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Carlyle Group Inc.

Carlyle Group Inc.CGEarnings & Financial Report

Nasdaq · Financials · Investment Advice

The Carlyle Group Inc. is an American multinational company with operations in private equity, alternative asset management and financial services. As of 2023, the company had $426 billion of assets under management.

What changed in Carlyle Group Inc.'s 10-K — 2024 vs 2025

Top changes in Carlyle Group Inc.'s 2025 10-K

1125 paragraphs added · 1305 removed · 839 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

157 edited+24 added−47 removed173 unchanged
Private equity investors who desire to sell or restructure their pre-existing investment commitments to a fund may negotiate to sell the fund interests to AlpInvest. In this manner, AlpInvest’s secondary and portfolio finance investments team provides the full range of liquidity and restructuring solutions from debt to equity for third-party private equity investors.
Private equity investors who desire to sell or restructure their pre-existing investment commitments to a fund may negotiate to sell the fund interests to AlpInvest. In this manner, AlpInvest’s secondary & portfolio finance investments team provides the full range of liquidity and restructuring solutions from debt to equity for third-party private equity investors.
In addition, the governing agreements of many of our investment funds generally require investors in those funds to affirmatively vote to continue the commitment period in the event that certain “key persons” in our investment funds do not provide the specified time commitment to the fund or our firm ceases to control the general partner (or similar managing entity) or the investment adviser or ceases to hold a specified percentage of the economic interests in the general partner (any such events, a “Key Person Event”).
In addition, the governing agreements of many of our investment funds generally require investors in those funds to affirmatively vote to continue the investment period in the event that certain “key persons” in our investment funds do not provide the specified time commitment to the fund or our firm ceases to control the general partner (or similar managing entity) or the investment adviser or ceases to hold a specified percentage of the economic interests in the general partner (any such events, a “Key Person Event”).
We publish an annual ESG report, Task Force on Climate-related Financial Disclosures (TCFD) report, and corporate sustainability disclosures, which utilize Global Reporting Initiative (GRI) Standards and provide an internationally recognized framework to communicate sustainability and ESG matters to our various stakeholders.
We publish an annual sustainability report, Task Force on Climate-related Financial Disclosures (TCFD) report, and corporate sustainability disclosures, which utilize Global Reporting Initiative (GRI) Standards and provide an internationally recognized framework to communicate sustainability and ESG matters to our various stakeholders.
CECP has permission to undertake certain investment advisory and related activities in the UK—broadly these are advising on, and arranging deals in relation to certain types of, investments. CECP only is permitted to carry out these activities in relation to eligible counterparties and professional clients.
CECP has permission to undertake certain investment advisory and related activities in the UK—broadly these are advising on, and arranging deals in relation to, certain types of investments. CECP is only permitted to carry out these activities in relation to eligible counterparties and professional clients.
Sustainability As a responsible global organization dedicated to driving value, Carlyle has invested in a framework and the necessary resources for understanding, monitoring, and managing material environmental, social, and governance (“ESG”) risks and opportunities across our portfolio. We believe ESG integration provides an additional lens to help us assess and mitigate risks and identify and capitalize on potential opportunities.
Sustainability As a global organization dedicated to driving value, Carlyle has invested in a framework and the necessary resources for understanding, monitoring, and managing material environmental, social, and governance (“ESG”) risks and opportunities across our portfolio. We believe ESG integration provides an additional lens to help us assess and mitigate risks and identify and capitalize on potential opportunities.
The governing agreements of the vast majority of our investment funds, other than our AlpInvest funds as discussed further below, provide that, subject to certain conditions, a majority in interest (based on capital commitments) of third-party investors in those funds have the right to remove the general partner of the fund for cause and/or to accelerate the liquidation date of the investment fund without cause.
The governing agreements of the vast majority of our investment funds, other than our Carlyle AlpInvest funds as discussed further below, provide that, subject to certain conditions, a majority in interest (based on capital commitments) of third-party investors in those funds have the right to remove the general partner of the fund for cause and/or to accelerate the liquidation date of the investment fund without cause.
Under the AIFMD, an AIFM may, in addition to its fund management activity, be authorized to provide certain investment services that would otherwise require authorization under MiFID. Authorization under the AIFMD is currently available only to EEA fund managers. AlpInvest obtained authorization as an AIFM from the Authority for Financial Markets in the Netherlands (the “AFM”) in 2015.
Under the AIFMD, an AIFM may, in addition to its fund management activity, be authorized to provide certain investment services that would otherwise require authorization under MiFID. Authorization under the AIFMD is currently available only to EEA fund managers. AlpInvest BV obtained authorization as an AIFM from the Authority for Financial Markets in the Netherlands (the “AFM”) in 2015.
The FSMA rules and EU laws that have either been adopted into UK law in connection with the UK’s withdrawal from the EU (e.g., the Markets in Financial Instruments Regulation) or already implemented in the UK through domestic legislation or regulatory rules prior to such withdrawal (e.g., MiFID and AIFMD), comprehensively regulate the provision of most aspects of our asset management and advisory business in the UK, including sales, research and trading practices, provision of investment advice, corporate finance, dealing, use and safekeeping of client funds and securities, record keeping, margin practices and procedures, anti-money laundering, periodic reporting, settlement procedures, securitization, derivative trading, prudential capital requirements, data protection, and interest rate benchmarks.
The FSMA rules and EU laws that have either been assimilated into UK law in connection with the UK’s withdrawal from the EU (e.g., the Markets in Financial Instruments Regulation) or already implemented in the UK through domestic legislation or regulatory rules prior to such withdrawal (e.g., MiFID and AIFMD), comprehensively regulate the provision of most aspects of our asset management and advisory business in the UK, including sales, research and trading practices, provision of investment advice, corporate finance, dealing, use and safekeeping of client funds and securities, record keeping, margin practices and procedures, anti-money laundering, periodic reporting, settlement procedures, securitization, derivative trading, prudential capital requirements, data protection, and interest rate benchmarks.
AlpInvest also is licensed by the AFM to provide some of the additional investment services that are otherwise generally reserved to MiFID firms. CIM Europe obtained authorization as an AIFM in Luxembourg from the Commission de Surveillance du Secteur Financier (“CSSF”) in early 2018.
AlpInvest BV also is licensed by the AFM to provide some of the additional investment services that are otherwise generally reserved to MiFID firms. CIM Europe obtained authorization as an AIFM in Luxembourg from the Commission de Surveillance du Secteur Financier (“CSSF”) in early 2018.
The latest iteration of MiFID, Directive 2014/65/EU (“MiFID II”) together with the accompanying Regulation (EU) No 600/2014 (the “Markets in Financial Instruments Regulation” or “MiFIR”), extended the MiFID requirements in a number of areas and require investment firms to comply with more prescriptive and onerous obligations in relation to such things as: costs and charges disclosure, product design and governance, the receipt and payment of inducements, the receipt of and payment for investment research, suitability and appropriateness assessments, conflicts of interest, record-keeping, best execution, transaction and trade reporting, remuneration, training and competence, and corporate governance.
The latest iteration of MiFID, Directive 2014/65/EU (“MiFID II”), together with the accompanying Regulation (EU) No 600/2014 (the “Markets in Financial Instruments Regulation” or “MiFIR”), extended the MiFID requirements in a number of areas and requires investment firms to comply with more prescriptive and onerous obligations in relation to such things as: costs and charges disclosure, product design and governance, the receipt and payment of inducements, the receipt of and payment for investment research, suitability and appropriateness assessments, conflicts of interest, record-keeping, best execution, transaction and trade reporting, remuneration, training and competence, and corporate governance.
For example, our U.S. benefits programs include health and welfare benefits (including healthcare, dental benefits, and vision benefits, among others), retirement offerings (including employer matching contributions, subject to eligibility requirements), an Employee Assistance Program, family and caregiver-oriented benefits, and commuting benefits, among other benefits.
For example, our U.S. benefits programs include health and welfare benefits (including healthcare, dental benefits, and vision benefits, among others), retirement offerings (including employer matching contributions, subject to eligibility requirements), an Employee Assistance Program, family and caregiver-oriented benefits, and commuting benefits, among others.
We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate X account (@OneCarlyle or www.twitter.com/onecarlyle), our corporate Instagram account (@onecarlyle or www.instagram.com/onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our corporate YouTube channel (www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as channels of distribution of material company information.
We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate X account (@OneCarlyle or www.x.com/onecarlyle), our corporate Instagram account (@onecarlyle or www.instagram.com/ onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our corporate YouTube channel (www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as channels of distribution of material company information.
In addition, AIFMD II introduces new conditions for non-EEA AIFMs, such as certain of our U.S. affiliates, to be able to make use of the national private placement regimes of EEA states, including a condition that the jurisdiction of neither of the AIFM and AIF have been identified as non-cooperative third countries for tax purposes nor deemed by the EU not to comply fully with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and thereby to ensure an effective exchange of information in tax matters.
In addition, AIFMD II introduces new conditions for non-EEA AIFMs, such as certain of our U.S. affiliates, to be able to make use of the national private placement regimes of EEA states, including a condition that the jurisdiction(s) of the AIFM and any relevant AIF(s) have not been identified as non-cooperative third countries for tax purposes nor deemed by the EU not to comply fully with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and thereby to ensure an effective exchange of information in tax matters.
IFR/IFD affects AlpInvest, one of our subsidiaries, because it is an AIFM in the Netherlands with top-up permissions to provide investment services.
IFR/IFD affects AlpInvest BV, one of our subsidiaries, because it is an AIFM in the Netherlands with top-up permissions to provide investment services.
The Cross-Border Marketing Rules were introduced to streamline certain aspects of marketing investment funds by harmonizing the ability for EU AIFMs to distribute AIFs across the EU, including by introducing a new regime for “pre-marketing.” These regulations also impose new restrictions and new obligations on fund managers that are pre-marketing their funds in the European Union.
The Cross-Border Marketing Rules were introduced to streamline certain aspects of marketing investment funds by harmonizing the ability for EU AIFMs to distribute AIFs across the EU, including by introducing a new regime for “pre-marketing.” These regulations also imposed restrictions and obligations on fund managers that are pre-marketing their funds in the European Union.
Inclusive leadership is one of our core leadership competencies, and all employees nominated for promotion to Managing Director and Partner in 2024 were evaluated on their inclusive leadership and management skills. We also facilitate a global mentorship program designed to foster professional growth by pairing less experienced employees with seasoned mentors. Leadership Programs .
Inclusive leadership is one of our core leadership competencies, and all employees nominated for promotion to Managing Director and Partner in 2025 were evaluated on their inclusive leadership and management skills. We also facilitate a global mentorship program designed to foster professional growth by pairing less experienced employees with seasoned mentors. Leadership Programs .
(4) Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude. (5) Includes our business development companies (CSL / CARS) and our evergreen fund (CDLF).
(4) Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude. (5) Includes our business development companies (CGBD / CARS) and our evergreen fund (CDLF).
For example, in August 2022, EU MiFID firms who are providing financial advice and portfolio management had to carry out a mandatory assessment of the sustainability preferences of their clients. Broadly, sustainability preferences address taxonomy alignment, Sustainable Finance Disclosure Regulation (“SFDR”) sustainable investment alignment, and consideration of principal adverse impacts.
For example, in August 2022, EU MiFID firms providing financial advice and portfolio management had to carry out a mandatory assessment of the sustainability preferences of their clients. Broadly, sustainability preferences address taxonomy alignment, Sustainable Finance Disclosure Regulation (“SFDR”) sustainable investment alignment, and consideration of principal adverse impacts.
Although the UK withdrew from the EU, its rules implementing MiFID continue to have effect and MiFIR has been adopted into UK law (subject to certain amendments to ensure it operates properly in a UK-specific context) in connection with this withdrawal. T he EU has continued to introduce amendments to MiFID II.
Although the UK withdrew from the EU, its rules implementing MiFID continue to have effect and MiFIR has been assimilated into UK law (subject to certain amendments to ensure it operates properly in a UK-specific context) in connection with this withdrawal. T he EU has continued to introduce amendments to MiFID II.
With respect to our investments, we may track certain ESG key performance indicators (KPIs) that we consider potentially relevant as drivers of risk mitigation and/or value creation across diverse geographies and assets for our corporate private equity and natural resources investments, including climate-related metrics.
With respect to our investments, we may track certain ESG key performance indicators (KPIs) that we consider potentially relevant as drivers of risk mitigation and/or value creation across diverse geographies and assets for our corporate private equity investments, including climate-related metrics.
Carlyle draws on the expertise and underwriting capabilities of our more than 190 investment professionals and leverages the resources and industry expertise of Carlyle’s global network to provide creative solutions for borrowers. 9 Table of Contents Primary areas of focus for our Global Credit platform include: Insurance Solutions • Carlyle Insurance Solutions .
Carlyle draws on the expertise and underwriting capabilities of our more than 205 investment professionals and leverages the resources and industry expertise of Carlyle’s global network to provide creative solutions for borrowers . 9 Table of Contents Primary areas of focus for our Global Credit platform include: Insurance Solutions • Carlyle Insurance Solutions .
Our corporate private equity investment portfolio includes 190 active corporate investments as of December 31, 2024 , across a diverse range of industries and geographies that each generate multiple data points (e.g., orders, shipments, production volumes, occupancy rates, bookings).
Our corporate private equity investment portfolio includes 190 active corporate investments as of December 31, 2025 , across a diverse range of industries and geographies that each generate multiple data points (e.g., orders, shipments, production volumes, occupancy rates, bookings).
CIM Europe also was licensed by the CSSF in October 2024 to provide additional MiFID investment services under its license. Carlyle Real Estate SGR S.p.A. registered at the Bank of Italy’s AIFM register under no.127 in 2017.
CIM Europe also was licensed by the CSSF in October 2024 to provide additional MiFID investment services under its license. Carlyle Real Estate SGR S.p.A. registered at the Bank of Italy’s AIFM register under no.127 in 2014.
AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation transparency requirements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-ended AIFs, and revised regulatory reporting and investor disclosures requirements.
AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation transparency requirements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-end AIFs, and revised regulatory reporting and investor disclosures requirements.
In addition, you may automatically receive email alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alerts” section at http://ir.carlyle.com/email-alerts. The contents of our website and social media channels are not, however, a part of this Annual Report on Form 10-K and are not incorporated by reference herein.
In addition, you may automatically receive email alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alerts” section at http:// ir.carlyle.com/email-alerts. The contents of our website and social media channels are not, however, a part of this Annual Report on Form 10-K and are not incorporated by reference herei n .
The firm also has an independent and objective Internal Audit department that employs a risk-based audit approach that focuses on Sarbanes-Oxley compliance, enterprise risk management functions, and other areas of perceived risk and aims to give management and our Board of Directors reasonable assurance that our risks are well-managed, and controls are appropriate and effective.
The firm also has an independent and objective Internal Audit department that employs a risk-based audit approach that focuses on Sarbanes-Oxley compliance, enterprise risk management functions, and other areas of perceived risk 28 Table of Contents and aims to give management and our Board of Directors reasonable assurance that our risks are well-managed, and controls are appropriate and effective.
CELF only is permitted to carry out these activities in relation to eligible counterparties and professional clients. In April 2024, the AlpInvest Partners LLP application for authorization was approved by the FCA.
CELF is only permitted to carry out these activities in relation to eligible counterparties and professional clients. In April 2024, the AlpInvest Partners LLP (“AlpInvest UK”) application for authorization was approved by the FCA.
(6) Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds. (7) Includes Mezzanine and Carlyle AlpInvest Private Markets (CAPM) funds . Organizational Structure On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P. into a Delaware corporation named The Carlyle Group Inc.
(6) Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds. (7) Includes Carlyle AlpInvest Private Markets (CAPM) and Carlyle AlpInvest Private Markets Secondaries (CAPS) funds. Organizational Structure On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P. into a Delaware corporation named The Carlyle Group Inc.
The IFPR took effect from January 1, 2022, and applies to our subsidiaries that are UK investment firms under MiFID II, namely CECP, CELF, and AlpInvest Partners LLP.
The IFPR took effect from January 1, 2022, and applies to our subsidiaries that are UK investment firms under MiFID II, namely CECP, CELF, and AlpInvest UK.
We believe the loyalty of our carry fund investor base, as evidenced by our substantial number of multi-fund relationships, enhances our ability to raise new funds and successor funds in existing strategies. Investor Services We have a team of more than 900 investor services professionals worldwide.
We believe the loyalty of our carry fund investor base, as evidenced by our substantial number of multi-fund relationships, enhances our ability to raise new funds and successor funds in existing strategies. Investor Services We have a team of more than 1,000 investor services professionals worldwide.
Our Board of Directors oversees our enterprise risk management strategy, including our strategy on cybersecurity risks, directly and through its committees. In this respect, the Audit Committee of the Board of Directors oversees our risk management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term timeframe.
Our Board of Directors oversees our enterprise risk management strategy, including our strategy on cybersecurity risks, directly and through its committees. In this respect, the Audit Committee of the Board of Directors oversees our risk 21 Table of Contents management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term timeframe.
