Carlyle (CG) CEO withholds 578,862 shares to cover tax on RSU vesting

Rhea-AI Filing Summary

Carlyle Group Inc. Chief Executive Officer Harvey M. Schwartz, who is also a director, reported a tax-related share withholding on common stock. On February 1, 2026, 578,862 shares of common stock were withheld by Carlyle to cover taxes due from the vesting of a previously reported restricted stock unit award, including related dividend equivalent units.

The shares were treated as a disposition at $58.78 per share for tax purposes, but the filing states that no shares were sold by Schwartz. After this transaction, he beneficially owns 5,350,734 shares of Carlyle common stock directly.

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^*

SCHWARTZ HARVEY M

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		578,862	D	$58.78	5,350,734	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 Harvey M. Schwartz	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).
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FAQ

What insider transaction did Carlyle Group (CG) CEO Harvey Schwartz report?

Harvey Schwartz reported tax-related share withholding, not an open-market sale. On February 1, 2026, 578,862 Carlyle common shares were withheld to pay taxes owed on the vesting of a previously reported restricted stock unit award and related dividend equivalent units.

Were any Carlyle Group (CG) shares actually sold by Harvey Schwartz in this Form 4?

No, the Form 4 specifies that no shares were sold by Harvey Schwartz. Instead, Carlyle withheld 578,862 common shares to satisfy tax obligations triggered by the vesting of a restricted stock unit award and its accrued dividend equivalent units.

How many Carlyle Group (CG) shares were withheld for Harvey Schwartz’s taxes?

A total of 578,862 Carlyle common shares were withheld for taxes. The withholding was reported at a price of $58.78 per share in connection with the vesting of a previously disclosed restricted stock unit award held by the Chief Executive Officer.

What is Harvey Schwartz’s Carlyle Group (CG) share ownership after this Form 4 transaction?

After the reported transaction, Harvey Schwartz beneficially owns 5,350,734 Carlyle shares. These shares are held directly, following the tax withholding of 578,862 shares tied to the vesting of a previously reported restricted stock unit award and related dividend equivalents.

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

Transaction code F indicates a tax withholding related to equity compensation. In this case, it reflects Carlyle’s withholding of 578,862 common shares at $58.78 per share to cover taxes from the vesting of a previously reported restricted stock unit award.