Tax withholding trims Carlyle Group (NASDAQ: CG) GC share count

Rhea-AI Filing Summary

Carlyle Group Inc.'s General Counsel, Jeffrey W. Ferguson, reported a routine tax-related share withholding. On February 6, 2026, 937 shares of common stock were withheld by the company at $55.41 per share to cover taxes from vesting restricted stock units.

The filing states that no shares were sold by Ferguson; this was not an open-market transaction. After the withholding, he directly beneficially owns 781,130 shares of Carlyle Group common stock, reflecting his remaining equity stake in the company.

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)
02/06/2026

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)		937	D	$55.41	781,130	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.

Remarks:

	/s/ Anne K. Frederick by power of attorney for Jeffrey W. Ferguson	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).
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FAQ

What did Carlyle Group (CG) General Counsel report on this Form 4?

Jeffrey W. Ferguson reported a tax-related share withholding. On February 6, 2026, 937 Carlyle Group common shares were withheld by the issuer at $55.41 per share to satisfy taxes from vesting restricted stock units, rather than being sold in the market.

Did the Carlyle Group (CG) General Counsel sell shares in this transaction?

No, the Form 4 states no shares were sold. The 937 shares were withheld by Carlyle Group to cover tax obligations from a previously reported restricted stock unit award and related dividend equivalents, so this was not an open-market sale by Jeffrey W. Ferguson.

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

After the transaction, Ferguson beneficially owns 781,130 shares. This figure represents his direct ownership of Carlyle Group common stock following the 937-share withholding for tax purposes related to the vesting of a restricted stock unit award.

What is the nature of the 937 Carlyle Group (CG) shares reported on Form 4?

The 937 shares were withheld to pay taxes on vesting equity. They relate to a previously reported restricted stock unit award, including accrued dividend equivalent units, and were retained by the issuer solely for tax withholding, not as a discretionary sale by the executive.

Who is the reporting person in this Carlyle Group (CG) Form 4 filing?

The reporting person is Jeffrey W. Ferguson, Carlyle’s General Counsel. The filing identifies him as an officer, not a director or 10% owner, and details his direct beneficial ownership position after the tax withholding transaction on February 6, 2026.