Carlyle Group (CG) Co-President reports 92,352-share tax withholding, no stock sale

Rhea-AI Filing Summary

Carlyle Group Inc. executive reports tax-related share withholding

Co-President Jeffrey Nedelman reported a transaction involving 92,352 shares of Carlyle Group Inc. common stock on February 6, 2026. These shares were withheld by the issuer to cover taxes owed upon vesting of a previously reported restricted stock unit award.

Following this tax withholding, Nedelman beneficially owns 1,631,705 shares of common stock, held directly. The filing explicitly states that no shares of common stock were sold by Nedelman in connection with this event.

Insights

Equity compensation & insider-transactions analyst

Routine tax withholding on vested RSUs; no open-market sale.

The transaction discloses that 92,352 Carlyle Group Inc. common shares were withheld on February 6, 2026 to satisfy tax obligations from a previously reported restricted stock unit vesting. The code “F” and the footnote confirm this is a tax-withholding event, not a discretionary trade.

After the withholding, Co-President Jeffrey Nedelman directly holds 1,631,705 common shares. Because the issuer withheld shares rather than the executive selling them in the market, the economic effect is standard for equity compensation and does not, by itself, signal a change in sentiment.

Overall, this appears to be a routine administrative consequence of RSU vesting, with limited standalone impact on an investment view of Carlyle Group Inc. Future company filings may provide additional context on ongoing equity compensation and executive holdings.

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

OMB APPROVAL

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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^*

Nedelman Jeffrey

(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)
	Co-President

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		F(1)		92,352	D	$55.41	1,631,705	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. No shares of common stock were sold by the reporting person.

Remarks:

	/s/ Anne K. Frederick by Power of Attorney for Jeffrey Nedelman	02/06/2026
	** 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 Inc. (CG) report for Jeffrey Nedelman?

Carlyle Group Inc. reported that Co-President Jeffrey Nedelman had 92,352 common shares withheld on February 6, 2026. The shares were retained by the company to cover taxes due on a previously reported restricted stock unit vesting, rather than sold in the open market.

Were any Carlyle Group Inc. (CG) shares sold by Jeffrey Nedelman in this Form 4?

No shares were sold by Jeffrey Nedelman in this Form 4 transaction. The filing explains that 92,352 shares of common stock were withheld by the issuer solely to satisfy tax obligations triggered by the vesting of an earlier disclosed restricted stock unit award.

How many Carlyle Group Inc. (CG) shares does Jeffrey Nedelman own after this transaction?

Following the February 6, 2026 tax withholding, Jeffrey Nedelman beneficially owns 1,631,705 shares of Carlyle Group Inc. common stock. The Form 4 states these shares are held directly, reflecting his remaining equity position after the issuer withheld shares for tax payments.

What does transaction code "F" mean in the Carlyle Group Inc. (CG) Form 4?

Transaction code "F" on the Form 4 indicates a tax-related transaction tied to equity awards. In this case, it shows the issuer withheld 92,352 common shares to cover taxes arising from the vesting of a restricted stock unit award previously reported for Jeffrey Nedelman.

What price per share was used for the tax withholding in the CG Form 4 filing?

The Form 4 shows a price of $55.41 per share for the 92,352 Carlyle Group Inc. shares withheld. This price is used to value the shares applied toward satisfying the tax obligations created when Jeffrey Nedelman’s restricted stock unit award vested.

Is the February 2026 Form 4 for Carlyle Group Inc. (CG) a routine equity compensation event?

Yes, the disclosure describes a routine equity compensation event. Shares were withheld by Carlyle Group Inc. to pay taxes on a vesting restricted stock unit award, and the footnote clarifies that Jeffrey Nedelman did not sell any common shares in this transaction.