On March 26, 2024, a directive amending the AIFMD, commonly referred to as “AIFMD II,” was published in the Official Journal. Most of the changes will come into effect in 2026, subject to some grandfathering periods for certain requirements.
On March 26, 2024, a directive amending the AIFMD, commonly referred to as “AIFMD II,” was published in the Official Journal. Most of the changes will come into effect from April 16, 2026, subject to some grandfathering periods for certain requirements.
At present, some EEA states have chosen not to operate a national private placement regime at all, some EEA states apply the minimum requirements, others require the minimum plus a few additional requirements (e.g., the appointment of a depository), and some require compliance with substantially all of the 26 Table of Contents AIFMD.
At present, some EEA states have chosen not to operate a national private placement regime at all, some EEA states apply the minimum requirements, others require the minimum plus a few additional requirements (e.g., the appointment of a depository), and some require compliance with substantially all of the AIFMD.
Under IFPR, CECP, CELF, and AlpInvest Partners LLP, are each required to also make public disclosures on their websites in relation to their (i) own funds, own funds requirements, and governance structures, (ii) risk management, and (iii) remuneration, including quantitative information on remuneration paid to staff.
Under IFPR, CECP, CELF, and AlpInvest UK are each required to also make public disclosures on their websites in relation to their (i) own funds, own funds requirements, and governance structures, (ii) risk management, and (iii) remuneration, including quantitative information on remuneration paid to staff.
These gifts supported over 220 nonprofit organizations globally. Carlyle employees also put their time and expertise to work through volunteer activities across our offices.
These gifts supported over 250 nonprofit organizations globally. Carlyle employees also put their time and expertise to work through volunteer activities across our offices .
In particular, as AlpInvest’s AUM attributable to separate accounts regulated by MiFID II increases so will AlpInvest’s regulatory capital and liquidity adequacy requirements, which may increase the costs of doing business and may impede intra-group capital and cash flows.
In particular, as AlpInvest BV’s AUM attributable to separate accounts regulated by MiFID II increases so will AlpInvest BV’s regulatory capital and liquidity adequacy requirements, which may increase the costs of doing business and may impede intra-group capital and cash flows.
In addition, as a result of ownership of Fortitude by our investment fund, certain Carlyle affiliates that serve as general partner and investment advisor to the fund are subject to certain insurance laws and regulations in Bermuda as a “controller” of Fortitude 29 Table of Contents Re and Fortitude International Re under the Bermuda Insurance Act.
In addition, as a result of ownership of Fortitude by our investment fund, certain Carlyle affiliates that serve as general partner and investment advisor to the fund are subject to certain insurance laws and regulations in Bermuda as a “controller” of Fortitude Re and Fortitude International Re under the Bermuda Insurance Act.
Our employee resource groups are open to employees globally and are an integral part of our culture, providing members with opportunities to expand their awareness, share ideas, build connections, and participate in professional development. 21 Table of Contents Community and Industry Engagement .
Our employee resource groups are open to employees globally and are an integral part of our culture, providing members with opportunities to expand their awareness, share ideas, build connections, and participate in professional development. Community and Industry Engagement .
The Board receives regular updates on our sustainability strategy and certain investment implications, and receives information on thematic topics, such as our approach to climate risk and opportunity.
The Board receives periodic updates on our sustainability strategy and certain investment implications, and receives information on thematic topics, such as our approach to climate risk and opportunity.
As larger sovereign wealth funds and pension funds pursue direct commitments and secondary transactions, our Global Investment Solutions funds may face increased competition for investments and co-investment opportunities. Some of the entities that we compete with are substantially larger and have greater financial, technical, marketing, and other resources and more personnel than we do.
As larger sovereign wealth funds and pension funds pursue direct commitments and secondary transactions, our Carlyle AlpInvest funds may face increased competition for investments and co-investment opportunities. Some of the entities that we compete with are substantially larger and have greater financial, technical, marketing, and other resources and more personnel than we do.
Moreover, some EU member states (but not all) also apply, or intend to apply, certain of the Cross-Border Marketing Rules to non-EU fund managers (including UK and U.S. fund managers) in relation to the process of marketing of their funds.
Moreover, some EU member states (but not all) also apply certain of the Cross-Border Marketing Rules to non-EU fund managers (including UK and U.S. fund managers) in relation to the process of marketing and /or pre-marketing funds.
The uniform net capital rule limits the amount of qualifying subordinated debt that is treated as equity to a specific 24 Table of Contents percentage under the debt-to-equity ratio test, and further limits the withdrawal of equity capital, which is subject to specific notice provisions.
The uniform net capital rule limits the amount of qualifying subordinated debt that is treated as equity to a specific percentage under the debt-to-equity ratio test, and further limits the withdrawal of equity capital, which is subject to specific notice provisions.
Carlyle Aviation Partners is our multi-strategy investment platform that is engaged in commercial aviation aircraft financing and investment throughout the commercial aviation industry. As of December 31, 2024 , Carlyle Aviation Partners had approximately $12.6 billion in AUM across carry funds, securitization vehicles, liquid strategies, and other vehicles. • Infrastructure Credit .
Carlyle Aviation Partners is our multi-strategy investment platform that is engaged in commercial aviation aircraft financing and investment throughout the commercial aviation industry . As of December 31, 2025 , Carlyle Aviation Partners had approximately $12.8 billion in AUM across carry funds, securitization vehicles, liquid strategies, and other vehicles. • Infrastructure Credit .
The following table presents certain data about our Global Credit segment as of December 31, 2024 (dollar amounts in billions).
The following table presents certain data about our Global Credit segment as of December 31, 2025 (dollar amounts in billions).
This balance includes the net asset value of investments in Carlyle products, which is also reflected in the AUM and Fee-earning AUM of the strategy in which they are invested. Fortitude and certain Fortitude reinsurance counterparties have committed approximately $19.4 billion of capital to-date to various Carlyle strategies.
This balance includes the net asset value of investments in Carlyle products, which is also reflected in the AUM and Fee-earning AUM of the strategy in which they are invested. Fortitude and certain Fortitude reinsurance counterparties have committed approximately $24.6 billion of capital to-date to various Carlyle strategies.
CGCIM also serves as a sub-adviser to CAPM. United Kingdom and the European Union Similar to the United States, jurisdictions outside the United States in which we operate, in particular Europe, have become subject to an expanding body of regulation, some of which is complex and prescriptive.
CGCIM also serves as a sub-adviser to CAPM and CAPS. 23 Table of Contents United Kingdom and the European Union Similar to the United States, jurisdictions outside the United States in which we operate, in particular Europe, have become subject to an expanding body of regulation, some of which is complex and prescriptive.
Additionally, we are leveraging technological innovations and Artificial Intelligence tools which offer operational efficiency potential across the deal life cycle from sourcing and diligence, all the way through to exits.
Additionally, we are leveraging technological innovations and a rtificial intelligence tools which offer operational efficiency potential across the deal life cycle from sourcing and diligence, all the way through to exits.
Our Information Security Steering Committee (“ISSC”), which is chaired by our Chief Information Security Officer and composed of senior representatives from our business, compliance, and risk management departments, monitors threats and prioritizes the initiatives of our information security program.
Our Information Security Committee (“ISC”), which is chaired by our Chief Information Security Officer and composed of senior representatives from our business, compliance, and risk management departments, monitors threats and prioritizes the initiatives of our information security program.
Certain aspects of MiFID also apply to AlpInvest and CIM Europe by virtue of their MiFID “top-up” permissions as part of their AIFMD authorizations and to CIM France by virtue of being a “tied agent” of CIM Europe.
Certain aspects of MiFID also apply to AlpInvest BV and CIM Europe by virtue of their MiFID “top-up” permissions as part of their AIFMD authorizations and to CIM Advisors France SAS by virtue of being a “tied agent” of CIM Europe.
Across our GPE funds, as of December 31, 2024 , we had investments in more than 275 active portfolio companies that employ over 750,000 people around the world . Our GPE teams have the following areas of focus: Corporate Private Equity .
Across our GPE funds, as of December 31, 2025 , we had investments in more than 275 active portfolio companies that employ over 700,000 people around the world. Our GPE teams have the following areas of focus: Corporate Private Equity .
Our investment professionals work to enhance leaders hip and organizational effectiveness through proprietary and third-party data-driven assessments, best-practice playbooks, and knowledge-sharing forums. ◦ Pursuing Best Exit Alternatives .
Our investment professionals work to enhance leadership and organizational effectiveness through proprietary and third-party data-driven assessments, best-practice playbooks, and knowledge-sharing forums. ◦ Pursuing Best Exit Alternatives .
TCG Capital Markets also conducts U.S.- based marketing and fundraising activities for our Global Private Equity, Global Credit, and Global Investment Solutions business lines, and houses our anti-money laundering compliance function. Registered broker-dealers are subject to routine periodic and other examinations by the staff of FINRA.
TCG Capital Markets also conducts U.S.- based marketing and fundraising activities for our Global Private Equity, Global Credit, and Carlyle AlpInvest business lines, and houses our anti-money laundering compliance function. Registered broker-dealers are subject to routine periodic and other examinations by the staff of FINRA and the SEC.
As we continue to target high net worth investors, we also face competition for these investors from mutual funds and investment firms that have competing retail products.
As we continue to target high net worth investors, we also face competition for these investors from mutual funds and investment firms that have competing private wealth products.
The UK also operates a national private placement regime under AIFMD, as onshored post-Brexit. Certain of Carlyle’s funds currently are offered in selected member states of the EEA and UK in accordance with the national private placement regimes of the relevant jurisdiction.
The UK also operates a national private placement regime under AIFMD, as assimilated into UK law post-Brexit. Certain of Carlyle’s funds currently are offered in selected member states of the EEA and UK in accordance with the national private placement regimes of the relevant jurisdiction.
Certain of our European subsidiaries are subject to compliance requirements in connection with AIFMD, which regulates alternative investment fund managers (“AIFMs”) established in the EEA that manage alternative investment funds (“AIFs”). In the UK, a retained version of the AIFMD exists.
Certain of our European subsidiaries are subject to compliance requirements in connection with AIFMD, which regulates alternative investment fund managers (“AIFMs”) established in the EEA that manage alternative investment funds (“AIFs”). In the UK, an assimilated version of the AIFMD exists.
GCM receives fees, including underwriting, placement, structuring, transaction and syndication fees, commissions, underwriting and original issue discounts, interest payments and other compensation, which may be payable in cash or securities or loans, in respect of the activities described above and may elect to waive such fees.
GCM may also act as the initial purchaser of such loans and securities. GCM receives fees, including underwriting, placement, structuring, transaction and syndication fees, commissions, underwriting and original issue discounts, interest payments and other compensation, which may be payable in cash or securities or loans, in respect of the activities described above and may elect to waive such fees.
These investments are generally made when an investment opportunity is too large for a particular fund and the sponsor of the fund therefore seeks to raise additional “co-investment” capital from sources such as AlpInvest. As of December 31, 2024 , our co-investment programs totaled $22.2 billion in AUM. • Private Equity Fund Investments.
These investments are generally made when an investment opportunity is too large for a particular fund and the sponsor of the fund therefore seeks to raise additional “co-investment” capital from sources such as AlpInvest. As of December 31, 2025 , our co-investment programs totaled $24.1 billion in AUM. • Private Equity Fund Investments.
Global Investment Solutions Our Global Investment Solutions team aims to apply a wide array of capabilities to help clients meet their investment objectives. The investment approach of our Global Investment Solutions platform is generally characterized as follows: • Well-Informed, Disciplined Investment Process.
Carlyle AlpInvest Our Carlyle AlpInvest team aims to apply a wide array of capabilities to help clients meet their investment objectives. The investment approach of our Carlyle AlpInvest platform is generally characterized as follows : • Well-Informed, Disciplined Investment Process.
Consistent with our guiding principle that building better businesses means investing responsibly and engaging in the communities where we work and invest, we encourage our employees to get involved where they live, work, and invest through our volunteer and wealth sharing programs. In 2024, more than 290 Carlyle employees gave over 490 philanthropic gifts, which we matched.
Consistent with our guiding principle that building better businesses means investing responsibly and engaging in the communities where we work and invest, we encourage our employees to get involved where they live, work, and invest through our volunteer and wealth sharing programs. In 2025 , more than 280 Carlyle employees gave over 500 philanthropic gifts, which we matched.
In the EU, IFR/IFD took effect from June 26, 2021, and represents a complete overhaul of “prudential” regulation in the EU and substantially increases regulatory capital requirements for certain investment firms and imposes more onerous remuneration rules, and revised and extended internal governance, disclosure, reporting, liquidity, and group “prudential” consolidation requirements, among other things.
In the EU, IFR/IFD took effect from June 26, 2021, and represented a complete overhaul of “prudential” regulation in the EU and substantially increased regulatory capital requirements for certain investment firms and imposed more onerous remuneration rules, and revised and extended internal governance, disclosure, reporting, liquidity, and group “prudential” consolidation requirements, among other things.
As of December 31, 2024 , our secondary and portfolio finance investments program totaled $37.1 billion in AUM. • Private Equity Co-investments. AlpInvest invests alongside other private equity and mezzanine funds in which it or certain AlpInvest limited partners typically has a primary fund investment throughout Europe, North America and Asia.
As of December 31, 2025 , our secondary & portfolio finance investments program totaled $45.7 billion in AUM. • Private Equity Co-investments. AlpInvest invests alongside other private equity and mezzanine funds in which it or certain AlpInvest limited partners typically has a primary fund investment throughout Europe, North America and Asia.
In order to further drive the alignment of the interests of our personnel with our shareholders and to improve retention of our personnel, a portion of the performance-based bonuses for 2024 was paid to Carlyle professionals receiving bonuses over a certain threshold in the form of a grant of restricted stock units that vests in installments over a period of three years.
In order to further drive the alignment of the interests of our personnel with our shareholders and to improve retention of our personnel, pursuant to our bonus deferral program, a portion of the performance-based bonuses for 2025 was paid to Carlyle professionals receiving bonuses over a certain threshold in the form of a grant of restricted stock units that vests in installments over a period of three years.
Following the termination of the commitment period, an investor generally will be released from any further obligation with respect to its undrawn capital commitment except to the extent necessary to pay partnership expenses and management fees, fund outstanding borrowings and guarantees, complete investments with respect to transactions committed to prior to the end of the commitment period and make follow-on investments in existing investments (collectively, the “post-termination obligations”).
Following the termination 17 Table of Contents of the investment period, an investor generally will be released from any further obligation with respect to its undrawn capital commitment except to the extent necessary to pay partnership expenses and management fees, fund outstanding borrowings and guarantees, complete investments with respect to transactions committed to prior to the end of the investment period, and make follow-on investments in existing investments.
In addition, Carlyle’s Co-Heads of Sustainability are directly responsible for our climate strategy, with ultimate oversight from the firm’s Chief Operating Officer. Global Technology & Solutions Global Technology & Solutions, which we refer to as GTS, is essential for Carlyle to conduct investment activities, manage internal administration activities, and connect our global enterprise.
In addition, Carlyle’s Co- Heads of Sustainability are directly responsible for our climate strategy, with ultimate oversight from the firm’s Chief Operating Officer. Global Technology & Solutions Global Technology & Solutions (“GTS”) is essential for Carlyle to conduct investment activities, manage internal administration activities, and connect our global enterprise.
Liquid Credit • Our liquid credit products invest primarily in performing senior secured bank loans through CLOs and other investment vehicles. In 2024 , we closed ten new CLOs with an aggregate size of $4.8 billion . As of December 31, 2024 , our liquid credit team advised funds with AUM totaling $50.0 billion .
Liquid Credit • Our liquid credit products invest primarily in performing senior secured bank loans through CLOs and other investment vehicles. In 2025 , we closed nine new CLOs with an aggregate size of $4.8 billion . As of December 31, 2025 , our liquid credit team advised funds with AUM totaling $50.1 billion .
ABF combines Carlyle’s long-standing history in liquid credit, private asset underwriting expertise, and capital markets capabilities, to deliver tailored asset-focused financing solutions across the entire debt and equity capital structure. As of December 31, 2024 , ABF represented $7.6 billion in AUM. • Aviation Finance .
ABF combines Carlyle’s long-standing history in liquid credit, private asset underwriting expertise, and capital markets capabilities, to deliver tailored asset-focused financing solutions across the entire debt and equity capital structure. As of December 31, 2025 , ABF represented $10.2 billion in AUM. • Aviation Finance .
The management fees charged to investors in our carry funds generally are 100% of such funds’ allocable portions of such transaction fees, monitoring fees, and certain other fees that are received by the general partners and their affiliates. For our most recent vintages, management fees generally are not offset by fees received by GCM in connection with capital markets activities.
The management fees charged to investors in our carry funds generally are offset by 100% of such funds’ allocable portions of such transaction fees, monitoring fees, and certain other fees that are received by the general partners and their affiliates. M anagement fees generally are not offset by fees received by GCM in connection with capital markets activities.
