CG Insider Notice: 97,394 Carlyle Shares to Be Sold via Morgan Stanley

Rhea-AI Filing Summary

The Carlyle Group Inc. (CG) filed a Form 144 notifying a proposed sale of 97,394 common shares through Morgan Stanley Smith Barney LLC with an aggregate market value of $6,074,882.57. The shares arise from issuer grants and vesting for services (performance stock units and restricted stock) dated 08/01/2025, 02/06/2025, 02/01/2025 and 08/01/2024, and those grant totals equal the amount the filer proposes to sell. The filing reports 361,704,907 shares outstanding, so the proposed sale represents approximately 0.027% of the outstanding common stock. The sale is expected to occur on or about 08/11/2025 on NASDAQ. The filer states no securities were sold in the past three months and attests to lacking any undisclosed material adverse information.

Positive

• Proposed sale equals vested compensation (performance stock units and restricted stock), showing the shares are tied to issuer-approved awards
• Sale is immaterial to capitalization: 97,394 shares represent approximately 0.027% of the 361,704,907 shares outstanding
• No sales reported in the past three months, indicating this is a discrete liquidity event rather than ongoing disposal

Negative

• None.

Insights

Securities Analyst

TL;DR: Small, pre-arranged sale of vested awards; immaterial to market capitalization and unlikely to move the stock.

The filing describes a planned sale of 97,394 shares valued at $6.07M executed through Morgan Stanley Smith Barney on NASDAQ. The shares derive from performance stock units and restricted stock vesting granted by the issuer; the total granted equals the shares to be sold. With 361.7M shares outstanding, the sale equals roughly 0.027% of float, a de minimis proportion that suggests limited market impact. The filer reports no sales in the prior three months and makes the standard attestation regarding material nonpublic information. Overall, this is a routine insider liquidity event.

Corporate Governance Expert

TL;DR: Insider selling vested compensation through a broker; disclosure and attestation are standard, raising no immediate governance red flags.

The transaction stems from compensation vesting and performance awards issued by the company and will be brokered by Morgan Stanley Smith Barney. The filing's disclosure that no sales occurred in the prior three months and the signer’s representation about material information are consistent with compliance expectations for Rule 144 notifications. Because the sale size is a very small fraction of outstanding shares, it does not indicate concentrated insider divestiture or governance concern based on the data provided.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	97394	6074882.57	361704907	08/11/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/06/2025	Performance Stock Units	Issuer			18205	02/06/2025	Services Rendered
Common	08/01/2025	Restricted stock vesting under a registered plan	Issuer			53603	08/01/2025	Services Rendered
Common	02/01/2025	Restricted stock vesting under a registered plan	Issuer			16983	02/01/2025	Services Rendered
Common	08/01/2024	Restricted stock vesting under a registered plan	Issuer			8603	08/01/2024	Services Rendered

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Carlyle Group's (CG) Form 144 report?

The filing notifies a proposed sale of 97,394 common shares valued at $6,074,882.57 to be executed via Morgan Stanley Smith Barney on NASDAQ around 08/11/2025.

How were the shares being sold acquired?

The shares were acquired from the issuer as performance stock units and restricted stock vesting on 08/01/2025, 02/06/2025, 02/01/2025 and 08/01/2024.

What percentage of Carlyle's outstanding stock does the proposed sale represent?

The filing shows 361,704,907 shares outstanding, so the proposed sale of 97,394 shares equals about 0.027% of outstanding stock.

Were any securities sold by this person in the past three months?

The Form 144 states "Nothing to Report" for securities sold during the past three months.

Does the filer attest to possession of material nonpublic information?

Yes, the filer represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.