockholders.

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that any claims,

suits, actions, or proceedings arising out of or relating in any way to our amended and restated certificate of incorporation may

only be brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction

thereof, any other court in the State of Delaware with subject matter jurisdiction. This provision may have the effect of

discouraging lawsuits against us and our directors, officers, and stockholders.

If The Carlyle Group Inc. were deemed to be an “investment company” under the Investment Company Act, applicable

restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse

effect on our business.

An entity generally will be deemed to be an “investment company” for purposes of the Investment Company Act if:

•it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,

reinvesting, or trading in securities; or

•absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of

the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are engaged primarily in the business of providing asset management services and not in the

business of investing, reinvesting, or trading in securities. We hold ourselves out as an asset management firm and do not

propose to engage primarily in the business of investing, reinvesting, or trading in securities. Accordingly, we do not believe

that The Carlyle Group Inc. is an “orthodox” investment company as defined in section 3(a)(1)(A) of the Investment Company

Act and described in the first bullet point above. Furthermore, The Carlyle Group Inc. does not have any material assets other

than its interests in certain wholly owned subsidiaries, which in turn have no material assets other than certain interests in the

Carlyle Holdings partnerships. These wholly owned subsidiaries are the sole general partners of the Carlyle Holdings

partnerships and are vested with all management and control over the Carlyle Holdings partnerships. We do not believe that the

equity interests of The Carlyle Group Inc. in its wholly owned subsidiaries or the general partner interests of these wholly

owned subsidiaries in the Carlyle Holdings partnerships are investment securities. Moreover, because we believe that the capital

interests of the general partners of our funds in their respective funds are neither securities nor investment securities, we believe

that less than 40% of The Carlyle Group Inc.’s total assets (exclusive of U.S. government securities and cash items) on an

unconsolidated basis are composed of assets that could be considered investment securities. Accordingly, we do not believe that

The Carlyle Group Inc. is an inadvertent investment company by virtue of the 40% test in section 3(a)(1)(C) of the Investment

Company Act as described in the second bullet point above. In addition, we believe that The Carlyle Group Inc. is not an

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investment company under section 3(b)(1) of the Investment Company Act because it is primarily engaged in a non-investment

company business.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation

of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit

transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of

options, and impose certain governance requirements. We intend to conduct our operations so that The Carlyle Group Inc. will

not be deemed to be an investment company under the Investment Company Act. If anything were to happen that would cause

The Carlyle Group Inc. to be deemed to be an investment company under the Investment Company Act, requirements imposed

by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates

(including us) and ability to compensate key employees, could make it impractical for us to continue our business as currently

conducted, impair the agreements and arrangements between and among The Carlyle Group Inc. and our senior Carlyle

professionals, and materially adversely affect our business, results of operations, and financial condition. In addition, we may

be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that

does not subject us to the registration and other requirements of the Investment Company Act.

The consolidation of investment funds, holding companies, or operating businesses of our portfolio companies could make it

more difficult to understand the operating performance of the Company and could create operational risks for the Company.

Under applicable U.S. GAAP standards, we may be required to consolidate certain of our investment funds, holding

companies, or operating businesses if we determine that these entities are VIEs and that we are the primary beneficiary of the

VIE, as discussed in Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements in Part II,

Item 8 of this Annual Report on Form 10-K. The number of funds we are required to consolidate has been increasing as a result

of the impacts of capital from our balance sheet invested in new products and our indirect interest in funds through our

investment in Fortitude. Generally, the consolidation of our investment funds has a gross-up effect on our assets, liabilities and

cash flows but has no net effect on the net income attributable to the Company beyond the capital contributed by us to the

consolidated investment funds. The majority of the net economic ownership interests of these consolidated investment funds are

reflected as non-controlling interests in consolidated entities in the consolidated financial statements.

However, in certain of the consolidated investment funds, particularly those where we have elected to invest additional

amounts or bridge investments in new investment areas, the non-controlling interests are less significant. Additionally, the

consolidated investment funds are not the same entities in all periods presented. As a result, the consolidation of such entities

could make it difficult for an investor to understand our operating performance. In addition, as the number of funds we

consolidate increases, our reporting processes may become more complex, which may lead to higher costs and introduce

operational risk.

Risks Related to Taxation

Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax authorities could

negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should unexpected taxes be

assessed to portfolio investments (companies) or fund income.

Our effective tax rate and tax liability is based on the application of current income tax laws, regulations, and treaties.

These laws, regulations, and treaties are complex, and the manner that they apply to us and our funds is sometimes open to

interpretation. Significant management judgment is required in determining our provision for income taxes, uncertain tax

positions, deferred tax assets and liabilities, and any valuation allowance recorded against our net deferred tax assets. Although

management believes its application of current laws, regulations, and treaties to be correct and sustainable upon examination by

the tax authorities, the tax authorities could challenge our interpretation, resulting in additional tax liability or adjustment to our

income tax provision that could increase our effective tax rate.

