Carlyle Group Inc. (CG) SEC Filings, Sep-Nov 2025

The Carlyle Group Inc. reported sharply weaker results for the quarter ended September 30, 2025. Total revenues fell to $332.7 million from $2.64 billion a year earlier, driven by a swing in performance allocations from a $1.79 billion gain to a $606.7 million loss.

Net income dropped to $112.5 million from $615.7 million, and net income attributable to Carlyle fell to $0.9 million, with diluted earnings per share at $0.00 versus $1.63. Fee-based fund management fees still grew to $583.3 million from $532.7 million, partly offsetting volatile investment results.

Carlyle’s balance sheet showed total assets of $27.1 billion and total equity of $6.85 billion as of September 30, 2025. Operating cash flow was negative $2.08 billion for the nine months, but financing activities provided $3.02 billion, including $792.9 million of new 5.05% senior notes due 2035 and higher borrowings at consolidated funds.

The Carlyle Group Inc. (CG) filed an 8-K stating it furnished a summary press release and a detailed earnings presentation announcing financial results for its third quarter ended September 30, 2025. These materials are attached as Exhibit 99.1 and Exhibit 99.2. The company notes the information is furnished, not filed, under the Exchange Act.

The filing also lists Carlyle’s securities registered on Nasdaq, including its common stock (CG) and 4.625% subordinated notes due 2061 (CGABL).

The Carlyle Group and affiliated entities reported a Section 16 Form 4 disclosing transactions in CommScope Holding Company, Inc. (COMM) securities dated 09/30/2025. The filing shows receipt of 17,343 shares of Series A Convertible Preferred Stock as a payment-in-kind dividend and reports 630,653 shares of Common Stock and beneficial ownership of 1,278,653 shares following the reported transactions. Each Preferred share is initially convertible into 36.3636 shares of Common Stock and carries a cumulative dividend of 5.5% per year, payable quarterly. The Preferred has no stated maturity and may be mandatorily converted after three years if specified conditions are met. Multiple Carlyle entities are listed as reporting persons and disclaim ownership except for any pecuniary interest.

The Carlyle Group Inc. entered into an indenture to issue $800,000,000 aggregate principal amount of 5.050% Senior Notes due 2035, fully and unconditionally guaranteed on a senior unsecured basis by key holding subsidiaries. The notes were issued under an effective shelf registration statement.

The notes bear interest at 5.050% per annum from September 19, 2025, with interest payable semiannually on March 19 and September 19 each year, starting March 19, 2026. They mature on September 19, 2035, and include covenants limiting certain mergers, asset transfers and liens, as well as customary events of default. Carlyle may redeem the notes at a make‑whole price before June 19, 2035 and at par plus accrued interest on or after that date.

The Carlyle Group Inc. prospectus supplement describes an offering of notes with aggregate principal amounts shown totaling $800,000,000 and indicative pricing showing 99.767% ($798,136,000) and a spread/coupon line of 0.650% ($5,200,000). The document states net proceeds will be used for general corporate purposes. The indenture limits secured indebtedness subject to exceptions, does not restrict additional unsecured debt and permits non-guarantor subsidiaries to incur debt. Certain subsidiaries will guarantee these notes and also guarantee existing notes. The supplement discusses change-of-control repurchase provisions, settlement timing (notes initially settle in T+3), DTC book-entry access, underwriting syndicate members, and related U.S. and non-U.S. tax and ERISA considerations for holders. Several administrative and designation mechanics for Non-Guarantor Entities and trustee notifications are included.

The Carlyle Group Inc. filed an 8-K disclosing a press release dated September 16, 2025 about a senior notes offering. The filing includes a cover page interactive data reference and is signed by John C. Redett, Chief Financial Officer. No offering size, pricing, use of proceeds, or further financial terms are provided in the text supplied here.

The prospectus supplement for Carlyle Group Inc. outlines the terms and risks for an offering of debt securities and incorporates material disclosures from Carlyle's 2024 Form 10-K and subsequent periodic reports. The document states that the indenture limits the Issuer's and Guarantors' ability to incur secured debt but these limits have numerous exceptions, do not restrict additional unsecured debt, and do not prevent non-guarantor subsidiaries from incurring secured or unsecured debt. The guarantors for the offered notes also guarantee existing notes and an organizational chart is referenced.

The issuer intends to use net proceeds for general corporate purposes. The supplement discusses change-of-control repurchase mechanics and states that applicable securities laws (if in conflict) will govern compliance. There are detailed tax and ERISA considerations for U.S. and non-U.S. holders, documentation requirements for withholding relief (e.g., W-8 forms), and settlement mechanics involving DTC and secondary-market settlement timing. The document repeatedly cross-references the "Description of the Notes" and incorporated SEC filings for further details.

The Carlyle Group Inc. filed Post-Effective Amendment No. 1 to its Form S-3 shelf registration statement. The amendment is described as being filed solely to add guarantees of debt securities to be issued under the shelf as an additional class of securities, add Carlyle Holdings I L.P., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C. and Carlyle Holdings III L.P. as additional registrants, update Part II information for these entities, and file additional exhibits. The base prospectus that already forms part of the registration statement is unchanged and therefore omitted from this filing, and the amendment becomes effective immediately upon filing with the SEC.

The filing also restates how Carlyle’s corporate, limited liability company and limited partnership entities may indemnify their directors, officers and other covered persons under Delaware and Québec law, and notes existing indemnification agreements and insurance coverage. Various senior executives sign on behalf of The Carlyle Group Inc. and the additional holding entities, and powers of attorney authorize certain officers to sign future amendments.

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.