In the funds we advise that offer redemption rights, investors’ interests are usually locked up for a period of time after which investors may generally redeem their interests on a quarterly basis, to the extent that sufficient cash is available. 17 Table of Contents With respect to our closed-end Global Private Equity and Global Credit carry funds, investors generally agree to fund their commitment over a period of time.
In the funds we advise that offer redemption rights, investors’ interests are usually locked up for a period of time after which investors may generally redeem their interests on a quarterly basis, to the extent that sufficient cash is available. With respect to our closed-end carry funds, investors generally agree to fund their commitment over a period of time.
In certain investments, our funds may seek to restructure pre- reorganization debt claims into controlling positions in the equity of the reorganized companies. As of December 31, 2024 , our opportunistic credit team advised products totaling $19.5 billion in AUM. • Direct Lending .
In certain investments, our funds may seek to restructure pre- reorganization debt claims into controlling positions in the equity of the reorganized companies. As of December 31, 2025 , our opportunistic credit team advised products totaling $20.3 billion in AUM. • Direct Lending .
These units are highly aligned with our shareholders as they only vest with share price appreciation. The success of our business is fundamentally connected to the well-being of our people. We are committed to their health, safety, and wellness and seek to provide benefits that are locally relevant for our global employees.
These units are highly aligned with our shareholders as they only vest with share price appreciation. 20 Table of Contents The success of our business is fundamentally connected to the well-being of our people. We are committed to our employees’ health, safety, and wellness and seek to provide benefits that are locally relevant to our employees.
In substantially all cases, our Global Investment Solutions funds are not eligible for carried interest distributions until all capital contributions for investments and expenses and the preferred return hurdle have been returned.
In substantially all cases, our Carlyle AlpInvest funds are not eligible for carried interest distributions until all capital contributions for investments and expenses and the preferred return hurdle have been returned.
Abingworth only is permitted to carry out these activities in relation to eligible counterparties and professional clients. Also in 2022, CECP appointed CIC Advisors LLP (“CIC”) as an appointed representative. Under the arrangement, CECP, as the principal of CIC, has accepted regulatory responsibility for CIC of carrying out the activities of advising on investments and arranging deals in investments.
Under the arrangement, CECP, as the principal of CIC, has accepted regulatory responsibility for CIC of carrying out the activities of advising on investments and arranging deals in investments. Under the appointed representative arrangement, CIC is only permitted to carry out these activities in relation to eligible counterparties and professional clients.
As of December 31, 2024 , over 60 portfolio companies are actively participating in the optional program, benefiting from more than 100 category arrangements and preferred vendor arrangements. ▪ Sustainability.
As of December 31, 2025 , 75 portfolio companies are actively participating in the optional program , benefiting from more than 100 category arrangements and preferred vendor arrangements. ▪ Sustainability.
Investor relations also is supported by a central team responsible for data analytics and additional fulfillment responsibilities. Moreover, our Global Wealth team is dedicated to fundraising in the private wealth channel globally and is organized regionally within each of its three constituent segments: Registered Investment Advisors , Wirehouse and Independent Broker Dealers, and Strategic Accounts.
The investor relations team is also supported by a central strategy and operations team responsible for data analytics and additional fulfillment responsibilities. Our Global Wealth team is dedicated to fundraising in the private wealth channel globally and, in the United States, is organized regionally within each of its three constituent segments: Registered Investment Advisors, Wirehouses, and Independent Broker Dealers.
As of December 31, 2024 , our Infrastructure credit team managed $5.9 billion in AUM. 10 Table of Contents • Cross-Platform Credit Products .
As of December 31, 2025 , our Infrastructure credit team managed $6.9 billion in AUM. 10 Table of Contents • Cross-Platform Credit Products .
Growth (CP Growth / CEOF) 3.0 Opportunistic Credit (CCOF / CSP) 19.5 Life Sciences (ABV / ACCD) 1.9 Aviation (SASOF / CALF) 12.6 Asia Growth (CAP Growth / CAGP) 1.2 Direct Lending 5 10.9 Other 1 5.4 Platform Initiatives (incl. CTAC) 8.1 Real Estate $ 34.4 Asset-Backed Finance 7.6 U.S.
Growth (CP Growth / CEOF) 3.2 Opportunistic Credit (CCOF / CSP) 20.3 Life Sciences (ABV / ACCD) 2.2 Direct Lending 5 13.6 Asia Growth (CAP Growth / CAGP) 1.1 Aviation Finance (SASOF / CALF) 12.8 Other 1 5.4 Asset-Backed Finance 10.2 Real Estate $ 36.0 Cross-Platform Credit (incl CTAC) 10.0 U.S.
Buyout (CP) 53.5 Liquid Credit $ 50.0 Asia Buyout (CAP) 11.8 U.S. CLOs 36.6 Europe Buyout (CEP) 10.1 Europe CLOs 9.1 Carlyle Global Partners (CGP) 7.2 CLO Investment Products 2.3 Europe Technology (CETP) 5.7 Revolving Credit 2.0 Japan Buyout (CJP) 5.4 Private Credit $ 65.5 U.S.
Buyout (CP) 52.8 Liquid Credit $ 50.1 Asia Buyout (CAP) 11.5 U.S. CLOs 35.4 Europe Buyout (CEP) 9.8 Europe CLOs 10.1 Carlyle Global Partners (CGP) 6.8 CLO Investment Products 2.5 Japan Buyout (CJP) 6.0 Revolving Credit 2.0 Europe Technology (CETP) 5.5 Private Credit $ 74.4 U.S.
In addition, CGCIM serves as the investment adviser to CTAC and CCIF, each of which is regulated as a registered investment company under the Investment Company Act. Moreover, AlpInvest Private Equity Investment Management, LLC, a subsidiary of Carlyle, serves as the investment adviser to CAPM, which is regulated as a registered investment company under the Investment Company Act.
Moreover, AlpInvest Private Equity Investment Management, LLC, a subsidiary of Carlyle, serves as the investment adviser to CAPM and CAPS, each of which is regulated as a registered investment company under the Investment Company Act.
Real Estate (CRP) 23.8 Infrastructure (CICF) 5.9 Core Plus Real Estate (CPI) 7.6 Other 6 0.8 International Real Estate (CER) 3.1 Infrastructure & Natural Resources $ 24.0 Global Investment Solutions $ 85.1 NGP Energy 2 10.6 Secondaries and Portfolio Finance (ASF / ASPF) $ 37.1 Infrastructure & Renewable Energy 3 7.5 Co-Investments (ACF) $ 22.2 International Energy (CIEP) 5.9 Primary Investments & Other 7 $ 25.8 Note: All amounts shown represent total assets under management as of December 31, 2024 , and totals may not sum due to rounding.
Real Estate (CRP) 25.0 Infrastructure (CICF) 6.9 Core Plus Real Estate (CPI) 8.4 Other 6 0.5 International Real Estate (CER) 2.5 Infrastructure & Natural Resources $ 23.3 Carlyle AlpInvest $ 102.0 NGP Energy 2 10.8 Secondaries & Portfolio Finance (ASF / ASPF) $ 45.7 Infrastructure and Renewable Energy 3 7.1 Co-Investments (ACF) $ 24.1 International Energy (CIEP) 5.4 Primary Investments & Other 7 $ 32.2 Note: All amounts shown represent total assets under management as of December 31, 2025 , and totals may not sum due to rounding.
As of December 31, 2024 , approximately 93% of commitments (by dollar amount) were from investors who are committed to more than one product and approximately 76% of commitments (by d ollar amount) were from investors who are committed to more than five products.
As of December 31, 2025 , approximately 93% of commitments (by doll ar amount) were from investors who are committed to more than one product and approximately 76% of commitments (by dollar amount) were from investors who are committed to more than five products.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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We also have launched a number of new investment initiatives in various asset classes or geographies, and increasingly manage investment vehicles owned by individual investors, which subject us to additional risk.
We have also launched a number of new investment initiatives in various asset classes or geographies, and increasingly manage investment vehicles owned by individual investors, which subject us to additional risk.
The success of our organic growth strategy also will depend on, among other things, our ability to correctly identify and create products that appeal to the limited partners of our funds and vehicles.
The success of our organic growth strategy will also depend on, among other things, our ability to correctly identify and create products that appeal to the limited partners of our funds and vehicles.
We, our vendors, investors, and other stakeholders rely heavily on financial, accounting, information, and other data processing systems. Collectively, we face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on our information technology infrastructure that are intended to gain access to our proprietary information, destroy data, or disable, degrade, or sabotage our systems.
We, our vendors, investors, and other stakeholders rely heavily on financial, accounting, information, and other data processing systems. Collectively, we face various security threats on a regular basis, including ongoing cybersecurity threats and attacks on our information technology infrastructure that are intended to gain access to our proprietary information, destroy data, or disable, degrade, or sabotage our systems.
While we expect, from time to time, to adopt and adjust usage policies and procedures governing the use of AI Technologies by our personnel, there is a risk of misuse of such AI Technologies, failure of such AI Technologies to be available or to perform, or data leakage on account of use of such AI Technologies, any of which could cause a material harm to us or our portfolio companies.
While we expect, from time to time, to adopt and adjust usage policies and procedures governing the use of AI Technologies by our personnel, there is a risk of misuse of such AI Technologies, failure of such AI Technologies to be available or to perform, and data leakage on account of use of such AI Technologies, any of which could cause a material harm to us or our portfolio companies.
For example, financial fraud or other deceptive practices at our funds’ portfolio companies, or failures by personnel at our funds’ portfolio companies to comply with anti-corruption, anti-bribery, anti-money laundering, trade and economic sanctions, export controls, anti-harassment, anti-discrimination, or other legal and regulatory requirements, could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct and securities litigation, and also could cause significant reputational and business harm to us.
For example, financial fraud or other deceptive practices at our funds’ portfolio companies, or failures by personnel at our funds’ portfolio companies to comply with anti-corruption, anti-bribery, anti-money laundering, trade and economic sanctions, export controls, anti-harassment, anti-discrimination, or other legal and regulatory requirements, could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct and securities litigation, and could also cause significant reputational and business harm to us.
Losses to our funds and us also could result from misconduct or other actions by service providers, such as administrators, consultants, or other advisors, if such service providers improperly use or disclose confidential information, misappropriate funds, or violate legal or regulatory obligations.
Losses to our funds and us could also result from misconduct or other actions by service providers, such as administrators, consultants, or other advisors, if such service providers improperly use or disclose confidential information, misappropriate funds, or violate legal or regulatory obligations.
Risks Related to Our Business Operations Risks Related to the Assets We Manage The asset management business is intensely competitive.
Risks Related to Our Business Operations Risks Related to the Assets We Manage The asset management business is intensely competitive. The asset management business is intensely competitive.
Poor performance of our investment funds would cause a decline in our revenue, income, and cash flow, may obligate us to repay carried interest previously paid to us, and could adversely affect our ability to raise capital for future investment funds.
Poor performance of our investment funds would cause a decline in our revenue, income, and cash flow, may obligate us to repay carried interest previously paid to us, and could adversely affect our ability to raise capital for future funds.
We also may choose not to hedge, in whole or in part, any of the risks that have been identified.
We may also choose not to hedge, in whole or in part, any of the risks that have been identified.
The United States also has implemented certain sanctions against entities participating in China’s military industrial complex and providing support to the country’s military, intelligence, and surveillance apparatuses. These sanctions impose certain restrictions on U.S. persons and entities buying or selling publicly traded securities of designated entities.
The United States has also implemented certain sanctions against entities participating in China’s military industrial complex and providing support to the country’s military, intelligence, and surveillance apparatuses. These sanctions impose certain restrictions on U.S. persons and entities buying or selling publicly traded securities of designated entities.
In addition, the governing agreements of certain of our investment funds provide that in the event certain “key persons” in our investment funds do not meet specified time commitments with regard to managing the fund (for example, certain of the investment professionals serving on the investment committee or advising the fund), then investors in certain funds have the right to vote to terminate the investment period by a simple majority vote in accordance with specified procedures, accelerate the withdrawal of their capital on an investor-by-investor basis, or the fund’s investment period will automatically terminate and the vote of a simple majority of investors is required to restart it.
In addition, the governing agreements of certain of our investment funds provide that in the event certain “key persons” in our investment funds do not meet specified time commitments with regard to managing the fund (for example, certain of the investment professionals serving on the investment committee or advising the fund), then investors have the right to vote to terminate the investment period by a simple majority vote in accordance with specified procedures, accelerate the withdrawal of their capital on an investor-by-investor basis, or the fund’s investment period will automatically terminate and the vote of a simple majority of investors is required to restart it.
The determination of fair value using these methodologies takes into consideration a range of factors including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, the multiples of comparable securities, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment.
The determination of fair value using these methodologies takes into consideration a range of factors including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, the multiples of comparable securities, comparable market transactions, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment.
Moreover, significant physical effects of climate change, including extreme weather events, such as hurricanes, wildfires or floods, can also have an adverse impact on certain of our funds’ investments in portfolio companies and other investments, particularly real asset and infrastructure investments and portfolio companies that rely on physical factories, plants, or stores located in affected areas.
Moreover, significant physical effects of climate change, including extreme weather events, such as hurricanes, wildfires, or floods, also can have an adverse impact on certain of our funds’ investments in portfolio companies and other investments, particularly real asset and infrastructure investments and portfolio companies that rely on physical factories, plants, or stores located in affected areas.
Risks Related to Our Common Stock The market price of our common stock may decline due to the large number of shares of common stock eligible for future sale.
Risks Related to Our Common Stock The market price of our common stock may decline due to the large number of shares of stock eligible for future sale.
Subject, in some cases, to compliance with our insider trading policy, minimum retained ownership requirements, transfer restrictions, and limitations applicable to affiliates under Rule 144 under the Securities Act, all of these shares are freely tradable. In addition, the holders of these shares have the benefit of registration rights agreements with us.
Subject, in some cases, to compliance with our insider trading policy, minimum retained ownership requirements, transfer restrictions, and limitations applicable to affiliates under Rule 144 of the Securities Act, all of these shares are freely tradable. In addition, the holders of these shares have the benefit of registration rights agreements with us.
Investments made by our business segments involve a number of significant risks, including the following: • we advise funds that invest in businesses that operate in a variety of industries that are subject to extensive domestic and foreign regulation, such as the telecommunications industry, the aerospace, defense and government services industry, the life sciences industry, and the healthcare industry (including companies that supply equipment and services to governmental agencies), that may involve greater risk due to rapidly changing market and governmental conditions in those sectors; • significant failures of our investments to comply with laws and regulations applicable to them may expose us to liabilities, fines, or penalties, could affect the ability of our funds to invest in other companies in certain industries in the future, and could harm our reputation; • companies in which investments are made may have limited financial resources and may be unable to meet their obligations, which may be accompanied by a deterioration in the value of their equity securities or any collateral or guarantees provided with respect to their debt; • companies or assets in which investments are made are more likely to depend on the management talents and efforts of a small group of persons and, as a result, the death, disability, resignation, or termination of one or more of those persons could have a material adverse impact on their business and prospects and the investment made; • companies in which investments are made may be businesses or divisions acquired from larger operating entities that may require a rebuilding or replacement of financial reporting, information technology, operations, and other areas; • companies or assets in which investments are made may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion, or maintain their competitive position; • instances of fraud, corruption, and other deceptive practices committed by senior management of portfolio companies in which our funds invest may undermine our due diligence efforts with respect to such companies and, upon the discovery of such fraud, negatively affect the valuation of a fund’s investments as well as contribute to overall market volatility that can negatively impact a fund’s investment program; • our funds may make investments that they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expiration of such fund’s term or otherwise, resulting in a lower than expected return on the investments and, potentially, on the fund itself; 77 Table of Contents • our funds generally establish the capital structure of portfolio companies on the basis of the financial projections based primarily on management judgments and assumptions, and general economic conditions and other factors may cause actual performance to fall short of these financial projections, which could cause a substantial decrease in the value of our equity holdings in the portfolio company and cause our funds’ performance to fall short of our expectations; • our transactions involve complex tax structuring that could be challenged or disregarded, which may result in losing treaty benefits or would otherwise adversely impact our investments; and • executive officers, directors, and employees of an equity sponsor may be named as defendants in litigation involving a company or asset in which an investment is made or is being made.
