Carlyle Group (NASDAQ: CG) CAO gets RSUs and tax share withholding

Rhea-AI Filing Summary

Carlyle Group Inc.’s Chief Accounting Officer, Charles Elliott Andrews Jr., reported insider equity transactions on February 1, 2026. The company withheld 1,084 shares of common stock at $58.78 per share to cover taxes due on a previously vested restricted stock unit award; no shares were sold by Andrews. He also received two new restricted stock unit awards for 15,493 and 7,747 shares of common stock at no cost. These awards vest between August 1, 2027 and August 1, 2029, and between February 1, 2027 and February 1, 2029, respectively, subject to continued service. Following these transactions, Andrews directly beneficially owned 153,330 shares of Carlyle common stock.

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^*

Andrews Charles Elliott Jr.

(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)
	Chief Accounting Officer

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)		1,084	D	$58.78	130,090	D
Common Stock	02/01/2026		A(2)		15,493	A	$0	145,583	D
Common Stock	02/01/2026		A(3)		7,747	A	$0	153,330	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 Charles E. Andrews, Jr.	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 transactions did Carlyle Group (CG) report for February 1, 2026?

Carlyle Group reported that its Chief Accounting Officer, Charles Elliott Andrews Jr., had 1,084 shares withheld for taxes and received two restricted stock unit awards for 15,493 and 7,747 shares. All relate to common stock and equity compensation on February 1, 2026.

Did Carlyle Group (CG) Chief Accounting Officer sell any shares in this Form 4?

No shares were sold by Carlyle’s Chief Accounting Officer in this Form 4. The 1,084 shares shown with code F were withheld by the issuer solely to pay taxes on a previously vested restricted stock unit award, according to the footnote disclosure.

What new equity awards did Carlyle Group (CG) grant to its Chief Accounting Officer?

Carlyle granted two restricted stock unit awards to its Chief Accounting Officer: one covering 15,493 shares and another covering 7,747 shares of common stock. Both awards were acquired at $0 per share as equity compensation rather than open-market purchases.

How will the new Carlyle Group (CG) restricted stock units vest over time?

One restricted stock unit award will vest 40% on August 1, 2027, 30% on August 1, 2028, and 30% on August 1, 2029. The other will vest in three equal installments on February 1, 2027, February 1, 2028, and February 1, 2029, contingent on continued service.

What is the total Carlyle Group (CG) share ownership reported after these transactions?

After the reported transactions, Carlyle’s Chief Accounting Officer beneficially owned 153,330 shares of common stock directly. This figure reflects the impact of tax withholding on vested shares and the addition of new restricted stock unit awards reported in the filing.

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

Transaction code F in this Form 4 indicates shares were withheld to pay taxes on a stock-based award. Here, 1,084 shares of Carlyle common stock were retained by the issuer for tax withholding when a previously reported restricted stock unit award vested.