The Carlyle Group Inc. (CG) files S-3 post-effective shelf update filing

Rhea-AI Filing Summary

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.

As filed with the Securities and Exchange Commission on September 16, 2025

Registration No. 333-270745

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)

Delaware		6282		45-2832612
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004-2505

Telephone: (202) 729-5626

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey W. Ferguson

General Counsel

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004-2505

Telephone: (202) 729-5626

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Joshua Ford Bonnie

William R. Golden III

Simpson Thacher & Bartlett LLP

900 G Street N.W.

Washington, D.C. 20001-5332

Telephone: (202) 636-5500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2) (B) of Securities Act. ☐

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter (or Other Organizational Document)*		State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number		Address, Including Zip Code, of Registrant’s Principal Executive Office		Phone Number
Carlyle Holdings I L.P.		Delaware		54-1686957		c/o The Carlyle Group Inc. 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004			(202) 729-5626
Carlyle Holdings II L.L.C.		Delaware		98-0339178		c/o The Carlyle Group Inc. 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004			(202) 729-5626
CG Subsidiary Holdings L.L.C.		Delaware		84-3709267		c/o The Carlyle Group Inc. 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004			(202) 729-5626
Carlyle Holdings III L.P.		Québec		98-1036608		c/o The Carlyle Group Inc. 1001 Pennsylvania Avenue, NW, Washington, D.C. 20004			(202) 729-5626

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-270745) (the “Registration Statement”) is filed solely to (i) add guarantees of debt securities to be issued hereunder as an additional class of securities under the Registration Statement, (ii) add as additional registrants under the Registration Statement the registrants named above under “Table of Additional Registrants,” (iii) update the information in Part II with respect to the addition of the additional registrants under the Registration Statement and (iv) file additional exhibits to the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, the base prospectus is omitted from this filing. This post-effective amendment shall become effective immediately upon filing with the Securities and Exchange Commission.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 15. Indemnification of Directors and Officers.

Delaware

Corporations

Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, allows a corporation to provide in its certificate of incorporation that a director or officer of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides for this limitation of liability for our directors.

Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

The certificate of incorporation of The Carlyle Group Inc. (the “Corporation”) provides that the Corporation must indemnify its directors and officers to the fullest extent authorized by the DGCL, except in cases of bad faith, fraud or willful misconduct, and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under the certificate of incorporation or otherwise.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Corporation’s certificate of incorporation, the Corporation’s by-laws, agreement or vote of stockholders or disinterested directors or otherwise.

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The Corporation maintains standard policies of insurance that provide coverage (i) to its directors and officers against losses arising from claims made by reason of breach of duty or other wrongful act and (ii) to itself with respect to indemnification payments that it may make to such directors and officers.

The Corporation is party to indemnification agreements with its directors and executive officers. These agreements require the Corporation to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Corporation, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is therefore unenforceable.

In any underwriting agreement the Corporation enters into in connection with the sale of the securities registered hereby, the underwriters may agree to indemnify, or contribute to, under certain conditions, the Corporation, its directors, its officers and persons who control the Corporation within the meaning of the Securities Act against certain liabilities.

Limited Liability Companies

Section 18-108 of the Delaware Limited Liability Company Act authorizes a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement.

The limited liability company agreements of Carlyle Holdings II L.L.C. (“Holdings II”) and CG Subsidiary Holdings L.L.C. (“CG Subsidiary”) respectively provide that Holdings II and CG Subsidiary, as applicable, must indemnify its members and officers to the fullest extent permitted by applicable law for any loss, damage or claim incurred, except in cases of bad faith or outside the scope of authority, and must also pay expenses incurred in defending any proceeding in advance of its final disposition upon receipt of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under the applicable limited liability company agreement. Any indemnity shall be provided out of, and to the extent of, the applicable Holdings II or CG Subsidiary assets only.

In any underwriting agreement Holdings II or CG Subsidiary (each, a “Carlyle Entity”) enters into in connection with the sale of the securities registered hereby, the underwriters may agree to indemnify, or contribute to, under certain conditions, a Carlyle Entity, its directors, its officers and persons who control the applicable Carlyle Entity within the meaning of the Securities Act against certain liabilities.

Limited Partnerships

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act provides that a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions set forth in the partnership agreement.

In any underwriting agreement Carlyle Holdings I L.P. (“Holdings I”) enters into in connection with the sale of the securities registered hereby, the underwriters may agree to indemnify, or contribute to, under certain conditions, Holdings I, its directors, its officers and persons who control Holdings I within the meaning of the Securities Act against certain liabilities.