Investments made by our business segments involve a number of significant risks, including the following: • we advise funds that invest in businesses that operate in a variety of industries that are subject to extensive domestic and foreign regulation, such as the telecommunications industry, the aerospace, defense, and government services industry, the life sciences industry, and the healthcare industry (including companies that supply equipment and services to governmental agencies), that may involve greater risk due to rapidly changing market and governmental conditions in those sectors; • significant failures of our investments to comply with laws and regulations applicable to them may expose us to liabilities, fines, or penalties, could affect the ability of our funds to invest in other companies in certain industries in the future, and could harm our reputation; • companies in which investments are made may have limited financial resources and may be unable to meet their obligations, which may be accompanied by a deterioration in the value of their equity securities or any collateral or guarantees provided with respect to their debt; • companies or assets in which investments are made are more likely to depend on the management talents and efforts of a small group of persons and, as a result, the death, disability, resignation, or termination of one or more of those persons could have a material adverse impact on their business and prospects and the investment made; • companies in which investments are made may be businesses or divisions acquired from larger operating entities that may require a rebuilding or replacement of financial reporting, information technology, operations, and other areas; • companies or assets in which investments are made may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion, or maintain their competitive position; • instances of fraud, corruption, and other deceptive practices committed by senior management of portfolio companies in which our funds invest may undermine our due diligence efforts with respect to such companies and, upon the discovery of such fraud, negatively affect the valuation of a fund’s investments as well as contribute to overall market volatility that can negatively impact a fund’s investment program; 72 Table of Contents • our funds may make investments that they do not advantageously dispose of prior to the date the applicable fund is dissolved, either by expiration of such fund’s term or otherwise, resulting in a lower than expected return on the investments and, potentially, on the fund itself; • our funds generally establish the capital structure of portfolio companies on the basis of the financial projections based primarily on management judgments and assumptions, and general economic conditions and other factors may cause actual performance to fall short of these financial projections, which could cause a substantial decrease in the value of our equity holdings in the portfolio company and cause our funds’ performance to fall short of our expectations; • our transactions involve complex tax structuring that could be challenged or disregarded, which may result in losing treaty benefits or would otherwise adversely impact our investments; and • executive officers, directors, and employees of an equity sponsor may be named as defendants in litigation involving a company or asset in which an investment is made or is being made.
To the extent distribution of such products is through new channels and markets, including through an increasing number of distributors with whom we engage, we may not be able to effectively monitor or control the manner of their distribution, which could result in litigation or regulatory action against us, including with respect to, among other things, claims that products distributed through such channels are distributed to investors for whom they are unsuitable, claims related to conflicts of interest or the adequacy of disclosure to investors, or claims that the products are distributed in a manner inconsistent with our regulations requirements or otherwise inappropriate manner.
To the extent distribution of such products is through new channels and markets, including through an increasing number of distributors with whom we engage, we may not be able to effectively monitor or control the manner of their distribution, which could result in litigation or regulatory action against us, including with respect to, among other things, claims that products distributed through such channels are distributed to investors for whom they are unsuitable, claims related to conflicts of interest or the adequacy of disclosure to investors, or claims that the products are distributed in a manner inconsistent with our regulatory requirements or otherwise inappropriate manner.
Given the significance of AIFMD II as well as its potential impact on the European fund industry framework, we continue to consider its potential impact on our business, particularly with regard to our funds that engage in loan origination, delegation of certain AIFM duties to third-countries that may affect both operating models of CIM Europe and AlpInvest, any extension of the directive to third country firms, and a push towards harmonization of the Collective Investment in Transferable Securities (“UCITS”) and AIFMD frameworks.
Given the significance of AIFMD II as well as its potential impact on the European fund industry framework, we continue to consider its potential impact on our business, particularly with regard to our funds that engage in loan origination, delegation of certain AIFM duties to third-countries that may affect both operating models of CIM Europe and AlpInvest BV, any extension of the directive to third country firms, and a push towards harmonization of the Collective Investment in Transferable Securities (“UCITS”) and AIFMD frameworks.
Obstacles to growth in the near-term are numerous, such as geopolitical and domestic political uncertainty , large fiscal deficits, the risk of stickier inflation, unexpected shifts in monetary and fiscal policy, depressed labor force participation, the risk of labor shortages in the face of more restrictive immigration policies, high levels of public debt, slowing population growth, supply chain pressures, and economic stress outside the United States.
Obstacles to growth in the near-term are numerous, such as tariffs, geopolitical and domestic political uncertainty , large fiscal deficits, the risk of stickier inflation, unexpected shifts in monetary and fiscal policy, depressed labor force participation, the risk of labor shortages in the face of more restrictive immigration policies, high levels of public debt, slowing population growth, supply chain pressures, and economic stress outside the United States.
Moreover, our investment funds focused on Asia, and portfolio companies within non-Asia investment funds with significant operations or connectivity and reliance on Asia companies, and listed securities or debt instruments of companies or industries, could be impacted by any disruptions to the global supply chain that may result from escalating tensions, disputes, or potential conflicts in the region surrounding the Taiwan Strait.
Moreover, our investment funds focused on Asia, and portfolio companies within non-Asia investment funds with significant operations or connectivity and reliance on Asian companies, and listed securities or debt instruments of companies or industries, could be impacted by any disruptions to the global supply chain that may result from escalating tensions, disputes, or potential conflicts in the region surrounding the Taiwan Strait.
In some cases, insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property. As a result, we, our investment funds, and their portfolio companies may not be insured or fully insured against terrorism or certain other catastrophic losses.
In some cases, insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property or cyber insurance. As a result, we, our investment funds, and their portfolio companies may not be insured or fully insured against terrorism or certain other catastrophic losses.
It is possible that, in the future, CIM Europe also may have to comply with IFR/IFD in relation to its MiFID top-up permissions; however, Luxembourg does not currently apply the regime to AIFMs with MiFID top-ups. The UK has implemented its own version of IFR/IFD, the Investment Firms Prudential Regime (the “IFPR”), which took effect from January 1, 2021.
It is possible that, in the future, CIM Europe also may have to comply with IFR/IFD in relation to its MiFID top-up permissions; however, Luxembourg does not currently apply the regime to AIFMs with MiFID top-ups. The UK implemented its own version of IFR/IFD, the Investment Firms Prudential Regime (the “IFPR”), which took effect from January 1, 2021.
Our business and the businesses of the companies in which we invest are materially affected by conditions in the global financial markets, and economic conditions or other events throughout the world that are outside of our control, including, but not limited to, changes in interest rates, availability and cost of credit, inflation rates, availability and cost of energy, economic uncertainty, slowdown in global growth, changes in laws (including laws relating to taxation and regulations on the financial industry), disease, pandemics or other severe public health events, trade barriers, tariffs, commodity prices, currency exchange rates and controls, national and international political circumstances (including government contract terminations or funding pauses, government agency closures, government shutdowns , wars, terrorist acts, or security operations), geopolitical tensions and instability, social unrest, supply chain pressures, and the effects of climate change.
Our business and the businesses of the companies in which we invest are materially affected by conditions in the global financial markets, and economic conditions or other events throughout the world that are outside of our control, including, but not limited to, changes in interest rates, availability and cost of credit, inflation rates, availability and cost of energy, economic uncertainty, slowdown in global growth, changes in laws (including laws relating to taxation and regulations on the financial industry), disease, pandemics or other severe public health events, trade barriers, tariffs, commodity prices, currency exchange rates and controls, national and international political circumstances (including government contract terminations or funding pauses, government agency closures, government shutdowns, wars, terrorist acts, or security operations), geopolitical tensions and instability (including the realignment of alliances), social unrest, supply chain pressures, and the effects of climate change.
The governing agreements of almost all of our carry funds, other than our AlpInvest funds as discussed below, provide that, subject to certain conditions, third-party investors in those funds have the right to remove the general partner of the fund for cause or to accelerate the liquidation date of the investment fund without cause by a simple majority vote.
The governing agreements of almost all of our carry funds, other than our Carlyle AlpInvest funds as discussed below, provide that, subject to certain conditions, third-party investors in those funds have the right to remove the general partner of the fund for cause or to accelerate the liquidation date of the investment fund without cause by a simple majority vote.
Following these guidelines, credit institutions in the Eurozone could in the future limit, delay, or restrict the availability of credit and/or increase the cost of credit for our investment funds or portfolio companies involved in leveraged transactions. This policy area remains under close scrutiny and further guidance could be issued on short notice in the future. CSPD .
Following these guidelines, credit institutions in the Eurozone could in the future limit, delay, or restrict the availability of credit and/or increase the cost of credit for our investment funds or portfolio companies involved in leveraged transactions. This policy area remains under close scrutiny and further guidance could be issued on short notice in the future.
In addition, we and our portfolio companies’ selection of reporting frameworks or standards, and other methodological choices, such as the use of certain performance metrics, levels of quantification, value chain reporting, or materiality standards, may vary over time and may not always align with evolving investor and activist expectations or market practices.
In addition, we and our portfolio companies’ selection of reporting frameworks or standards, and other methodological choices, such as the use of certain performance metrics, levels of quantification, value chain reporting, or materiality standards, may vary over time and may not always align with evolving investor, activist, and regulatory expectations or market practices.
The standards for tracking and reporting on sustainability matters are relatively new, have not been harmonized, and continue to evolve and we may fail to successfully implement or comply with these rapidly developing sustainability standards and requirements. Moreover, in conducting ESG reporting, we may seek to align with particular disclosure frameworks and/or reporting standards, which are evolving.
The standards for tracking and reporting on sustainability matters are relatively new, have not been harmonized, and continue to evolve and we may fail to successfully implement or comply with these developing sustainability standards and requirements. Moreover, in conducting ESG reporting, we may seek to align with particular disclosure frameworks and/or reporting standards, which are evolving.
In the event that the U.S. dollar appreciates, the market value of the investments in these funds will decline even if the underlying investments perform well in local currency. In addition, our buyout and growth fund s in Europe and certain AlpInvest funds are Euro-denominated and may have investments denominated in U.S. dollar, British pound, or other currencies.
In the event that the U.S. dollar appreciates, the market value of the investments in these funds will decline even if the underlying investments perform well in local currency. In addition, our buyout and growth funds in Europe and certain AlpInvest funds are Euro-denominated and may have investments denominated in U.S. dollar, British pound, or other currencies.
Such member states may choose to extend the CSPD requirements to credit agreements that are not issued by an EU credit institution. Subject to the aforementioned potential extension of scope by individual member states, the servicing of loans originally advanced by credit funds (rather than, for example, an EU bank) will fall outside the scope of the CSPD.
Such member states may choose to extend the CSPD requirements to credit agreements that are not issued by an EU credit institution. Subject to the aforementioned potential extension of scope by individual member states, the servicing of loans originally advanced by credit funds (rather than, for example, an EU bank) fall outside the scope of the CSPD.
The CSPD applies to, among others, “credit servicers” and “credit purchasers” and imposes a number of new requirements relating to licensing, conduct of business, and provision of information. The definition of “credit servicer” in the Commission proposal is sufficiently broad that it could be construed to include asset managers.
The CSPD applies to, among others, “credit servicers” and “credit purchasers” and imposes a number of requirements relating to licensing, conduct of business, and provision of information. The definition of “credit servicer” in the Commission proposal is sufficiently broad that it could be construed to include asset managers.
We have pursued and may continue to pursue growth through acquisitions of, or investments in, new businesses, other investment management companies, acquisitions of critical business partners, strategic partnerships, other alternative or traditional investment managers, or other strategic initiatives that also may include entering into new lines of business.
In addition, we have pursued and may continue to pursue growth through acquisitions of, or investments in, new businesses, other investment management companies, acquisitions of critical business partners, strategic partnerships, other alternative or traditional investment managers, or other strategic initiatives that also may include entering into new lines of business.
Certain of our investment funds may invest in securities of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments may be subject to a greater risk of poor performance or loss.
Certain of our investment funds may invest in securities of companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments are subject to a greater risk of poor performance or loss.
See “Risks Related to Taxation—Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax authorities could negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should unexpected taxes be assessed to portfolio investments (companies) or fund income.” If our funds are unable to obtain committed debt financing for potential acquisitions, can only obtain debt financing at an increased interest rate or on unfavorable terms or the ability to deduct corporate interest expense is substantially limited, our funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a decrease in our funds’ performance and therefore our revenues.
See “Risks Related to Taxation—Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax authorities 67 Table of Contents could negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should unexpected taxes be assessed to portfolio investments (companies) or fund income.” If our funds are unable to obtain committed debt financing for potential acquisitions, can only obtain debt financing at an increased interest rate or on unfavorable terms, or the ability to deduct corporate interest expense is substantially limited, our funds may face increased competition from strategic buyers of assets who may have an overall lower cost of capital or the ability to benefit from a higher amount of cost savings following an acquisition, or may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, each of which could lead to a decrease in our funds’ performance and, therefore, our revenues.
See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.” In the event of the insolvency of a prime broker, custodian, counterparty, or any other party that is holding assets of our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime 76 Table of Contents broker’s, custodian’s, or counterparty’s unsecured creditors in relation to the assets held as collateral.
See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our funds make investments in companies that are based 71 Table of Contents outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.” In the event of the insolvency of a prime broker, custodian, counterparty, or any other party that is holding assets of our funds as collateral, our funds might not be able to recover equivalent assets in full as they will rank among the prime broker’s, custodian’s, or counterparty’s unsecured creditors in relation to the assets held as collateral.
If a company in which our funds are invested is unable to obtain regulatory approval for a product candidate, or a product candidate in which our funds are invested does not obtain regulatory approval, in a timely fashion or at all, the value of our investment would be adversely impacted.
If a company in which our funds are invested is unable to obtain regulatory approval for a product candidate, or a product candidate in which our funds are invested does not obtain regulatory approval, in a timely fashion or at all, the value of our funds’ investment would be adversely impacted.
A decline in demand for leased aircraft generally, or as a result of the factors described above, may result in decreases in rental rates, result in lease defaults, and delay or prevent the re-lease or sale of assets on favorable terms.
A decline in demand for leased aircraft generally, or as a result of the factors described above, may result in decreases in rental rates and increases in lease defaults, and may delay or prevent the re-lease or sale of assets on favorable terms.
None of Carlyle or its affiliates can predict the ultimate impact of the foregoing on us, our business and investments, or the private equity industry generally, and any prolonged uncertainty could also have an adverse impact on our business and funds.
None of Carlyle or our affiliates can predict the ultimate impact of the foregoing on us, our business and investments, or the private equity industry generally, and any prolonged uncertainty could also have an adverse impact on our business and funds.
Our investments outside of the United States also may face delays, limitations, or restrictions as a result of notifications made under and/or compliance with these legal regimes and rapidly changing agency practices.
Our funds’ investments outside of the United States also may face delays, limitations, or restrictions as a result of notifications made under and/or compliance with these legal regimes and rapidly changing agency practices.
IFR/IFD affects AlpInvest, one of our subsidiaries, because it is an alternative investment fund manager in the Netherlands with MiFID top-up permissions to provide investment services.
IFR/IFD affects AlpInvest BV, one of our subsidiaries, because it is an alternative investment fund manager in the Netherlands with MiFID top-up permissions to provide investment services.
In addition, conflicts of interest may exist in the valuation of our investments, as well as the personal trading of employees and the allocation of fees and expenses among us, our funds and their portfolio companies, and our affiliates.
In addition, conflicts of interest may exist in the valuation of our funds’ investments, as well as the personal trading of employees and the allocation of fees and expenses among us, our funds and their portfolio companies, and our affiliates.
For so long as these arrangements are in place, we will observe substantial restrictions on our ability to access investment information or engage in day-to-day participation in the AlpInvest investment businesses, including a restriction that AlpInvest investment decisions are made and maintained without involvement by other Carlyle personnel and that no specific investment data, other than data on the investment performance of its investment funds and managed accounts, will be shared.
For so long as these arrangements are in place, we will observe substantial restrictions on our ability to access specific investment information or engage in day-to-day participation in the AlpInvest investment businesses, including a restriction that AlpInvest investment decisions are made and maintained without involvement by other Carlyle personnel and that no specific investment data, other than data on the investment performance of its investment funds and managed accounts, will be shared with management.
Rapid and unforeseen technological transformation, such as the recent emergence of large language models and generative AI, may introduce the risk of obsolescence to portfolio companies and negatively affect their performance.
Rapid and unforeseen technological transformation, such as the emergence of large language models and generative AI, may introduce the risk of obsolescence to portfolio companies and negatively affect their performance.
See “Risks Related to Our Company—Operational risks (including those associated with our business model), system security risks, breaches of data protection, cyberattacks, or actions or failure to act by our employees or others with authorized access to our networks, including our ability to insure against such risks, may disrupt our businesses, result in losses, or limit our growth.” 40 Table of Contents Moreover, use of AI Technologies may include the input of sensitive personal information, trade secrets, and other protected data by both us and third parties and could result in the exposure of such information, for example, by becoming part of a dataset that is generally accessible by AI Technologies applications and users.
See “Risks Related to Our Company—Operational risks (including those associated with our business model), system security risks, breaches of data protection, cyberattacks, or actions or failure to act by our employees or others with authorized access to our networks, including our ability to insure against such risks, may disrupt our businesses, result in losses, or limit our growth.” Moreover, use of AI Technologies may include the input of sensitive personal information, trade secrets, and other protected data by both us and third parties and could result in the exposure of such information, for example, by becoming part of a dataset that is generally accessible by AI Technologies applications and users.
The investment decisions we make in our asset management business and the activities of our investment professionals (including in connection with portfolio companies and investment advisory activities) may subject us, our funds, and our funds’ portfolio companies to the risk of third-party litigation or regulatory proceedings arising from investor dissatisfaction with the performance of those investment funds, alleged conflicts of interest, the suitability or manner of distribution of our products, including to retail investors, the activities of our funds’ portfolio companies, and a variety of other claims.
