William E. Conway Jr. Donates 1M Carlyle Shares on Form 4

Rhea-AI Filing Summary

William E. Conway Jr., a director of Carlyle Group Inc. (CG), reported a charitable donation of 1,000,000 common shares on 08/13/2025 via a Form 4 filing. The transaction is coded as a gift and recorded at a price of $0, reflecting a donation rather than a sale. After the reported gift, Mr. Conway is shown as the direct beneficial owner of 28,999,644 shares.

The Form 4 was filed by one reporting person and includes an explanatory remark stating the transfer "reflects a charitable donation by the Reporting Person." The filing shows the transaction was executed under a gift code and was signed by a power of attorney on behalf of Mr. Conway.

Positive

• Charitable donation disclosed: The filing explicitly states the transfer "reflects a charitable donation by the Reporting Person."
• Substantial remaining stake: After the gift, Mr. Conway is shown as directly owning 28,999,644 shares.

Negative

• Reduction in direct holdings: The reported transaction decreases direct beneficial ownership by 1,000,000 shares.
• Non-cash transfer: Price recorded as $0, indicating no proceeds to the reporting person from this transaction.

Insights

Corporate Governance Expert

TL;DR: Director reported a substantial charitable gift of 1,000,000 Carlyle shares, reducing direct holdings but leaving a large stake.

The Form 4 discloses a non-sale transfer: a gift of 1,000,000 common shares by William E. Conway Jr., coded as a charitable donation. From a governance perspective, the transaction is a voluntary philanthropic transfer rather than a market disposition, and the report shows continued significant direct ownership of 28,999,644 shares. The filing supports transparency around insider transfers by explicitly stating the nature of the transfer and recording post-transaction ownership. No information in the filing indicates any change in board status or new agreements affecting control.

Financial Analyst

TL;DR: A 1,000,000-share gift was reported; this is a material insider transfer by size but appears non-operational and non-cash.

The transaction reduces the reporting person's direct share count by 1,000,000 shares and is recorded at $0, consistent with a charitable donation. The filing does not show any derivative transactions or cash proceeds tied to this transfer. Post-transaction direct ownership remains 28,999,644 shares, which is the key figure for assessing continuing insider exposure. The Form 4 provides clear disclosure of the nature and quantity of the transfer but does not include any commentary on strategic or financial implications for 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

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)
08/13/2025

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	08/13/2025		G(1)		1,000,000	D	$0	28,999,644	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.	08/13/2025
	** 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 transaction did Carlyle (CG) report on the Form 4?

Answer: The Form 4 reports a charitable donation of 1,000,000 common shares by William E. Conway Jr. on 08/13/2025.

Who is the reporting person on this Form 4 for CG?

Answer: The reporting person is William E. Conway Jr., identified as a director of Carlyle Group Inc.

How many Carlyle shares does William E. Conway Jr. own after the transaction?

Answer: The Form 4 shows 28,999,644 shares beneficially owned directly after the reported donation.

What does transaction code G indicate on this Form 4?

Answer: In this filing, the transaction is coded as G and the explanatory remark states it "reflects a charitable donation," indicating a gift transfer.

Was there any cash received from the reported transaction?

Answer: No; the filing records the price as $0, consistent with a non-cash charitable gift.

Was the Form 4 filed by a single reporting person?

Answer: Yes; the document indicates the form was filed by one reporting person.