DEF 14A of Carlyle Group Inc., Apr 23, 2026

DEF 14A of Carlyle Group Inc.

Filed Apr 23, 2026 · FY20250001527166-26-000017

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | | | | | Mr. Conway is a Co-Founder and Co-Chairman of the Board. Mr. Conway was appointed to our Board of Directors effective July 18, 2011. Previously, Mr. Conway served as our Interim Chief Executive Officer, Co-Chief Executive Officer, and Chief Investment Officer. Prior to forming Carlyle in 1987, Mr. Conway was the Senior Vice President and Chief Financial Officer of MCI Communications Corporation (“MCI”). Mr. Conway was a Vice President and Treasurer of MCI from 1981 to 1984. Mr. Conway is a board member of the John Carroll Society and former Chairman of the Board of Trustees of Johns Hopkins Medicine and a former trustee and Vice Chairman of the Board of Trustees of the Catholic University of America. He previously served as chairman and/or director of several public and private companies in which Carlyle had significant investment interests. Mr. Conway received his BA from Dartmouth College and his MBA in finance from The University of Chicago Booth School of Business. | | | WILLIAM E. CONWAY, JR. Co-Founder and Co-Chairman of the Board Age: 76 Director Since: 2011 | | | | | Qualifications: Mr. Conway is a co-founder of our firm and has played an integral role in its successful growth since our founding in 1987. Over nearly four decades, he has developed a distinctive and deeply informed understanding of our business, which the Board believes is invaluable to Carlyle and its shareholders. | Committees: •None Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Senior Executive and Corporate Governance |

  3. DIRECTOR NOMINEES

    | | | | | | Mr. Rubenstein is a Co-Founder and Co-Chairman of the Board. He was appointed to our Board of Directors effective July 18, 2011. Previously, Mr. Rubenstein served as Co-Chief Executive Officer of Carlyle. Mr. Rubenstein is a Baltimore native and is the Chairman, CEO, and principal owner of Major League Baseball’s Baltimore Orioles. Prior to forming Carlyle in 1987, Mr. Rubenstein practiced law in Washington, D.C. with Shaw, Pittman, Potts & Trowbridge LLP (now Pillsbury Winthrop Shaw Pittman LLP). From 1977 to 1981, Mr. Rubenstein was Deputy Assistant to the President for Domestic Policy. From 1975 to 1976, he served as Chief Counsel to the U.S. Senate Judiciary Committee’s Subcommittee on Constitutional Amendments. From 1973 to 1975, Mr. Rubenstein practiced law in New York with Paul, Weiss, Rifkind, Wharton & Garrison LLP. Mr. Rubenstein has served on the board of Moderna, Inc. since August 2024. Among other philanthropic endeavors, Mr. Rubenstein is Chairman of the Boards of the Council on Foreign Relations, the National Gallery of Art, the Economic Club of Washington, and the University of Chicago; a Trustee of Memorial Sloan-Kettering Cancer Center, the Institute for Advanced Study, the Brookings Institution, and the World Economic Forum; an Emeritus Trustee of Johns Hopkins Medicine; and a Director of the American Academy of Arts and Sciences. Mr. Rubenstein is a member of the American Philosophical Society, Business Council, Harvard Global Advisory Council, Madison Council of the Library of Congress, Board of Dean’s Advisors of the Business School at Harvard, Advisory Board of the School of Economics and Management at Tsinghua University, and Board of the World Economic Forum Global Shapers Community. Mr. Rubenstein is a magna cum laude graduate of Duke University, where he was elected Phi Beta Kappa. Following Duke, Mr. Rubenstein graduated from the University of Chicago Law School, where he was an editor of the Law Review. | | | DAVID M. RUBENSTEIN Co-Founder and Co-Chairman of the Board Age: 76 Director Since: 2011 | | | | | Qualifications: Mr. Rubenstein is a co-founder of our firm and has been instrumental in driving its successful growth since our inception in 1987. Over the course of his tenure, he has cultivated a deep, differentiated understanding of our business, which the Board views as a significant asset to Carlyle and its shareholders. | Committees: •None Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Government, Public Policy, and Regulatory Affairs; Senior Executive and Corporate Governance |