The investment decisions we make in our asset management business and the activities of our investment professionals (including in connection with portfolio companies and investment advisory activities) may subject us, our funds, and our funds’ portfolio companies to the risk of third-party litigation or regulatory proceedings arising from investor dissatisfaction with the performance of those investment funds, alleged conflicts of interest, the suitability or manner of distribution of our products, including to individual investors, the activities of our funds’ portfolio companies, and a variety of other claims.
However, the FCA has indicated that it intends to undertake a further consultation on expanding the scope of these requirements potentially to cover portfolio managers (particularly discretionary wealth management services, although the scope of the extension is unclear and could be much broader), overseas products, and pension products, which could capture more substantively our UK advisors and non-UK entities in future.
However, the FCA has indicated that it may undertake a further consultation on expanding the scope of these requirements to potentially cover portfolio managers (particularly discretionary wealth management services, although the scope of the extension is unclear and could be much broader), overseas products, and pension products, which could capture more substantively our UK advisors and non-UK entities in future.
S ee “Risks Related to our Company— Adverse economic and market conditions and other events or conditions throughout the world could negatively impact our business in many ways, including by reducing the value or performance of the investments made by our investment funds and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue, earnings, and cash flow and adversely affect our financial prospects and condition.” Insurance regulatory authorities and regulatory organizations continue to scrutinize alternative asset managers’ involvement in the insurance industry, including with respect to the ownership by such managers or their affiliated funds of, and the management of assets on behalf of, insurance companies.
S ee “Risks Related to Our Company—Adverse economic and market conditions and other events or conditions throughout the world could negatively 79 Table of Contents impact our business in many ways, including by reducing the value or performance of the investments made by our investment funds and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue, earnings, and cash flow and adversely affect our financial prospects and condition.” Insurance regulatory authorities and regulatory organizations continue to scrutinize alternative asset managers’ involvement in the insurance industry, including with respect to the ownership by such managers or their affiliated funds of, and the management of assets on behalf of, insurance companies.
See “Risks Related to our Company—Adverse economic and market conditions and other events or conditions throughout the world could negatively impact our business in many ways, including by reducing the value or performance of the investments made by our investment funds and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue, earnings, and cash flow and adversely affect our financial prospects and condition.” 34 Table of Contents We also may take other actions, including waiving management fees for a particular investment or fund, that could adversely impact our short-term results of operations when we deem such action appropriate.
See “Risks Related to Our Company—Adverse economic and market conditions and other events or conditions throughout the world could negatively impact our business in many ways, including by reducing the value or performance of the investments made by our investment funds and reducing the ability of our investment funds to raise capital, any of which could materially reduce our revenue, earnings, and cash flow and adversely affect our financial prospects and condition.” We also may take other actions, including waiving management fees for a particular investment or fund, that could adversely impact our short-term results of operations when we deem such action appropriate.
Fair values of such investments are determined by reference to the market approach (i.e., multiplying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the range of comparable public entities or transactions, adjusted by management as appropriate for differences between the investment and the referenced comparables), the income approach (i.e., discounting projected future cash flows of the investee 68 Table of Contents company or asset and/or capitalizing representative stabilized cash flows of the investee company or asset), and other methodologies such as prices provided by reputable dealers or pricing services, option pricing models, replacement costs, and estimates of net asset value for fund interests.
Fair values of such investments are determined by reference to the market approach (i.e., multiplying a key performance metric of the investee company or asset, such as EBITDA, by a relevant valuation multiple observed in the range of comparable public entities or transactions, adjusted by management as appropriate for differences between the investment and the referenced comparables), the income approach (i.e., discounting projected future cash flows of the investee company or asset and/or capitalizing representative stabilized cash flows of the investee company or asset), and other methodologies such as prices provided by reputable dealers or pricing services, option pricing models, replacement costs, and estimates of net asset value for fund interests.
Therefore, it is expected that the data in such models will contain a degree of inaccuracy and error, potentially to a material degree, and that such data and algorithms could otherwise be inadequate or flawed, which would likely degrade the effectiveness of AI Technologies and could adversely impact us and our portfolio companies and investments to the extent we or they rely on the work product of such AI Technologies.
Therefore, it is expected that the data in such models will contain a degree of inaccuracy and error, potentially to a material degree, and that such data and algorithms could otherwise be inadequate or flawed, which would likely degrade the effectiveness of AI Technologies and could adversely impact us and our portfolio companies and investments to the extent we or they rely on AI Technologies.
The current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental, and other policies under the new administration, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the United States and China or a further escalation in conflicts in the Middle East and Eastern Europe, could lead to disruption, instability, and volatility in the global markets, which also may have an impact on our exit opportunities across negatively impacted sectors or geographies.
The current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental, and other policies under the current administration, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the United States and China or a further escalation in conflicts in the Middle East, Eastern Europe, and Latin America could lead to disruption, instability, and volatility in the global markets, which also may have an impact on our exit opportunities across negatively impacted sectors or geographies.
The new rules have been added to the ESG Sourcebook and focus on UK managers and UK-managed funds and do not cover overseas managers or products marketed in the UK.
The rules have been added to the ESG Sourcebook and focus on UK managers and UK-managed funds and do not cover overseas managers or products marketed in the UK.
See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.” Our asset management business depends in large part on our ability to raise capital from third-party investors.
See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.” Our business depends in large part on our ability to raise capital from third-party investors.
Newly instituted and amended regulations could significantly increase the cost of entering into derivative contracts (including through 62 Table of Contents requirements to post collateral, which could negatively impact available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks, reduce our ability to restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties.
Newly instituted and amended regulations could significantly increase the cost of entering into derivative contracts (including through 58 Table of Contents requirements to post collateral, which could negatively impact available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks, reduce our ability to restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties.
Moreover, we also may be adversely affected if there is misconduct by personnel of our funds’ portfolio companies or by such companies’ service providers.
Moreover, we may be adversely affected if there is misconduct by personnel of our funds’ portfolio companies or by such companies’ service providers.
See “Risks Related to Our Business Operations— Risks Related to the Assets We Manage— Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically 53 Table of Contents associated with investing in companies that are based in the United States” and Item 1 “Business—Regulatory and Compliance Matters.” Laws and regulations on foreign direct investment applicable to us and our funds’ portfolio companies, both within and outside the United States, may make it more difficult for us to deploy capital in certain jurisdictions or to sell assets to certain buyers.
See “Risks Related to Our Business Operations— Risks Related to the Assets We Manage— Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States” and Item 1 “Business—Regulatory and Compliance Matters.” Laws and regulations on foreign direct investment applicable to us and our funds’ portfolio companies, both within and outside the United States, may make it more difficult for us to deploy capital in certain jurisdictions or to sell assets to certain buyers.
In addition, we and our employees have been and expect to continue to be the target of fraudulent calls and emails, the subject of impersonations, and fraudulent requests for money, including attempts to redirect material payment amounts to fraudulent bank accounts, and other forms of spam attacks, phishing or other social engineering, supply chain attacks, ransomware, or other events.
In addition, we, our employees, our investors, and the public have been and expect to continue to be the target of fraudulent calls and emails, the subject of impersonations, and fraudulent requests for money, including attempts to redirect material payment amounts to fraudulent bank accounts, and other forms of spam attacks, phishing or other social engineering, supply chain attacks, ransomware, or other events.
Moreover, the CFTC may in the future require certain foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges. Trade negotiations and related government actions may create regulatory uncertainty for our funds’ portfolio companies and our investment strategies and adversely affect the profitability of our funds’ portfolio companies .
The CFTC also may in the future require certain foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges. Trade negotiations and related government actions may create regulatory uncertainty for our funds’ portfolio companies and our investment strategies and adversely affect the profitability of our funds’ portfolio companies.
Moreover, with respect to the historical returns of our investment funds: • our historical returns derive largely from the performance of our existing funds, and we may create new funds in the future that reflect a different asset mix and different investment strategies, as well as a varied geographic and industry exposure as compared to our present funds, and any such new funds could have lower returns than our existing or previous funds; • the performance of our carry funds reflects our valuation of the unrealized investments held in those funds using assumptions that we believe are reasonable under the circumstances, but the actual realized return on these investments will depend on, among other factors, future operating results and the value of assets and market conditions at the time of disposition all of which may differ from the assumptions on which the valuations in our historical returns are based, which may adversely affect the ultimate value realized from those unrealized investments; 61 Table of Contents • in recent years, there has been increased competition for private equity investment opportunities resulting from the increased amount of capital invested in alternative investment funds, high liquidity in debt markets, and strong equity markets, and the increased competition for investments may reduce our returns in the future; • the rates of returns of some of our funds in certain years have been positively influenced by a number of investments that experienced rapid and substantial increases in value following the dates on which those investments were made, which may not occur with respect to future investments; • our investment funds’ returns in some years have benefited from investment opportunities and general market conditions, including lower interest rates and rates of inflation than present market conditions, that may have been significantly more favorable for generating positive performance than current market conditions or market conditions that we may experience in the future and may not repeat themselves; • our current or future investment funds might not be able to avail themselves of comparable investment opportunities or market conditions, and the circumstances under which our funds may make future investments may differ significantly from those conditions prevailing in the past; • newly established funds may generate lower returns during the period that they take to deploy their capital; and • the introduction of fund-level leverage in certain more recent funds has increased the rates of returns in those funds compared to what they would have been without the use of such leverage.
Moreover, with respect to the historical returns of our investment funds: • our historical returns derive largely from the performance of our existing funds, and we may create new funds in the future that reflect a different asset mix and different investment strategies, as well as a varied geographic and industry exposure as compared to our present funds, and any such new funds could have lower returns than our existing or previous funds; • the performance of our carry funds reflects our valuation of the unrealized investments held in those funds using assumptions that we believe are reasonable under the circumstances, but the actual realized return on these investments will depend on, among other factors, future operating results and the value of assets and market conditions at the time of disposition all of which may differ from the assumptions on which the valuations in our historical returns are based, which may adversely affect the ultimate value realized from those unrealized investments; 57 Table of Contents • in recent years, there has been increased competition for private equity investment opportunities resulting from the increased amount of capital invested in alternative investment funds, high liquidity in debt markets, and strong equity markets, and the increased competition for investments may reduce our returns in the future; • the rates of returns of some of our funds in certain years have been positively influenced by a number of investments that experienced rapid and substantial increases in value following the dates on which those investments were made, which may not occur with respect to future investments; • our investment funds’ returns in some years have benefited from investment opportunities and general market conditions, including lower interest rates and rates of inflation than present market conditions, that may have been significantly more favorable for generating positive performance than current market conditions or market conditions that we may experience in the future and may not repeat themselves; • our current or future investment funds might not be able to avail themselves of comparable investment opportunities or market conditions, and the circumstances under which our funds may make future investments may differ significantly from those conditions prevailing in the past; • newly established funds may generate lower returns during the period that they take to deploy their capital, which may result in little or no carried interest due to performance hurdles; and • the introduction of fund-level leverage in certain more recent funds has increased the rates of returns in those funds compared to what they would have been without the use of such leverage.
We depend on the efforts, skill, reputations, and business contacts of our Chief Executive Officer, Harvey M. Schwartz, our co-founders and other senior Carlyle professionals, the information and deal flow they generate during the normal course of their activities, and the synergies among the diverse fields of expertise and knowledge held by our professionals.
We depend on the efforts, skill, reputations, and business contacts of our Chief Executive Officer, Harvey M. Schwartz, our co-founders, and other senior Carlyle professionals, including our Co-Presidents, the information and deal flow they generate during the normal course of their activities, and the synergies among the diverse fields of expertise and knowledge held by our professionals.
Further escalation of the “trade war” between the United States and China, the countries’ inability to reach further trade agreements, or the continued use of reciprocal sanctions by each country, may negatively impact opportunities for investment as well as the rate of global growth, particularly in China, which has and continues to exhibit signs of slowing growth.
Further trade escalation between the United States and China, the countries’ inability to reach further trade agreements, or the continued use of reciprocal sanctions by each country, may negatively impact opportunities for investment as well as the rate of global growth, particularly in China, which has and continues to exhibit signs of slowing growth.
Moreover, we regularly are subject to requests for information, inquiries, and informal or formal investigations by the SEC and other regulatory authorities, with which we routinely cooperate, and which have included review of historical practices that were previously examined. Such investigations previously have and may in the future result in penalties and other sanctions.
We also are regularly subject to requests for information, inquiries, and informal or formal investigations by the SEC and other regulatory authorities, with which we routinely cooperate, and which have included review of historical practices that were previously examined. Such investigations previously have and may in the future result in penalties and other sanctions.
In addition, each co-founder will have the right to nominate a second director to our Board of Directors until the earlier of (x) such time as such co-founder and/or his Founder Group ceases to beneficially own at least 20 million shares of our common stock and (y) January 1, 2027.
In addition, such co- founder will have the right to nominate a second director to our Board of Directors until the earlier of (x) such time as such co- founder and/or his Stockholder Group ceases to beneficially own at least 20 million shares of our common stock and (y) January 1, 2027.
Employee misconduct could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm. Fraud, deceptive practices, or other misconduct at portfolio companies or services providers could similarly subject us to liability and reputational damage and also harm performance. Our employees could engage in misconduct that adversely affects our business.
Employee misconduct could harm us by impairing our ability to attract and retain clients and subjecting us to significant legal liability and reputational harm. Fraud, deceptive practices, or other misconduct at portfolio companies or service providers could similarly subject us to liability and reputational damage and also harm performance. Our employees could engage in misconduct that adversely affects our business.
See “Risks Related to Taxation— 70 Table of Contents Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax authorities could negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should unexpected taxes be assessed to portfolio investments (companies) or fund income.” Su ch restrictions could reduce the after-tax rates of return on the affected investments, which may have an adverse impact on our business and financial results.
See “Risks Related to Taxation— Changes in relevant tax laws, regulations, or treaties or an adverse interpretation of these items by tax authorities could negatively impact our effective tax rate, tax liability, and/or the performance of certain funds should unexpected taxes be assessed to portfolio investments (companies) or fund income.” Su ch restrictions could reduce the after-tax rates of return on the affected investments, which may have an adverse impact on our business and financial results.
Moreover, the SEC (in May 2023) and the SEC and CFTC jointly (in February 2024) adopted changes to Form PF, a confidential form relating to reporting by private fund advisers and intended to be used by the Financial Stability Oversight Counsel (“FSOC”) for systemic risk oversight purposes, that expand existing reporting obligations.
For example, the SEC (in May 2023) and the SEC and CFTC jointly (in February 2024) adopted changes to Form PF, a confidential form relating to reporting by private fund advisers and intended to be used by the Financial Stability Oversight Counsel (“FSOC”) for systemic risk oversight purposes, that expand existing reporting obligations.
Asset managers are unlikely to act as principal credit purchasers. However, they may purchase in-scope credit agreements as agent on behalf of the funds or separately managed accounts for whom they are acting and therefore may in practice be required to discharge the associated obligations on behalf of underlying clients.
Asset managers are unlikely to act as principal credit purchasers. However, they may purchase in-scope credit agreements as agents on behalf of the funds or separately managed accounts for whom they are acting and therefore may in practice be required to discharge the associated obligations on behalf of underlying clients.
Although retail investors have been part of our historic distribution efforts, we have increasingly undertaken business initiatives to increase the number and type of investment products we offer to high-net-worth individuals, family offices, and mass affluent investors in the United States and other jurisdictions around the world.
Although individual investors have been part of our historic distribution efforts, we have increasingly undertaken business initiatives to increase the number and type of investment products we offer to high-net-worth individuals, family offices, and mass affluent investors in the United States and other jurisdictions around the world.
Commission Delegated Regulation (EU) 2021/1255 amends Delegated Regulation (EU) 231/2013 to require that sustainability risks are integrated into the investment decision-making, risk management, and compliance functions and processes of EU AIFMs. These requirements became effective and have applied to us since August 2022.
Commission Delegated Regulation (EU) 2021/1255 amended Delegated Regulation (EU) 231/2013 to require that sustainability risks are integrated into the investment decision-making, risk management, and compliance functions and processes of EU AIFMs. These requirements became effective and have applied to us since August 2022.
The new administration has decided to impose and may decide to impose additional steep tariffs on goods, materials, inputs, and intermediate parts with origins across numerous geographies. Such changes could materially increase input costs for our funds’ portfolio companies and depress margins.
The current administration has decided to impose and may decide to impose additional steep tariffs on goods, materials, inputs, and intermediate parts with origins across numerous geographies. Such changes could materially increase input costs for our funds’ portfolio companies and depress margins.
We and our portfolio companies may suffer reputational damage if our or their ESG disclosure is viewed as falling short of best practices, or if such reporting indicates ESG performance that does not meet investor, activist, employee, customer, or other stakeholder expectations.
We and our portfolio companies may suffer reputational damage if our or their ESG disclosure is viewed as falling short of best practices or regulatory requirements, or if such reporting indicates ESG performance that does not meet investor, activist, employee, customer, or other stakeholder expectations.