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Québec

Limited Partnerships

The Civil Code of Québec provides that a partner of a Québec limited partnership is entitled to recover the amount of the disbursements it has made on behalf of the partnership and to be indemnified for the obligations it has contracted or the losses it has suffered in acting for the partnership if it was in good faith. No provision of the Civil Code of Québec precludes a partnership from reimbursing its general partner for costs, charges and expenses actually incurred in the performance of its duties thereunder, including costs, charges expenses directly incurred for the benefit of Carlyle Holdings III L.P. (“Holdings III”) and costs incurred by the general partner in compensating its directors, officers and employees. Such a provision would apply to costs of indemnification of directors, officers and employees incurred by Carlyle Holdings III GP L.P., the sole member of Carlyle Holdings III GP Sub L.L.C., the general partner of Holdings III, with respect to the conduct of the business and activities of Holdings III.

In any underwriting agreement Holdings III enters into in connection with the sale of the securities registered hereby, the underwriters may agree to indemnify, or contribute to, under certain conditions, Holdings III, its directors, its officers and persons who control Holdings III within the meaning of the Securities Act against certain liabilities.

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Item 16. Exhibits.

The Exhibit Index appearing before the signature pages below is incorporated herein by reference.

Exhibit Index

Exhibit Number		Exhibit Description
1.1*		Form of Underwriting Agreement for Common Stock sold by Selling Stockholders.
1.2*		Other Forms of Underwriting Agreements.
3.1		Amended and Restated Certificate of Incorporation of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35538) filed on June 2, 2023).
3.2		By-Laws of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 001-35538) filed on January 2, 2020).
4.1*		Form of Certificate for Preferred Stock of The Carlyle Group Inc.
4.2		Form of Senior Indenture among The Carlyle Group Inc., the other parties thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3*		Form of Subordinated Indenture among The Carlyle Group Inc., the other parties thereto and the trustee.
4.4*		Form of Note issued under the Senior Indenture.
4.5*		Form of Note issued under the Subordinated Indenture.
4.6*		Warrant Agreement and Warrant Certificate.
4.7*		Deposit Agreement and Deposit Receipt.
4.8*		Subscription Rights Agreement and Subscription Rights Certificate.
5.1		Opinion of Simpson Thacher & Bartlett LLP as to the legality of certain securities being issued.
5.2		Opinion of Gowling WLG (Canada) LLP as to the legality of certain securities being issued.
22.1		Senior and Subordinated Notes, Issuers, and Guarantors (incorporated by reference to Exhibit 22 to the Company’s Annual Report on Form 10-K (File No. 001-35538) filed on February 27, 2025).
23.1		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
23.2		Consent of Gowling WLG (Canada) LLP (included in Exhibit 5.2).
23.3		Consent of Ernst & Young LLP (incorporated by reference to Exhibit 23.1 to the Company’s Annual Report on Form 10-K (File No. 001-35538) filed on February 27, 2025).
24.1		Power of Attorney (included in the signature pages of this Registration Statement).
25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee for the form of Indenture of Exhibit 4.2.
25.2**		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee for the form of Indenture of Exhibit 4.3.
107.1		Filing Fee Table

* To be filed, if necessary, by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering.

** To be filed as a 305B2 filing later if a trustee is to be named later.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, The Carlyle Group Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on September 16, 2025.

THE CARLYLE GROUP INC.
By:		/s/ John C. Redett
		Name: John C. Redett
		Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated, in Washington, D.C., on September 16, 2025.

Signature		Title
* Harvey M. Schwartz		Chief Executive Officer and Director (Principal Executive Officer)
/s/ John C. Redett John C. Redett		Chief Financial Officer (Principal Financial Officer)
* William E. Conway, Jr.		Director
* David M. Rubenstein		Director
* Daniel A. D’Aniello		Director
Afsaneh M. Beschloss		Director
Sharda Cherwoo		Director
* Linda H. Filler		Director
* Lawton W. Fitt		Director
* James H. Hance, Jr		Director
* Mark S. Ordan		Director

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Signature		Title
* Derica W. Rice		Director
* William J. Shaw		Director
* Anthony Welters		Director
/s/ Charles E. Andrews, Jr. Charles E. Andrews, Jr.		Chief Accounting Officer (Principal Accounting Officer)

* By:		/s/ Jeffrey W. Ferguson
		Jeffrey W. Ferguson, as Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Carlyle Holdings I L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington D.C., on September 16, 2025.

