Carlyle Group (CG) General Counsel reports new RSUs and tax-share withholding

Rhea-AI Filing Summary

Carlyle Group Inc. General Counsel Jeffrey W. Ferguson reported routine equity compensation and related tax withholding transactions in company common stock. On February 1, 2026, 503 shares were withheld at $58.78 per share to cover taxes from a previously reported restricted stock unit (RSU) vesting; no shares were sold for cash.

Ferguson received two new RSU awards: 24,462 shares that will vest 40% on August 1, 2027, 30% on August 1, 2028, and 30% on August 1, 2029, and 3,181 shares that will vest in three equal installments on February 1, 2027, 2028, and 2029, in each case subject to continued service. Following these transactions, he directly beneficially owned 782,067 common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ferguson Jeffrey W.

(Last) (First) (Middle)

1001 PENNSYLVANIA AVENUE, NW

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Carlyle Group Inc. [ CG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/01/2026		F(1)		503	D	$58.78	754,424	D
Common Stock	02/01/2026		A(2)		24,462	A	$0	778,886	D
Common Stock	02/01/2026		A(3)		3,181	A	$0	782,067	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock that have been withheld by the Issuer in connection with the payment of taxes resulting from the vesting of a previously reported restricted stock unit award (including previously reported dividend equivalent units accrued thereon). No shares of common stock were sold by the reporting person.

2. These securities are restricted stock unit awards and will vest 40% on August 1, 2027, an additional 30% on August 1, 2028 and the remaining 30% on August 1, 2029, subject to the reporting person's continued service at the Issuer on the applicable vesting date.

3. These securities are restricted stock unit awards and will vest 1/3 on each of February 1, 2027, February 1, 2028 and February 1, 2029, subject to the reporting person's continued service at the Issuer on the applicable vesting date.

Remarks:

	/s/ Anne K. Frederick by power of attorney for Jeffrey W. Ferguson	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Carlyle Group (CG) report for Jeffrey W. Ferguson?

Carlyle Group General Counsel Jeffrey W. Ferguson reported tax withholding and new equity awards. 503 shares of common stock were withheld for taxes, and he received two new restricted stock unit grants totaling 27,643 shares, all reported as directly owned after the transactions.

Did Jeffrey W. Ferguson sell Carlyle Group (CG) shares in this Form 4 filing?

No, the filing states that no shares of common stock were sold by Jeffrey W. Ferguson. 503 shares were withheld by Carlyle to satisfy taxes triggered by the vesting of a previously reported restricted stock unit award, including related dividend equivalent units.

What new restricted stock units did Jeffrey W. Ferguson receive from Carlyle Group (CG)?

He received 24,462 restricted stock units and an additional 3,181 restricted stock units. These are equity awards in Carlyle common stock that vest over several years, contingent on his continued service with the company through the specified vesting dates.

What are the vesting schedules for the new Carlyle Group (CG) RSU awards?

The 24,462-unit award vests 40% on August 1, 2027, 30% on August 1, 2028, and 30% on August 1, 2029. The 3,181-unit award vests in three equal installments on February 1, 2027, February 1, 2028, and February 1, 2029, all requiring continued service.

How many Carlyle Group (CG) shares does Jeffrey W. Ferguson own after this Form 4?

After the reported transactions, Jeffrey W. Ferguson beneficially owned 782,067 shares of Carlyle Group common stock directly. This figure reflects the tax withholding and the addition of new restricted stock unit awards reported in the filing.

What role does Jeffrey W. Ferguson hold at Carlyle Group (CG) in this filing?

In this filing, Jeffrey W. Ferguson is identified as an officer of Carlyle Group, serving as General Counsel. The reported transactions relate to his equity compensation and associated tax withholding in connection with his executive role at the company.