We intend to seek to grow our businesses by increasing AUM in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures and products (such as publicly listed vehicles, separately managed accounts, and structured products), expanding into new geographic markets and businesses and seeking investments from investor bases we have traditionally not pursued, such as individual investors, which subject us to 36 Table of Contents additional risk.
We intend to seek to grow our businesses by increasing AUM in existing businesses, pursuing new investment strategies (including investment opportunities in new asset classes), developing new types of investment structures and products (such as publicly listed vehicles, separately managed accounts, and structured products), expanding into new geographic markets and businesses and seeking investments from investor bases we have traditionally not pursued, such as individual investors, which subject us to additional risk.
See also “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—We have increasingly undertaken business initiatives to increase the number and type of investment products we offer to retail investors, which could expose us to new and greater levels of risk.” We have opened many offices to conduct our asset management and capital markets businesses around the world in Europe, the Middle East, and Asia-Pacific, which we intend to grow and expand.
See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—We have increasingly undertaken business initiatives to increase the number and type of investment products we offer to individual investors, which could expose us to new and greater levels of risk.” We have opened many offices to conduct our asset management and capital markets businesses around the world in Europe, the Middle East, and Asia-Pacific, which we intend to grow and expand.
In light of the heightened regulatory environment in which we operate and the ever-increasing regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time-consuming for us and the funds to comply with such regulatory reporting and compliance-related obligations.
In light of the heightened regulatory environment in which we operate and the regulations applicable to private investment funds and their investment advisors, it has become increasingly expensive and time-consuming for us and the funds to comply with such regulatory reporting and compliance-related obligations.
On May 16, 2016, the SEC and other federal regulatory agencies proposed a rule that would apply requirements on incentive-based compensation arrangements of “covered financial institutions,” including 44 Table of Contents certain registered investment advisers and broker-dealers above a specific asset threshold. This rule, if adopted, could limit our ability to recruit and retain investment professionals and senior management executives.
On May 16, 2016, the SEC and other federal regulatory agencies proposed a rule that would apply requirements on incentive-based compensation arrangements of “covered financial institutions,” including certain registered investment advisers and broker-dealers above a specific asset threshold. This rule, if adopted, could limit our ability to recruit and retain investment professionals and senior management executives.
See Part I, Item 1 “Business—Structure and Operation of Our Investment Funds—Incentive Arrangements / Fee Structure” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations—Contingent Obligations (Giveback)” and Notes 2 , Summary of Significant Accounting Policies , and 8 , Commitments and Contingencies , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
See Part I, Item 1 “Business —Structure and Operation of Our Investment Funds—Incentive Arrangements / Fee Structure” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations— 62 Table of Contents Contingent Obligations (Giveback)” and Notes 2 , Summary of Significant Accounting Policies , and 8 , Commitments and Contingencies , to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation requirements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-ended AIFs, and revised regulatory reporting and investor disclosures requirements.
AIFMD II imposes a number of amendments to the AIFMD, including more onerous delegation requirements, enhanced substance requirements, additional liquidity management provisions for AIFMs to the extent that they manage open-end AIFs, and revised regulatory reporting and investor disclosures requirements.
Moreover, regardless of whether an 75 Table of Contents investment fund is determined to be a “trade or business” for purposes of ERISA, a court might hold that one of the fund’s portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above.
Moreover, regardless of whether an investment fund is determined to be a “trade or business” for purposes of ERISA, a court might hold that one of the fund’s portfolio companies could become jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above.
These risks include the following: • those associated with the burdens of ownership of real property; • general and local economic conditions; • changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding); • changes in interest rates and related increases in borrowing costs; • fluctuations in the average occupancy and room rates for hotel and student housing properties; • changes in demand for commercial office properties (including as a result of an increased prevalence of remote work); • population and demographic shifts; • the financial resources of tenants; • defaults by borrowers or tenants; • changes in building, environmental, zoning, and other laws; 80 Table of Contents • restrictive covenants, encumbrances, and other land or use restrictions; • failure to obtain necessary approvals and/or permits; • energy and supply shortages; • casualty or condemnation losses; • various uninsured or uninsurable risks; • natural disasters, including increased physical risks from climate change such as event-driven exposures resulting from the increased sever ity of extreme weather events, such as cyclones, hurricanes, wildfires, or floods, and consequences of longer-term shifts in climate patterns, for example, sustained higher temperatures that may cause sea levels to rise or chronic heat waves, and the effects of climate change on supply and demand; • changes in government statutes, regulations, or regulatory action or regulatory interpretation at the federal, state, or local level (such as vacancy control, rent control, pricing software or practices, and climate change); • changes in the way real estate is occupied as a result of pandemics or other unforeseen events; • changes in real property tax rates and operating expenses; • the reduced availability of mortgage funds or other forms of financings, including construction financing, which may render the sale or refinancing of properties difficult or impracticable; • inability to meet debt obligations; • breaches by third parties of their contractual obligations, including ground lessors, ground lessees, landlords, and tenants; • claims by third parties, including adjacent landowners, and homeowners’ associations; • negative developments in the economy that depress travel and leasing activity or rents; • environmental liabilities; • contingent liabilities on disposition of assets; • increase in insurance premiums and changes to the insurance market; • unexpected cost overruns and delays in connection with development projects; • terrorist attacks, war, and other factors that are beyond our control; and • dependence on local operating partners.
These risks include the following: • those associated with the burdens of ownership of real property; • general and local economic conditions; • changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding); • changes in interest rates and related increases in borrowing costs; • fluctuations in the average occupancy and room rates for hotel and student housing properties; • changes in demand for commercial office properties (including as a result of an increased prevalence of remote work); • population and demographic shifts; • the financial resources of tenants and defaults by tenants or borrowers; • changes in building, environmental, zoning, and other laws; • restrictive covenants, encumbrances, and other land or use restrictions; • failure to obtain necessary approvals and/or permits; 75 Table of Contents • energy and supply shortages; • casualty or condemnation losses; • various uninsured or uninsurable risks; • natural disasters, including increased physical risks from climate change such as event-driven exposures resulting from the increased sever ity of extreme weather events, such as cyclones, hurricanes, wildfires, or floods, and consequences of longer-term shifts in climate patterns, for example, sustained higher temperatures that may cause sea levels to rise or chronic heat waves, and the effects of climate change on supply and demand; • changes in government statutes, regulations, or regulatory action or regulatory interpretation at the federal, state, or local level (such as vacancy control, rent control, pricing software or practices, price disclosure, and climate change), litigation from public or private parties relating thereto, and changes in market practices in consideration of the foregoing; • changes in the way real estate is occupied as a result of pandemics or other unforeseen events; • changes in real property tax rates and operating expenses; • the reduced availability of mortgage funds or other forms of financings, including construction financing, which may render the sale or refinancing of properties difficult or impracticable; • inability to meet debt obligations; • breaches by (or claims from) third parties in connection with their contractual rights and obligations, including ground lessors, ground lessees, landlords, tenants, partners, and property managers; • claims by third parties, including adjacent landowners, and homeowners’ associations; • negative developments in the economy that depress travel and leasing activity or rents; • environmental liabilities; • contingent liabilities on disposition of assets; • increase in insurance premiums and changes to the insurance market; • unexpected cost overruns and delays in connection with development projects; • terrorist attacks, war, and other factors that are beyond our control; and • dependence on local operating partners.
For example, insurance regulators increasingly have focused on the terms and structure of investment management agreements, including whether they are at arms’ length, establish control of the insurance company, grant the asset manager excessive authority over the investment strategy of the insurance company, provide for management fees that are not fair and reasonable, or termination provisions that make it difficult or costly for the 87 Table of Contents insurer to terminate the agreement.
For example, insurance regulators increasingly have focused on the terms and structure of investment management agreements, including whether they are at arms’ length, establish control of the insurance company, grant the asset manager excessive authority over the investment strategy of the insurance company, provide for management fees that are not fair and reasonable, or termination provisions that make it difficult or costly for the insurer to terminate the agreement.
On December 8, 2022, the FCA updated the rules on appointed representatives, which include more extensive obligations on principal firms, and we have updated our policies and procedures to take account of the amended rules to ensure CIC and CECP remain compliant. Leveraged Transactions.
On December 8, 2022, the FCA updated the rules on appointed representatives, which include more extensive obligations on principal firms, and we have updated our policies and procedures to take account of the amended rules to ensure CIC and CECP remain compliant.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Our systems, data, network, and infrastructure are monitored and administered by formal controls and risk management processes that log events and help protect the firm’s data. In addition, our business continuity plans are designed to allow critical business functions to continue in an orderly manner in the event of an emergency.
Our systems, data, network, and infrastructure are monitored and administered by formal controls and risk management processes that log events and help protect the firm’s data. In addition, our business continuity plans are designed to allow critical business functions to continue in the event of an emergency.
The current CISO has over 22 years of experience in information security that includes key roles managing cybersecurity risk in both government and the private sector.
The current CISO has over 20 years of experience in information security that includes key roles managing cybersecurity risk in both government and the private sector.
These efforts are underpinned by the implementation of security best practices, where possible, such as: 96 Table of Contents • Multi-factor authentication for remote access, privileged access management for system administrators, application whitelisting, laptop encryption, mobile device management software, and advanced malware defenses on endpoints; • Incident preparedness and response planning and risk mitigation; • Independent and continuous security testing, assessment, and third-party risk and vulnerability management; • Regular security awareness training, including phishing simulations, for Carlyle authorized users; • Restrictions on access to personal email accounts, cloud storage, social media, risk-based categories of websites, and USB storage devices; • Device and system access management policies and procedures that restrict access upon employee or contractor separation from the company; and • Compliance attestations by Carlyle personnel on firm policies, such as our acceptable use policy, upon hire and annually.
These efforts are underpinned by the implementation of security best practices, where possible, such as: • Multi-factor authentication for remote access, privileged access management for system administrators, application whitelisting, laptop encryption, mobile device management software, and advanced malware defenses on endpoints; • Incident preparedness and response planning and risk mitigation; • Independent and continuous security testing, assessment, and third-party risk management; • Regular security awareness training, including phishing simulations; • Restrictions on access to personal email accounts, cloud storage, social media, risk-based categories of websites, and USB storage devices; • Device and system access management policies and procedures that restrict access upon employee or contractor separation from the Company; and • Attestations by Carlyle personnel to abide by firm policies, such as our acceptable use policy, upon hire and annually.
Audit Committee meetings include discussions of specific risk areas throughout the year, including, among others, those relating to cybersecurity, and reports from the Chief Audit Executive on our enterprise risk profile on an annual basis.
Audit Committee meetings include discussions of specific risk areas throughout the 88 Table of Contents year, including, among others, those relating to cybersecurity, and reports from the Chief Audit Executive on our enterprise risk profile on an annual basis.
Our CISO, in coordination with our Chief Financial Officer, Chief Compliance Officer, Chief Information Officer, Chief Risk Officer, and Chief Audit Executive, among certain other senior executives, is responsible for leading the assessment 97 Table of Contents and management of cybersecurity risks.
Our CISO, in coordination with our Chief Financial Officer, Chief Compliance Officer, Chief Information Officer, Chief Risk Officer, and Chief Audit Executive, among certain other senior executives, is responsible for leading the assessment and management of cybersecurity risks.
In addition, our Chief Information Security Officer (“CISO”) leads our cybersecurity program, chairs our Information Security Steering Committee (“ISSC”), and provides cybersecurity status reporting to our Audit Committee at least annually. The ISSC meets quarterly and ensures that cybersecurity initiatives are in alignment with Carlyle’s strategic priorities .
In addition, our Chief Information Security Officer (“ CISO ”) leads our cybersecurity program, chairs our ISC, and provides cybersecurity status reporting to our Audit Committee at least annually. The ISC meets quarterly and ensures that cybersecurity initiatives are in alignment with Carlyle’s strategic priorities .
The GTS team works closely with our business segment teams to maintain operational resilience through business continuity planning and annual information technology disaster recovery and incident response plan testing, which collectively support the goal of mitigating risk were an emergency to occur.
The GTS team works closely with our business segment teams to maintain operational resilience through business continuity planning and annual information technology disaster recovery and incident response plan testing.
To protect our information systems from cybersecurity threats, we use various security tools that help us identify, protect against, detect, respond to, and recover from security incidents.
To protect our information systems from cybersecurity threats, we use various security tools that help us identify, protect against, detect, respond to, and recover from security incidents. These efforts are implemented by our Global Technology & Solutions (“GTS”) team in partnership with other stakeholders and are essential for our operations.
Removed
These efforts are implemented by our Global Technology & Solutions (“GTS”) team in partnership with our business, legal, and compliance teams, and are essential for us to conduct investment activities, manage internal administration activities, and connect our global enterprise.
Removed
As described above, our CISO leads our cybersecurity program, chairs Carlyle’s ISSC that comprises senior management and other sector representatives, and provides cybersecurity status reporting to our Audit Committee as necessary and at least annually.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES Our principal executive offices are located in leased office space at 1001 Pennsylvania Avenue, NW, Washington, D.C. We also lease the space for our other 28 offices. We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our business.
ITEM 2. PROPERTIES Our principal executive offices are located in leased office space at 1001 Pennsylvania Avenue, NW, Washington, D.C. We also lease the space for our other 26 offices . We do not own any real property. We consider these facilities to be suitable and adequate for the management and operation of our business.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. PART II.
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 89 Table of Contents PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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In addition to the repurchase of common stock, the share repurchase program is used for the payment of tax withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity Incentive Plan or otherwise based on the value of shares of withheld that would have otherwise been issued to the award holder.
In addition to the repurchase of common stock, the share repurchase program is used for the payment of tax withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity Incentive Plan or otherwise based on the value of shares withheld that would have otherwise been issued to the award holder.
Asset Managers index and the S&P MidCap 400 index. The graph assumes $100 invested on December 31, 2019, and dividends received reinvested in the security or index. The performance graph is not intended to be indicative of future performance.
Asset Managers index and the S&P MidCap 400 index. The graph assumes $100 invested on December 31, 2020 and dividends received reinvested in the security or index. The performance graph is not intended to be indicative of future performance.
The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act . 98 Table of Contents Issuer Purchases of Equity Securities The following table sets forth repurchases of our common stock during the three months ended December 31, 2024 for the periods indicated.
The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act. 90 Table of Contents Issuer Purchases of Equity Securities The following table sets forth repurchases of our common stock during the three months ended December 31, 2025 for the periods indicated.
During the three months ended December 31, 2024, 1.0 million shares were repurchased. In addition, 0.5 million shares were retired in connection with the net share settlement of equity-based awards, which are not included in the table below.
During the three months ended December 31, 2025 , 3.3 million shares were repurchased. In addition, 0.5 million shares were retired in connection with the net share settlement of equity-based awards, which are not included in the table below.
Stock Performance Graph The following graph depicts the total return to holders of our common stock from the closing price on December 31, 2019, the last trading day of our 2019 fiscal year, through December 31, 2024, the last trading day of our 2024 fiscal year, relative to the performance of the Dow Jones U.S.
Stock Performance Graph The following graph depicts the total return to holders of our common stock from the closing price on December 31, 2020, the last trading day of our 2020 fiscal year, through December 31, 2025 , the last trading day of our 2025 fiscal year, relative to the performance of the Dow Jones U.S.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Select Market under the symbol “CG.” The number of holders of record of our common stock as of February 20, 2025 was 6 .
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq Global Select Market under the symbol “CG.” The number of holders of record of our common stock as of February 24, 2026 was 5 .
In order to effectuate the amended NGP agreement, we entered into agreements with an affiliate of NGP Management on each of the dates below to deliver such shares as follows: Shares of Common Stock Delivered / Deliverable in August 2022 2023 2024 2025 2026 2027 2028 Date of Agreement: February 1, 2019 164,393 — — — — — — February 1, 2020 89,821 89,820 — — — — — February 1, 2021 116,559 87,419 87,418 — — — — February 1, 2022 — 75,290 56,467 56,467 — — — February 1, 2023 — — 103,432 77,574 77,573 — — February 1, 2024 — — — 98,918 74,188 74,187 — February 1, 2025 — — — — 68,757 51,567 51,567 Such securities have been offered and sold in reliance on the exemption contained in Section 4(a)(2) of the Securities Act as a transaction by the issuer not involving a public offering.
In order to effectuate the amended NGP agreement, we entered into agreements with an affiliate of NGP Management on each of the dates below to deliver such shares as follows: 2023 2024 2025 2026 2027 2028 2029 Date of Agreement: February 1, 2020 89,820 — — — — — — February 1, 2021 87,419 87,418 — — — — — February 1, 2022 75,290 56,467 56,467 — — — — February 1, 2023 — 103,432 77,574 77,573 — — — February 1, 2024 — — 98,918 74,188 74,187 — — February 1, 2025 — — — 68,757 51,567 51,567 — February 1, 2026 — — — — 50,603 37,952 37,952 91 Table of Contents Such securities have been offered and sold in reliance on the exemption contained in Section 4(a)(2) of the Securities Act as a transaction by the issuer not involving a public offering.
