Carlyle Group (CG) Co-President granted RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Carlyle Group Inc. Co-President Jeffrey Nedelman reported routine equity transactions. On February 1, 2026, 6,092 shares of common stock were withheld at $58.78 per share to cover taxes from vesting restricted stock units; no shares were sold. He received 217,303 restricted stock units that vest 40% on August 1, 2027, 30% on August 1, 2028, and 30% on August 1, 2029, and an additional 12,965 restricted stock units that vest in equal thirds on February 1, 2027, 2028, and 2029, all subject to continued service. After these transactions, he directly owned 1,724,057 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

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)
02/01/2026

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)		6,092	D	$58.78	1,493,789	D
Common Stock	02/01/2026		A(2)		217,303	A	$0	1,711,092	D
Common Stock	02/01/2026		A(3)		12,965	A	$0	1,724,057	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 previously reported restricted stock unit awards (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 Nedelman	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CG Co-President Jeffrey Nedelman report?

Jeffrey Nedelman reported tax withholding and new equity awards. On February 1, 2026, 6,092 shares were withheld to cover taxes on vesting units, and he received 217,303 and 12,965 restricted stock units with multi-year vesting schedules tied to continued service.

Did Carlyle Group Co-President sell any CG shares in this Form 4?

No, the filing states no shares were sold. Instead, 6,092 shares of common stock were withheld by Carlyle Group to pay taxes arising from the vesting of previously reported restricted stock units and related dividend equivalents, a standard administrative transaction.

How many CG shares does Jeffrey Nedelman own after these transactions?

Following the reported transactions, Jeffrey Nedelman directly owned 1,724,057 shares of Carlyle Group common stock. This figure reflects the tax withholding of 6,092 shares and the grants of 217,303 and 12,965 restricted stock units reported effective February 1, 2026.

What are the vesting terms of Jeffrey Nedelman’s 217,303 CG restricted stock units?

The 217,303 restricted stock units vest over three dates: 40% on August 1, 2027, 30% on August 1, 2028, and the final 30% on August 1, 2029. Vesting requires Nedelman’s continued service with Carlyle Group on each applicable vesting date.

What are the vesting terms of the additional 12,965 CG restricted stock units?

The 12,965 restricted stock units vest in three equal installments. One-third vests on February 1, 2027, another third on February 1, 2028, and the final third on February 1, 2029, conditioned on Jeffrey Nedelman continuing to serve at Carlyle Group on those dates.

Why were 6,092 CG shares withheld in Jeffrey Nedelman’s Form 4?

The 6,092 shares were withheld to satisfy tax obligations from the vesting of previously reported restricted stock unit awards and related dividend equivalent units. The filing clarifies that these withheld shares were not open-market sales by Jeffrey Nedelman.