There may be changes in tax laws or interpretations of tax laws (possibly with retrospective effect) in jurisdictions in

which we operate, are managed, are advised, are promoted, or invest. Such changes could materially increase the amount of

taxes that we, our portfolio companies, our investors, or our employees and other key personnel are required to pay. This could

significantly impact returns by materially and adversely affecting the value of our investments or the feasibility of making

certain investments, require us to negatively revalue our deferred taxes, and/or materially increase our effective tax rate and tax

liabilities. Changes to taxation treaties or interpretations of taxation treaties between one or more such jurisdictions and the

countries through which we hold investments, or the introduction of, or change to, European Union (“EU”) directives may

adversely affect our ability to efficiently realize and repatriate income and capital gains from the jurisdictions in which they

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arise. These changes to tax laws , taxation treaties, and interpretations may require complex computations not previously

required, significant judgments, and/or preparation of information not previously relevant or regularly produced, which may

increase tax-related regulatory and compliance costs. For example, the Inflation Reduction Act of 2022 (the “IRA”) introduced,

among other things, a 15% alternative minimum tax on the “adjusted financial statement income” of certain large corporations,

which has required judgments in interpretation and complex computations and analysis to be performed that were not

previously required in U.S. tax law.

In addition, the One Big Beautiful Bill Act (the “OBBBA”) was enacted on July 4, 2025, and made permanent many

provisions from the Tax Cuts and Jobs Act of 2017 and amended or eliminated certain provisions from the IRA. Treasury, the

Internal Revenue Service, and other standard-setting bodies are expected to issue additional guidance relating to

implementation of OBBBA, which may be applied or otherwise administered differently from our interpretations. It is unclear

whether additional legislation will be enacted into law under the current administration or, if enacted, what form it would take,

and it is also unclear whether there could be further regulatory or administrative action that could affect U.S. tax rules.

State and local governments also may enact tax laws that fundamentally change state and local taxation, increase audit

activity, or prompt more aggressive interpretations of existing laws and regulations. Any of these risks may have a material

adverse effect on our results of operations, financial condition, and cash flow.

Our workforce, including employees, key personnel, and service providers, has become increasingly geographically

dispersed. This geographic dispersion may subject our entities to higher tax and compliance costs, including increased payroll

taxes, social security contributions, and other employment-related obligations. It may also cause our entities to become subject

to taxation in additional jurisdictions where they were not previously considered to have a taxable presence. If these incremental

tax or compliance costs are passed on to employees or other personnel, or if we are required to implement more restrictive

working arrangements to manage associated risks, our ability to attract, develop, and retain talent could be adversely affected.

In addition, failure to properly manage these obligations could expose us to penalties, additional assessments, or other

regulatory consequences.

International tax developments also may significantly impact us. The OECD’s base erosion and profit shifting

(“BEPS”) project is focused on a number of issues, including the shifting of profits between affiliated entities in different tax

jurisdictions, interest deductibility, and eligibility for the benefits of double tax treaties. Several of the measures, including

measures covering treaty abuse (including an anti-abuse “principal purpose” test), the deductibility of interest expense, local

nexus requirements, transfer pricing, and hybrid mismatch arrangements are potentially relevant to some of our structures and

could have an adverse tax impact on our funds, investors, and/or our portfolio companies, including by adversely impacting our

ability to efficiently realize and repatriate income and capital gains from the jurisdictions in which they arise. Many individual

jurisdictions have introduced domestic legislation implementing certain of the BEPS action points, but because timing of

implementation and the specific measures adopted will vary among participating member countries, uncertainty remains

regarding the impact of the BEPS proposals. Moreover, many of the jurisdictions in which we have made (or expect to make)

investments have now ratified, accepted, and approved the OECD’s Multilateral Instrument that brings into effect a number of

relevant changes to double tax treaty eligibility. While these changes continue to be introduced, there remains uncertainty as to

whether and to what extent we may benefit from such treaties and whether our funds may look to their investors in order to

derive tax treaty or other benefits. This position is likely to remain uncertain for a number of years.

In addition, the EU has adopted (and subsequently extended) an Anti-Tax Avoidance Directive (the “ATAD rules”),

which directly implements some of the BEPS project action points within EU law and requires EU Member States to transpose

the ATAD rules into their domestic laws. The ATAD rules, which include rules targeting reverse hybrids, and the domestic

laws that implement them are extensive, complex, and could apply to a wide range of scenarios. While certain countries have

issued guidance on the application of these rules, the impact of the ATAD rules and their application to our entities remains

uncertain. These rules could have an adverse tax impact on our firm, funds, investors, and/or our portfolio companies.