For each year thereafter, we agreed to issue additional shares of common stock on February 1 in an amount based on total distributions received by the Company from NGP Management, in any case not to exceed $10.0 million per year.
Sales of Unregistered Securities Pursuant to our amended agreement with NGP Management, we agreed to grant additional shares of common stock on February 1 in an amount based on total distributions received by the Company from NGP Management, in any case not to exceed $10.0 million per year.
Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (3) (Dollars in millions, except unit and per unit data) October 1, 2024 to October 31, 2024 (1) — $ — — $ 1,054.4 November 1, 2024 to November 30, 2024 (1)(2) 716,872 $ 52.17 716,872 $ 1,017.0 December 1, 2024 to December 31, 2024 (1)(2) 238,937 $ 52.82 238,937 $ 1,004.4 Total 955,809 955,809 (1) The Board of Directors reset the total repurchase authorization of our previously approved share repurchase program to $1.4 billion in shares of our common stock, effective as of February 6, 2024, which authorization replaced the Company’s prior $500 million authorization.
Period (a) Total number of shares purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (3) (Dollars in millions, except unit and per unit data) October 1, 2025 to October 31, 2025 (1) — $ — — $ 779.3 November 1, 2025 to November 30, 2025 (1)(2) 2,574,274 $ 52.55 2,574,274 $ 644.0 December 1, 2025 to December 31, 2025 (1)(2) 713,330 $ 55.69 713,330 $ 604.3 Total 3,287,604 3,287,604 (1) The Board of Directors reset the total repurchase authorization of our previously approved share repurchase program to $1.4 billion in shares of our common stock, effective as of February 6, 2024.
The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. (2) Reflects shares purchased in open market and brokered transactions, which were subsequently retired.
The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. The Board of Directors reset the total repurchase authorization to $2.0 billion in shares of our common stock, effective as of February 26, 2026. (2) Reflects shares purchased in open market and brokered transactions, which were subsequently retired.
(3) The remaining repurchase authorization was $852.2 million as of December 31, 2024, when factoring in the net share settlement of equity-based awards. 99 Table of Contents Sales of Unregistered Securities In 2017, we amended our agreement with NGP Management.
(3) The remaining repurchase authorization was $165.7 million as of December 31, 2025 , when factoring in the net share settlement of equity-based awards.
Removed
Pursuant to the amended agreement, we agreed, among other things, to issue additional shares of common stock on each of February 1, 2018, 2019, and 2020, with a value of $10.0 million per year to an affiliate of NGP Management.
Added
In the first quarter of 2025, we restructured the terms of our strategic investment in NGP and terminated the obligation to grant up to $10.0 million of Carlyle common shares to NGP annually following a final grant made with respect to 2030.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Moreover, we do not operate NGP’s business, have representation on NGP’s board or serve as an investment advisor to any investment fund sponsored by NGP, nor do we direct the operations of any of NGP portfolio companies.
Moreover, we do not operate NGP’s business, have representation on NGP’s board or serve as an investment advisor to any investment fund sponsored by NGP, nor do we direct the operations of any of NGP’s portfolio companies.
Interest and other income primarily represents reimbursement of certain costs incurred on behalf of our funds, as well as interest income that we earn such as from our cash and money market accounts and other investments, including CLO senior and subordinated notes. Interest and other income of Consolidated Funds .
Interest and other income . Interest and other income primarily represents reimbursement of certain costs incurred on behalf of our funds, as well as interest income that we earn such as from our cash and money market accounts and other investments, including CLO senior and subordinated notes. Interest and other income of Consolidated Funds .
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
“Performance Fee Eligible AUM” represents the AUM of funds for which we are entitled to receive performance allocations, inclusive of the fair value of investments in those funds (which we refer to as “Performance Fee Eligible Fair Value”) and their Available Capital.
Performance Fee Eligible AUM. “Performance Fee Eligible AUM” represents the AUM of funds for which we are entitled to receive performance allocations, inclusive of the fair value of investments in those funds (which we refer to as “Performance Fee Eligible Fair Value”) and their Available Capital.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our funds.
The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our funds.
There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.
There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.
For fund vintages 2017 and after, Gross IRR includes the impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the fund.
For fund vintages 2017 and after, Gross IRR includes the impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the fund.
Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
Net IRR is calculated based on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners.
Net IRR is calculated based on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ from that of individual Limited Partners.
As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
As a result, certain funds may generate accrued performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.
Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.
Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
(4) Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the period end.
The senior credit facility also contains other customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of principal, interest or fees when due, breach of specified covenants, change in control, and material inaccuracy of representations and warranties. Global Credit Revolving Credit Facility.
The senior revolving credit facility also contains other customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of principal, interest or fees when due, breach of specified covenants, change in control, and material inaccuracy of representations and warranties. Global Credit Revolving Credit Facility.
We believe the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements and should be read in conjunction with our consolidated financial statements and related notes included in this report. Basis of Accounting . The Company’s financial statements are prepared in accordance with U.S. GAAP.
We believe the critical accounting policies discussed below affect our more significant judgments and estimates used in the preparation of our consolidated financial statements and should be read in conjunction with our consolidated financial statements and related notes included in this report. Basis of Accounting . The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP.
Our management fees have largely covered our operating costs and all realized performance allocations, after covering the related compensation, are available for distribution to stockholders. Approximately 95% – 97% of all capital commitments to our funds are provided by our fund investors, with the remaining amount typically funded by Carlyle, our senior Carlyle professionals, advisors, and other professionals.
Our management fees have largely covered our operating costs and all realized performance allocations, after covering the related compensation, are available for distribution to stockholders. Approximately 97% of all capital commitments to our funds are provided by our fund investors, with the remaining amount typically funded by Carlyle, our senior Carlyle professionals, advisors, and other professionals.
Management has determined that the Company’s funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at estimated fair value and the unrealized gains and/or losses in an investment’s fair value are recognized on a current basis in the statements of operations.
Management has determined that the Company’s funds are investment companies under U.S. GAAP for the purposes of financial reporting. U.S. GAAP for an investment company requires investments to be recorded at estimated fair value and the unrealized gains and/or losses in an investment’s fair value are recognized on a current basis in the consolidated statements of operations.
(8) “ASF” stands for AlpInvest Secondaries Fund, “ACF” stands forAlpInvest Co-Investment Fund, and “SMAs” are Separately Managed Accounts. “ASF - SMAs” and “ACF - SMAs” reflect the aggregated portfolios of investments held by SMAs within the relevant strategy, which invest alongside the relevant ASF or ACF (as applicable).
(8) “ASF” stands for AlpInvest Secondaries Fund, “ACF” stands for AlpInvest Co-Investment Fund, and “SMAs” are Separately Managed Accounts. “ASF - SMAs” and “ACF - SMAs” reflect the aggregated portfolios of investments held by SMAs within the relevant strategy, which invest alongside the relevant ASF or ACF (as applicable).
Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows but has no net effect on the net income attributable to the Company and equity. The majority of the net economic ownership interests of the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the consolidated financial statements.
Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows but has no net effect on the net income attributable to the Company. The majority of the net economic ownership interests of the Consolidated Funds are reflected as non-controlling interests in consolidated entities in the consolidated financial statements.
Generally 3% – 5% of all capital commitments to our investment funds are made by Carlyle, our senior Carlyle professionals, advisors, and other professionals. Carlyle will generally commit up to 1% of of capital commitments related to our carry funds, although we may elect to invest additional amounts in funds focused on new investment areas.
Generally, up to 3% of all capital commitments to our investment funds are made by Carlyle, our senior Carlyle professionals, advisors, and other professionals. Carlyle will generally commit up to 1% of capital commitments related to our carry funds, although we may elect to invest additional amounts in funds focused on new investment areas.
Our equity-method investment in NGP entitles us to 55% of the management fee related revenue of the NGP entities that serve as advisors to the NGP Energy Funds and is subject to impairment under the U.S. GAAP accounting for equity method investments.
Our equity method investment in NGP entitles us to up to 55% of the management fee related revenue of the NGP entities that serve as advisors to the NGP Energy Funds and is subject to impairment under the U.S. GAAP accounting for equity method investments.
The AUM and Fee-earning AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of investments in Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which they are invested.
The AUM and Fee-earning AUM related to the strategic advisory services agreement with Fortitude are inclusive of the net asset value of investments in Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which they are invested.
(10) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CSP I, CSP II, CEMOF I, CSC, CMP I, CMP II, SASOF II, and CASCOF.
(10) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CSP I, CSP II, CSP III, CEMOF I, CEMOF II, CSC, CMP I, CMP II, SASOF II, and CASCOF.
These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity. • For entities that are determined to be VIEs, the Company consolidates those entities where it has concluded it is the primary beneficiary.
These judgments include: (a) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) evaluating whether the equity holders, as a group, 143 Table of Contents can make decisions that have a significant effect on the economic performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity. • For entities that are determined to be VIEs, the Company consolidates those entities where it has concluded it is the primary beneficiary.
(2) Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-ended funds, and outflows from our liquid credit products.
(2) Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-end products, and outflows from our liquid credit products.
Interest and other income of Consolidated Funds primarily represents the interest earned on assets of consolidated CLOs. Net investment income (loss) of Consolidated Funds . Net investment income (loss) of Consolidated Funds generally measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds.
Interest and other income of Consolidated Funds primarily represents the interest earned on assets of consolidated CLOs. Net investment income of Consolidated Funds . Net investment income of Consolidated Funds generally measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds.
Perpetual Capital includes : (a) assets managed under the strategic advisory services agreement with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other direct lending products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), (e) our closed-end tender offer Carlyle AlpInvest Private Markets (“CAPM”) funds, and (f) certain other structured credit products.
Perpetual Capital includes: (a) assets managed under the strategic advisory services agreement with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other direct lending products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), (e) our closed-end tender offer Carlyle AlpInvest Private Markets (“CAPM”) and Carlyle AlpInvest Private Markets Secondaries (“CAPS”) funds, and (f) certain other structured credit products.
Impairment testing requires the assessment of both qualitative and quantitative factors, including, but not limited to whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts. These assessments require management to make judgements, assumptions and estimates.
Impairment testing requires the assessment of both qualitative and quantitative factors, including, but not limited to whether there has been a significant or adverse change in the business climate that could affect the value of an asset and/or significant or adverse changes in cash flow projections or earnings forecasts. These assessments require management to make judgments, assumptions and estimates.
(6) Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on investment contributions, distributions and unrealized value of the underlying investments, before management fees, expenses and carried interest at the AlpInvest level. 140 Table of Contents (7) Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on investment contributions, distributions and unrealized value of the underlying investments, after management fees, expenses and carried interest.
(6) Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on investment contributions, distributions and unrealized value of the underlying investments, before management fees, expenses and carried interest at the AlpInvest level. 132 Table of Contents (7) Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested capital based on investment contributions, distributions and unrealized value of the underlying investments, after management fees, expenses and carried interest.
The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily generated by investment activity within our funds, and therefore are impacted by our investment pace. See “—Trends Affecting Our Business” for further discussion on our investment activity and broader market trends. 115 Table of Contents Investment income .
The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily generated by investment activity within our funds, and therefore are impacted by our investment pace. See “—Trends Affecting Our Business” for further discussion on our investment activity and broader market trends. 107 Table of Contents Investment income .
While we have consent rights over certain major actions by NGP outside of the ordinary course of NGP’s business (including, for example, consent rights over items such as amendments to the organizational documents of the entity in which we are invested, changes to the management fee streams earned by NGP under its fund agreements, or the incurrence of certain debt by NGP 106 Table of Contents and other similar items), we have no voting rights or consent rights on any NGP investment committee that selects investments to be made by NGP funds.
While we have consent rights over certain major actions by NGP outside of the ordinary course of NGP’s business (including, for example, consent rights over items such as amendments to the organizational documents of the entity in which we are invested, changes to the management fee streams earned by NGP under its fund agreements, or the incurrence of certain debt by NGP and other similar items), we have no voting rights or consent rights on any NGP investment committee that selects investments to be made by NGP funds.
If a change of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes. 3.500% Senior Notes . In September 2019, Carlyle Finance Subsidiary L.L.C. issued $425.0 million of 3.500% senior notes due September 19, 2029 at 99.841% of par. 5.625% Senior Notes .
If a change of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the notes. 3.500% Senior Notes . In September 2019, Carlyle Finance Subsidiary L.L.C. issued $425.0 million of 3.500% senior notes due September 19, 2029 at 99.841% of par. 5.050% Senior Notes .
In the future, we expect that our primary liquidity needs will be to: • provide capital to facilitate the growth of our existing business lines; • provide capital to facilitate our expansion into new, complementary business lines, including acquisitions; • pay operating expenses, including compensation and compliance costs and other obligations as they arise; • fund costs of litigation and contingencies, including related legal costs; • fund the capital investments of Carlyle in our funds; • fund capital expenditures; • repay borrowings and related interest costs and expenses; • pay earn-outs and contingent cash consideration associated with our acquisitions and strategic investments; • pay income taxes, including corporate income taxes; • pay dividends to our common stockholders in accordance with our dividend policy; • repurchase our common stock and pay any associated taxes; and • settle tax withholding obligations in connection with net share settlements of equity-based awards.
In the future, we expect that our primary liquidity needs will be to: • provide capital to facilitate the growth of our existing business lines; • provide capital to facilitate our expansion into new, complementary business lines, including acquisitions; • pay operating expenses, including compensation and compliance costs and other obligations as they arise; • fund costs of litigation and contingencies, including related legal costs; • fund the capital investments in our funds; • fund capital expenditures; • repay borrowings and related interest costs and expenses; • pay earn-outs and contingent cash consideration associated with our acquisitions and strategic investments; • pay income taxes, including corporate income taxes; 137 Table of Contents • pay dividends to our common stockholders in accordance with our dividend policy; • repurchase our common stock and pay any associated taxes; and • settle tax withholding obligations in connection with net share settlements of equity-based awards.
For a discussion of our results for the year ended December 31, 2022 and a comparison of results for the years ended December 31, 2023 and 2022 , see Part II, Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our Annual Report on Form 10-K for the year ended December 31, 2023 , which specific discussion is incorporated herein by reference.
For a discussion of our results for the year ended December 31, 2023 and a comparison of results for the years ended December 31, 2024 and 2023 , see Part II, Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our Annual Report on Form 10-K for the year ended December 31, 2024 , which specific discussion is incorporated herein by reference.
(6) Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all management fees, partnership expenses and carried interest, including current accruals.
(6) Net Internal Rate of Return (“Net IRR”) represents an annualized return on Limited Partner invested capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all management fees, partnership expenses and carried interest, including current accruals.
Our Sources of Liquidity We have multiple sources of liquidity to meet our capital needs, including cash on hand, annual cash flows, accumulated earnings, cash we receive from our notes offerings, and funds from our senior revolving credit facility, which had $1.0 billion of available capacity as of December 31, 2024 .
Our Sources of Liquidity We have multiple sources of liquidity to meet our capital needs, including cash on hand, annual cash flows, accumulated earnings, cash we receive from our notes offerings, and funds from our senior revolving credit facility, which had $1.0 billion of available capacity as of December 31, 2025 .
As of December 31, 2024 , we continue to believe our intangible assets and goodwill are not impaired. Recent Accounting Pronouncements We discuss recent accounting pronouncements in Note 2 , Summary of Significant Accounting Policies , to the consolidated financial statements included in this Annual Report on Form 10-K.
As of December 31, 2025 , we continue to believe our intangible assets and goodwill are not impaired. Recent Accounting Pronouncements We discuss recent accounting pronouncements in Note 2 , Summary of Significant Accounting Policies , to the consolidated financial statements included in this Annual Report on Form 10-K.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included in this Annual Report on Form 10-K. The following discussion includes a comparison of our results for the years ended December 31, 2024 and 2023 .
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included in this Annual Report on Form 10-K. The following discussion includes a comparison of our results for the years ended December 31, 2025 and 2024 .
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair value of these identifiable assets and liabilities is recorded as goodwill. These valuations require management to make significant judgements, assumptions and estimates.
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair value of these identifiable assets and liabilities is recorded as goodwill. These valuations require management to make significant judgments, assumptions and estimates.
Non-GAAP Financial Measures The following tables set forth information in the format used by management when making resource deployment decisions and in assessing performance of our segments. These Non-GAAP financial measures are presented for the years ended December 31, 2024 and 2023 .
Non-GAAP Financial Measures The following tables set forth information in the format used by management when making resource deployment decisions and in assessing performance of our segments. These Non-GAAP financial measures are presented for the years ended December 31, 2025 and 2024 .
(5) Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of management fees, partnership expenses and carried interest.
(5) Gross Internal Rate of Return (“Gross IRR”) represents an annualized return on Limited Partner invested capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of management fees, partnership expenses and carried interest.
(12) For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful but is negative as of reporting period end.
(8) For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful but is negative as of reporting period end.
Our consolidated financial statements have been prepared on substantially the same basis for all historical periods presented; however, the consolidated funds are not the same entities in all periods shown due to changes in fund terms and the creation and termination of funds.