CARLYLE HOLDINGS I L.P.
By:		/s/ John C. Redett
		Name: John C. Redett
		Title: Managing Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes John C. Redett and Jeffrey W. Ferguson as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to execute in the name of each such person who is then an officer or director of Carlyle Holdings I L.P., and to file any amendments (including post effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated, in Washington D.C., on September 16, 2025.

Signature		Title
/s/ Harvey M. Schwartz Harvey M. Schwartz		Managing Director (Principal Executive Officer)
/s/ John C. Redett John C. Redett		Managing Director (Principal Financial Officer)
/s/ Charles E. Andrews, Jr. Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Carlyle Holdings II L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington D.C., on September 16, 2025.

CARLYLE HOLDINGS II L.L.C.
By:		/s/ John C. Redett
		Name: John C. Redett
		Title: Managing Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes John C. Redett and Jeffrey W. Ferguson as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to execute in the name of each such person who is then an officer or director of Carlyle Holdings II L.L.C., and to file any amendments (including post effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated, in Washington D.C., on September 16, 2025.

Signature		Title
/s/ Harvey M. Schwartz Harvey M. Schwartz		Managing Director (Principal Executive Officer)
/s/ John C. Redett John C. Redett		Managing Director (Principal Financial Officer)
/s/ Charles E. Andrews, Jr. Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, CG Subsidiary Holdings L.L.C. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington D.C., on September 16, 2025.

CG SUBSIDIARY HOLDINGS L.L.C.
By:		/s/ John C. Redett
		Name: John C. Redett
		Title: Managing Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes John C. Redett and Jeffrey W. Ferguson as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to execute in the name of each such person who is then an officer or director of CG Subsidiary Holdings L.L.C., and to file any amendments (including post effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated, in Washington D.C., on September 16, 2025.

Signature		Title
/s/ Harvey M. Schwartz Harvey M. Schwartz		Managing Director (Principal Executive Officer)
/s/ John C. Redett John C. Redett		Managing Director (Principal Financial Officer)
/s/ Charles E. Andrews, Jr. Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Carlyle Holdings III L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington D.C., on September 16, 2025.

CARLYLE HOLDINGS III L.P.
By:		/s/ John C. Redett
		Name: John C. Redett
		Title: Managing Director

POWER OF ATTORNEY

Each person whose signature appears below authorizes John C. Redett and Jeffrey W. Ferguson as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to execute in the name of each such person who is then an officer or director of Carlyle Holdings III L.P., and to file any amendments (including post effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement and Power of Attorney have been signed by the following persons in the capacities indicated, in Washington D.C., on September 16, 2025.

Signature		Title
/s/ Harvey M. Schwartz Harvey M. Schwartz		Managing Director (Principal Executive Officer)
/s/ John C. Redett John C. Redett		Managing Director (Principal Financial Officer)
/s/ Charles E. Andrews, Jr. Charles E. Andrews, Jr.		Managing Director (Principal Accounting Officer)

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FAQ

What does The Carlyle Group Inc. (CG) change in this S-3 amendment?

The amendment adds guarantees of debt securities as an additional class of securities under the existing S-3 registration, adds several Carlyle holding entities as additional registrants, updates Part II information to reflect them, and files additional related exhibits.

Does this Carlyle (CG) filing change the existing base prospectus?

No. The amendment states that no changes or additions are being made to the base prospectus that already forms part of the registration statement, and that the base prospectus is therefore omitted from this filing.

Which additional entities are added as registrants for Carlyle’s S-3 shelf?

The amendment adds 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, all using The Carlyle Group Inc.’s Washington, D.C. address as their principal executive office location.

How does Carlyle describe indemnification for its directors and officers?

The filing explains that under Delaware law and the company’s certificate of incorporation, bylaws, LLC agreements and partnership agreements, Carlyle entities may indemnify directors, officers and other covered persons and advance expenses, subject to limits such as bad faith or improper conduct. It also notes that Carlyle maintains insurance policies and separate indemnification agreements for directors and executive officers.

What does the SEC say about Securities Act indemnification in this filing?

The document notes that, with respect to liabilities arising under the Securities Act, the SEC’s opinion is that indemnification of directors or executive officers for such liabilities is against public policy and therefore unenforceable.

When does this Carlyle Group S-3 post-effective amendment become effective?

The amendment states that it shall become effective immediately upon filing with the Securities and Exchange Commission.

Who signs this S-3 post-effective amendment for The Carlyle Group (CG)?

The filing is signed on behalf of The Carlyle Group Inc. by John C. Redett as Chief Financial Officer, with signature blocks also listing Harvey M. Schwartz as Chief Executive Officer and Director and multiple directors, plus similar signature and power of attorney sections for the additional Carlyle holding entities.