On January 17, 2023, the European Parliament approved a proposal for an anti-tax avoidance directive laying down

rules to prevent the misuse of shell entities for tax purposes within the EU (the “Unshell Proposal,” also known as “ATAD

III”). In a report from the General Secretariat of the Council of the European Union dated June 18, 2025, it was noted that the

original aims of the proposal for a council directive laying down rules to prevent the misuse of shell entities for tax purposes

within the EU could be achieved through clarifications or amendments to existing hallmarks under DAC 6. Whether such

clarifications or amendments to existing hallmarks under DAC 6 will be made, and if so, the details and timing of the

implementation of such clarifications or amendments and their impact on our entities and the performance of certain funds

remains uncertain.

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A number of proposals from the European Commission have been issued or adopted that further enhance and move

beyond the work on the BEPS project. First, a package of tax reforms was approved by the European Parliament on November

13, 2025,comprising the “Proposal for a Council Directive on Business in Europe: Framework for Income Taxation” (“BEFIT”)

(which seeks to produce a comprehensive solution for business taxation in the EU). BEFIT aims to introduce a common set of

rules for EU companies to calculate their taxable base while ensuring a more effective allocation of profits between EU

countries. Following adoption by the European Council, the proposal is intended to come into force on July 1, 2028. BEFIT has

the potential to alter taxing rights with the EU and may include substantive changes to applicable tax rules. Second, the

European Council has agreed to implement changes to the procedures used across the European Union in respect of withholding

taxes (known as “FASTER”). Specifically, the changes are aimed at simplifying the procedures for a refund or applying for

relief at the source; however, the changes could have broader implications. These withholding tax changes, once implemented

into domestic legislation, are expected to come into effect from January 1, 2030. The details and timing of the implementation

of BEFIT (if adopted) and FASTER and the impact on our funds, or any entities in or through which our funds invest, is

uncertain.

The OECD also has issued proposals, commonly referred to as “BEPS 2.0,” which fundamentally change the

international tax system. The proposals are based on two “pillars” involving the shifting of taxing rights to the jurisdiction of

the consumer (“Pillar One”) and ensuring all companies pay a global minimum corporate tax (“Pillar Two”). Under Pillar One,

multinational enterprises (“MNEs”) with an annual global turnover of at least EUR 20 billion will be subject to rules allocating

a formulaic share of consolidated profits in excess of a 10% profit margin to the jurisdictions where their consumers or users

are located (subject to threshold rules). MNEs carrying on specific low-risk activities are excluded, including “regulated

financial services.” Pillar Two imposes a minimum effective tax rate of 15% on MNEs that have consolidated revenues of at

least EUR 750 million in at least two out of the last four years. The OECD has released model rules and commentary for Pillar

Two, including guidance on the treatment of taxes paid by U.S. companies on non-U.S. income under the U.S. Global

Intangible Low-Taxed Income regime. The proposals are complex and subject to significant uncertainty, and consultation in

respect of certain aspects of the rules is ongoing as we await further guidance from the OECD. On January 5, 2026, the OECD

announced a “side-by-side” system under which U.S.-parented groups would be able to elect to be effectively exempt from

certain of the Pillar Two rules, together with certain simplifications to the existing rules. The details of such amendments and

the “side-by-side” system remain the subject of further discussions and clarifications from the OECD, and the implementation

of such system by the OECD member countries remains uncertain. Pillar One and Pillar Two could impact the effective tax

rates for our firm, funds, portfolio companies, and investors, including by way of higher levels of tax being imposed, possible

denial of deductions, increased withholding taxes, and/or profits being allocated differently. It is likely that our entities also will

be subject to significant additional compliance and/or reporting obligations. Any tax laws, regulations, or treaties newly enacted

or enacted in the future also may cause us to revalue our deferred taxes and have a material change to our effective tax rate and

tax liabilities, as a result.

Moreover, the Netherlands continues to provide additional updates to its withholding tax on dividends. As of January

1, 2024, dividend distributions made by Dutch companies to “associated beneficiaries” established in blacklisted jurisdictions

(or non-blacklisted jurisdictions, in the case of situations that are deemed to be “abusive”) may be subject to a conditional

withholding tax. The applicable tax rate is linked to the highest corporate income tax in the relevant year (being 25.8% in

2025). We are monitoring the impact of these rules, which could result in additional withholding taxes being levied on our

investment funds or on repatriation of income and gains generated.

U.S. and foreign tax regulations could adversely affect our ability to raise funds from certain foreign investors and increase

compliance costs.

We must comply with complicated and expansive information tax reporting regimes in multiple jurisdictions, which

require us to perform due diligence and to report information about certain account holders and investors, as well as potential

withholding. Failure to comply with these requirements could result in increased administrative and compliance costs for our

investment entities and, in some cases, could subject our investment entities to increased withholding taxes or monetary

penalties.