CG Insider Files Form 4: 2M Shares Donated by Director Conway

Rhea-AI Filing Summary

William E. Conway Jr., a director of The Carlyle Group Inc. (CG), reported a non-sale disposition of common stock on 09/03/2025. The Form 4 shows a Code G(1) transaction—listed in the filing as a charitable donation—for 2,000,000 shares at a reported price of $0. After the donation, Conway beneficially owned 26,999,644 shares. The filing was executed by Anne K. Frederick by power of attorney on Conway's behalf and is limited to this single non-derivative transaction; no derivative transactions or other changes are reported in the document.

Positive

• Transaction is a charitable donation, not a sale, indicating no immediate cashing out by the insider
• Filing discloses exact post-transaction beneficial ownership (26,999,644 shares), providing transparency

Negative

• Large reduction in holdings (2,000,000 shares) could be perceived negatively by some investors despite being a donation
• Filing lacks context on percentage ownership of total outstanding shares, limiting assessment of impact

Insights

Corporate Governance Expert

TL;DR: A director made a large charitable donation of company stock, reducing direct holdings by 2,000,000 shares.

The reported Code G(1) disposition explicitly reflects a charitable gift rather than a market sale, which typically has different governance and disclosure implications. For governance reviewers, the transaction is notable for its size relative to the remaining reported holding of 26,999,644 shares but contains no indication of trading for liquidity or potential signaling to the market. The Form 4 includes a power-of-attorney signature, which is routine for insiders using representatives to file.

Securities Analyst

TL;DR: Material share movement occurred via donation; no proceeds or derivatives involved, so immediate market impact is limited.

From a securities perspective, the 2,000,000-share disposition at $0 indicates a non-cash transfer to charity. This reduces the reporting person\'s beneficial stake but does not reveal intent to monetize equity. There are no derivative positions disclosed and no price or sale that would directly affect trading liquidity. Investors seeking impact on ownership percentage will need total outstanding share count, which is not provided in this filing.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CONWAY WILLIAM E 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		G(1)		2,000,000	D	$0	26,999,644	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. Reflects a charitable donation by the Reporting Person.

Remarks:

	/s/ Anne K. Frederick, by Power of Attorney for William E. Conway, Jr.	09/05/2025
	** 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 did William E. Conway Jr. report on Form 4 for CG?

He reported a Code G(1) transaction on 09/03/2025 representing a charitable donation of 2,000,000 common shares at a reported price of $0.

How many Carlyle Group (CG) shares does Conway beneficially own after the transfer?

The Form 4 states he beneficially owned 26,999,644 shares following the reported transaction.

Was the transaction a sale or a derivative trade?

The filing shows a non-derivative disposition via Code G(1), indicating a donation, and no derivative transactions are reported.

Who signed the Form 4 for William E. Conway Jr.?

The filing was signed /s/ Anne K. Frederick by power of attorney on behalf of William E. Conway Jr. on 09/05/2025.

Does this Form 4 provide the insider\\'s ownership percentage of CG?

No. The Form 4 gives the number of shares owned (26,999,644) but does not state the total outstanding shares or resulting ownership percentage.