Our consolidated financial statements have been prepared on substantially the same basis for all historical periods presented; however, the C onsolidated Funds are not the same entities in all periods shown due to changes in fund terms and the creation and termination of funds.
The terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in our consolidated financial statements as of December 31, 2024 .
The terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be determined and has not been included in the table above or recorded in our consolidated financial statements as of December 31, 2025 .
(15) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CRP I, CRP II, CRP III, CRP IV, CRP V, CRCP I, CAREP I, CAREP II, CEREP I, CEREP II and CEREP III.
(18) Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and certain other stand-alone investments arranged by us: CRP I, CRP II, CRP III, CRP IV, CRP V, CRCP I, CAREP I, CAREP II, CEREP I, CEREP II, and CEREP III.
There was no net accrued carry balance for MRE as of December 31, 2024. Liquidity and Capital Resources Historical Liquidity and Capital Resources We have historically required limited capital resources to support the working capital and operating needs of our business.
There was no net accrued carry balance for MRE as of December 31, 2025 . Liquidity and Capital Resources Historical Liquidity and Capital Resources We have historically required limited capital resources to support the working capital and operating needs of our business.
See “— Non-GAAP Financial Measures” and “—Segment Analysis” for the amount of realized net performance revenues recognized each period and related discussion. Investment income also represents the realized and unrealized gains and losses on our principal investments, including our investments in Carlyle funds that are not consolida ted, and our strategic investments in NGP as described below.
See “— Non-GAAP Financial Measures” and “—Segment Analysis” for the amount of realized net performance revenues recognized each period and related discussion. Investment income also represents the realized and unrealized gains and losses on our principal investments, including our investments in Carlyle funds that are not consolidated, and our strategic investments in NGP as described below.
Total AUM tends to be a better measure of our investment and fundraising performance as it reflects investments at fair value plus available capital. The table below provides the period to period rollforward of Total AUM.
Total AUM tends to be a better measure of our investment and fundraising performance as it reflects investments at fair value plus available capital. 103 Table of Contents The table below provides the period to period rollforward of Total AUM.
We record investment income (loss) for our equity income allocation from NGP management fee related revenues and our share of any allocated expenses from NGP Management, as well as expenses associated with the compensatory elements of the strategic investment.
We record investment income (loss) for our equity income allocation from NGP management fee related revenues and our share of any allocated expenses from NGP Management, as well as expenses associated with the compensatory elements of the strategic investment and any impairment charges.
Performance Fee Eligible Fair Value is “Performance Fee- Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are treated as fee related performance revenues are excluded from these metrics.
Performance Fee Eligible Fair Value is “Performance Fee- Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are 104 Table of Contents treated as fee related performance revenues are excluded from these metrics.
(9) Includes ASF VIII - SMAs, ACF IX - SMAs, AlpInvest Strategic Portfolio Finance II, AlpInvest Atom Fund, AlpInvest Atom Fund II, all mezzanine investment portfolios, all ‘clean technology’ private equity investment portfolios, all strategic portfolio finance SMAs, and any state-focused investment mandate portfolios.
(9) Includes ASF VIII - SMAs, ACF IX - SMAs, AlpInvest Atom Fund, AlpInvest Atom Fund II, all mezzanine investment portfolios, all ‘clean technology’ private equity investment portfolios, all strategic portfolio finance SMAs, all AlpInvest senior portfolio lending SMAs, and any state-focused investment mandate portfolios.
Contingent Cash Payments For Business Acquisitions and Strategic Investments We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as compensation expense, and are accrued over the service period. If earned, payments are made in the quarter following the 149 Table of Contents performance year to which the payments relate.
Contingent Cash Payments For Business Acquisitions and Strategic Investments We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as compensation expense, and are accrued over the service period. If earned, payments are made in the quarter following the performance year to which the payments relate.
If, at December 31, 2024 , all of the investments held by the Company’s funds were deemed worthless, a possibility that management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be $1.4 billion , on an after-tax basis where applicable, of which approximately $0.5 billion would be the responsibility of current and former senior Carlyle professionals.
If, at December 31, 2025 , all of the investments held by the Company’s funds were deemed worthless, a possibility that management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be $1.5 billion , on an after-tax basis where applicable, of which approximately $0.6 billion would be the responsibility of current and former senior Carlyle professionals.
T ransac tion and portfolio advisory fees generally include capital markets fees generated by Carlyle Global Capital Markets in connection with activities related to the underwriting, issuance and placement of debt and equity securities, and loan syndication for our portfolio companies and third-party clients, which are generally not subject to rebate offsets as described below with respect to our most recent vintages (but are subject to the rebate offsets set forth below for older funds).
Transaction and portfolio advisory fees generally include capital markets fees generated by Carlyle Global Capital Markets in connection with activities related to the underwriting, issuance and placement of debt and equity securities, and loan syndication for our portfolio companies and third-party clients, which are generally not subject to rebate offsets as described below with respect to our most recent vintages (but are subject to the rebate offsets set forth below for older funds).
Any remaining 112 Table of Contents Available Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation. Perpetual Capital .
Any remaining Available Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation. Perpetual Capital .
A substantial majority of these investments is expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $4.2 billion of unfunded commitments to the funds, approximately $3.5 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals, with the balance funded directly by the Company.
A substantial majority of these investments is expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $3.9 billion of unfunded commitments to the funds, approximately $3.2 billion is subscribed individually by senior Carlyle professionals, advisors and other professionals, with the balance funded directly by the Company.
Additionally, in connection with the acquisition of Abingworth, we are entitled to 15% of carried interest generated from certain Abingworth funds. 105 Table of Contents Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below certain return hurdles, which vary from fund to fund.
Additionally, in connection with the acquisition of Abingworth, we are entitled to 15% of carried interest generated from certain Abingworth funds. Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below certain return hurdles, which vary from fund to fund.
(2) Represents all realized proceeds since inception of the fund. (3) Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining escrow values for realized investments. (4) Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
(2) Represents all realized proceeds since inception of the fund. 126 Table of Contents (3) Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining escrow values for realized investments. (4) Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest, divided by cumulative invested capital.
We expect our senior Carlyle professionals and employees to continue to make significant capital contributions to our funds based on their existing commitments, and to make capital commitments to future funds consistent with the level of their historical commitments. We also intend to make investments in our open-end funds and our CLO vehicles.
We expect our senior Carlyle professionals and employees to continue to make significant capital contributions to our funds based on their existing commitments, and to make capital commitments to future funds consistent with the level of their historical commitments. We also intend to make investments in our open-end funds and our 138 Table of Contents CLO vehicles.
For most of our Global Private Equity and Global Investment Solutions carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original investment period for the fund has expired.
For most of our Global Private Equity and Carlyle AlpInvest carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original investment period for the fund has expired.
These obligations are more than offset by the future cash tax savings that we are expected to realize. (7) These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be paid on debt securities issued by the consolidated CLO vehicles.
These obligations are more than offset by the future cash tax savings that we are expected to realize. 141 Table of Contents (7) These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be paid on debt securities issued by the consolidated CLO vehicles.
We expect that general, administrative and other expenses will vary due to infrequently occurring or unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries 107 Table of Contents associated with litigation and contingencies.
We expect that general, administrative and other expenses will vary due to infrequently occurring or unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries associated with litigation and contingencies.
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or tax returns.
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future 144 Table of Contents consequences of events that have been included in the financial statements or tax returns.
Excluded from the performance information shown are: (a) investments that were not originated by AlpInvest (i.e., AlpInvest did not make the original investment decision or recommendation); (b) Direct Investments, which was spun off from AlpInvest in 2005; (c) Carlyle AlpInvest Private Markets (CAPM); and (d) LP co-investment vehicles managed by AlpInvest.
Excluded from the performance information shown are: (a) investments that were not originated by AlpInvest (i.e., AlpInvest did not make the original investment decision or recommendation); (b) Direct Investments, which was spun off from AlpInvest in 2005; (c) Carlyle AlpInvest Private Markets (“CAPM”); (d) Carlyle AlpInvest Private Markets Secondaries (“CAPS”); and (e) LP co-investment vehicles managed by AlpInvest.
GAAP consolidation but were included in the Non-GAAP results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the 120 Table of Contents Non-GAAP results, (iv) the reclassification of NGP performance revenues, which are included in investment income in the U.S.
GAAP consolidation but were included in the Non-GAAP results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the Non-GAAP results, (iv) the reclassification of NGP performance revenues, which are included in investment income in the U.S.
Consolidated Results of Operations The following table and discussion sets forth information regarding our consolidated results of operations for the years ended December 31, 2024 and 2023 .
Consolidated Results of Operations The following table and discussion sets forth information regarding our consolidated results of operations for the years ended December 31, 2025 and 2024 .
We are required to maintain management fee earning assets (as defined in the amended and restated senior revolving credit facility) of at least $126.6 billion and a total leverage ratio of less than 4.0 to 1.0, in each case, tested on a quarterly basis.
We are required to maintain management fee-earning assets (as defined in the amended and restated senior revolving credit facility) of at least $156.9 billion and a total leverage ratio of less than 4.0 to 1.0, in each case, tested on a quarterly basis.
(7) Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all management fees, partnership expenses and carried interest, including current accruals.
(9) Net Internal Rate of Return (“Net IRR”) represents an annualized return on Limited Partner invested capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all management fees, partnership expenses and carried interest, including current accruals.
GAAP financial statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated with certain foreign performance revenues.
GAAP financial statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee 112 Table of Contents revenues in the segment results, and (vi) the reclassification of tax expenses associated with certain foreign performance revenues.
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting interest entity model, the Company consolidates those entities it controls through a majority voting interest. Performance Allocations. As of December 31, 2024 , we had accrued performance allocations of $7.1 billion .
Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting interest entity model, the Company consolidates those entities it controls through a majority voting interest. Performance Allocations. As of December 31, 2025 , we had accrued performance allocations of $7.6 billion .
For funds marked “Neg,” IRR is considered meaningful but is negative as of reporting period end. (9) Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and stand-alone investments arranged by us: SASOF IV, SASOF V, CAPF VII, CICF, CICF II, CAF, and CALF.
For funds marked “Neg,” IRR is considered meaningful but is negative as of reporting period end. (9) Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and stand-alone investments arranged by us: SASOF IV, SASOF V, CAPF VII, CICF, CAF, CALF, CCOF III - Unlevered, and CCOF III PSV.
As of December 31, 2024 and 2023 , the Company had federal, state, local and foreign taxes payable of $46.2 million and $46.9 million, respectively, which is recorded as a component of accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. Net income (loss) attributable to non-controlling interests in consolidated entities .
As of December 31, 2025 and 2024 , the Company had federal, state, local, and foreign taxes payable of $141.4 million and $46.2 million , respectively, which is recorded as a component of accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. Net income (loss) attributable to non-controlling interests in consolidated entities .
(6) Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of management fees, partnership expenses and carried interest.
(7) Gross Internal Rate of Return (“Gross IRR”) represents an annualized return on Limited Partner invested capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of management fees, partnership expenses and carried interest.
As of December 31, 2024 , there were no amounts outstanding under the senior revolving credit facility. The senior revolving credit facility is unsecured.
As of December 31, 2025 , there were no amounts outstanding under the senior revolving credit facility. The senior revolving credit facility is unsecured.
Our Fee-earning AUM is generally based on one of the following, once fees have been activated: (a) the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired and for AlpInvest carry funds during the commitment fee period (see “Fee-earning AUM based on capital commitments” in the table below for the amount of this component at each period); (b) the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co- investment vehicles where the original investment period has expired (see “Fee-earning AUM based on invested capital” in the table below for the amount of this component at each period); (c) the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as defined in the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the quarterly cut-off date; (d) the external investor portion of the net asset value of certain carry funds (see “Fee-earning AUM based on net asset value” in the table below for the amount of this component at each period); (e) the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see “Fee-earning AUM based on fair value and other” in the table below); (f) the gross assets (including assets acquired with leverage), excluding cash and cash equivalents, of one of our business development companies and certain carry funds (included in “Fee-earning AUM based on lower of cost or fair value and other” in the table below); and (g) the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee period has expired and certain carry funds where the investment period has expired, (included in “Fee-earning AUM based on lower of cost or fair value and other” in the table below). 109 Table of Contents The chart below presents Fee-earning AUM by segment at each period, in billions.
Our Fee-earning AUM is generally based on one of the following, once fees have been activated : (a) the amount of limited partner capital commitments, generally for carry funds where the original investment period has not expired and for AlpInvest carry funds during the commitment fee period (see “Fee-earning AUM based on capital commitments” in the table below for the amount of this component at each period); (b) the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co- investment vehicles where the original investment period has expired (see “Fee-earning AUM based on invested capital” in the table below for the amount of this component at each period); 100 Table of Contents (c) the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as defined in the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the quarterly cut-off date; (d) the external investor portion of the net asset value of certain carry funds and evergreen products (see “Fee-earning AUM based on net asset value” in the table below for the amount of this component at each period); (e) the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see “Fee-earning AUM based on fair value and other” in the table below); (f) the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending products , excluding cash and cash equivalents for one of our business development companies (included in “Fee- earning AUM based on fair value and other” in the table below); and (g) the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee period has expired and certain carry funds where the investment period has expired, (included in “Fee-earning AUM based on fair value and other” in the table below).
Principal amounts outstanding under the amended and restated revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or similar benchmark rate for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per annum ( 5.43% at December 31, 2024 ).
Principal amounts outstanding under the amended and restated revolving credit facility accrue interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or similar benchmark rate for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50% per annum ( 4.79% at December 31, 2025 ).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. 156 Table of Contents
We minimize our risk exposure by limiting the counterparties with which we enter into contracts to banks and investment banks who meet established credit and capital guidelines. 148 Table of Contents
The proportion of our management fees that are based on NAV is dependent on the number and types of investment funds in existence and the current stage of each fund’s life cycle. Effect on Performance Allocations Performance allocations reflect revenue primarily from carried interest on our carry funds.
The proportion of our management fees that are based on NAV is dependent on the number and types of investment funds in existence and the current stage of each fund’s life cycle. 146 Table of Contents Effect on Performance Allocations Performance allocations reflect revenue primarily from carried interest on our carry funds.
In addition, the terms of the governing agreements with respect to certain of our carry funds provide that the management fee base will be reduced when the 154 Table of Contents aggregate fair market value of a fund’s investments is below its cost.
In addition, the terms of the governing agreements with respect to certain of our carry funds provide that the management fee base will be reduced when the aggregate fair market value of a fund’s investments is below its cost.
We do not have any interest rate swaps in place for these borrowings. 155 Table of Contents Based on our debt obligations payable as of December 31, 2024 , we estimate that interest expense relating to variable rates would increase by approximately $2.9 million on an annual basis in the event interest rates were to increase by one percentage point.
We do not have any interest rate swaps in place for these borrowings. 147 Table of Contents Based on our debt obligations payable as of December 31, 2025 , we estimate that interest expense relating to variable rates would increase by approximately $3.5 million on an annual basis in the event interest rates were to increase by one percentage point.
We estimate that as of December 31, 2024 , if there was a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar, the impact on our consolidated results of operations for the year then ended would be as follows: (a) fund management fees would decrease by $54.7 million, (b) performance allocations would decrease by $2.6 million, and (c) immaterial to principal investment income.
We estimate that as of December 31, 2025 , if there was a 10% decline in the rate of exchange of all foreign currencies against the U.S. dollar, the impact on our consolidated results of operations for the year then ended would be as follows: (a) fund management fees would decrease by $60.5 million, (b) performance allocations would decrease by $27.0 million, and (c) principal investment income would increase by $1.5 million.
The table below shows the remaining fair value: Remaining Fair Value (Dollars in millions) Global Private Equity $ 122,964 Global Credit $ 174,494 Global Investment Solutions $ 59,806 Exchange Rate Risk Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies.
The table below shows the remaining fair value: Remaining Fair Value (Dollars in millions) Global Private Equity $ 124,800 Global Credit $ 191,995 Carlyle AlpInvest $ 72,399 Exchange Rate Risk Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movements in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies.
The following table summarizes the incremental impact, including our Consolidated Funds, of a 10% change in total remaining fair value by segment as of December 31, 2024 on our performance allocations revenue: 10% Increase in Total Remaining Fair Value 10% Decrease in Total Remaining Fair Value (Dollars in millions) Global Private Equity $ 2,089.2 $ (2,745.4) Global Credit 202.4 (308.6) Global Investment Solutions 377.5 (382.0) Total $ 2,669.1 $ (3,436.0) The effect of the variability in performance allocations revenue would be in part offset by performance allocation related compensation.
The following table summarizes the incremental impact, including our Consolidated Funds, of a 10% change in total remaining fair value by segment as of December 31, 2025 on our performance allocations revenue: 10% Increase in Total Remaining Fair Value 10% Decrease in Total Remaining Fair Value (Dollars in millions) Global Private Equity $ 2,030.7 $ (2,797.7) Global Credit 245.6 (287.7) Carlyle AlpInvest 448.0 (505.9) Total $ 2,724.3 $ (3,591.3) The effect of the variability in performance allocations revenue would be in part offset by performance allocation related compensation.

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