  4. DIRECTOR NOMINEES

    | CARLYLE | Proxy Statement 2026 | 9 |

  5. DIRECTOR NOMINEES

    | | | | | | Mr. D’Aniello is a Co-Founder and Chairman Emeritus of Carlyle. He has served on our Board of Directors since the Board’s inception on July 18, 2011, serving as Chairman from 2012 until January 1, 2018. Prior to forming Carlyle in 1987, Mr. D’Aniello was the Vice President for Finance and Development at Marriott Corporation for eight years. Before joining Marriott, Mr. D’Aniello was a financial officer at PepsiCo, Inc. and Trans World Airlines. Mr. D'Aniello served in the United States Navy from 1968 through 1971 during which time he was a Distinguished Naval Graduate of Officer Candidate School, Newport R.I.; a Supply Officer (LTJG) aboard the USS Wasp (CVS 18); and in 2016, Mr. D'Aniello was awarded the designation of Lone Sailor by the U.S. Navy Memorial Foundation. Mr. D’Aniello is Chairman of the American Enterprise Institute; Co-Chairman of the Institute for Veterans and Military Families; Chairman of the Wolf Trap Foundation of the Performing Arts; an Advisor to the John Templeton Foundation; a founding Trustee of the Lumen Institute; and a Lifetime Member of the Board of Trustees of Syracuse University, a member of the Chancellor’s Council and the Corporate Advisory Council to the Martin J. Whitman School of Management. Mr. D’Aniello previously served as chairman and/or director of several private and public companies in which Carlyle had significant investment interests. Mr. D’Aniello is a 1968 magna cum laude graduate of Syracuse University, where he was a member of Beta Gamma Sigma, and a 1974 graduate of the Harvard Business School, where he was a Teagle Foundation Fellow. | | | DANIEL A. D’ANIELLO Co-Founder and Chairman Emeritus Age: 79 Director Since: 2011 | | | | | Qualifications: Mr. D’Aniello is a co-founder of our firm and has played an integral role in its successful growth since our founding in 1987. Over his decades of service, he has gained a deep and differentiated understanding of our business, which the Board regards as a significant asset to Carlyle and its shareholders. | Committees: •None Skills and Experience: •Accounting and Finance; Brand and Marketing; Financial Services; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Sustainability |

  6. DIRECTOR NOMINEES

    | | | | | | Mr. Schwartz is the Chief Executive Officer of Carlyle and member of the Board of Directors. He has served in such capacity since February 15, 2023, and is based in New York. Mr. Schwartz formerly worked at Goldman Sachs from 1997 to 2018, with his last position being President and Co-Chief Operating Officer. He also held numerous senior leadership positions, including Chief Financial Officer and Global Co-Head of the Securities Division. Mr. Schwartz started his career at J. B. Hanauer & Co., and then moved to First Interregional Equity Corporation. In 1989, he joined Citigroup, where he worked in the firm's credit training program and developed a specialty in structuring commodity derivatives. Mr. Schwartz serves on the board of One Mind, a nonprofit that accelerates collaborative research and advocacy to enable all individuals facing brain health challenges to build healthy, productive lives. Mr. Schwartz previously served on the board of Sofi Technologies, Inc. from May 2021 through November 2024. He is involved in a range of investment and philanthropic endeavors that include a focus on mental health and developing future business leaders, including women and young people seeking a career in finance. Mr. Schwartz earned his BA from Rutgers University, where he is a member of the university’s Board of Governors and its Hall of Distinguished Alumni. He received his MBA from Columbia University. | | | HARVEY M. SCHWARTZ Chief Executive Officer and Director Age: 62 Director Since: 2023 | | | | | Qualifications: Mr. Schwartz is a widely respected business builder with extensive leadership experience at high-performing, complex global financial institutions. He is also a seasoned operator with a demonstrated ability to develop and lead high-performing talent. | Committees: •None Skills and Experience: •Accounting and Finance; Branding and Marketing; Financial Services; Global Perspective; Government, Public Policy, and Regulatory Affairs; Risk Management and Compliance; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Technology and/or Cybersecurity |

  7. DIRECTOR NOMINEES

    | 10 | CARLYLE | Proxy Statement 2026 |

  8. DIRECTOR NOMINEES

    | | | | | | Ms. Beschloss was appointed to our Board of Directors effective May 1, 2024. Ms. Beschloss is an economist, a leader in sustainable investing, and founder and CEO of RockCreek, one of the world’s largest women-owned investment firms. Previously, she was Managing Director and partner at The Carlyle Group from 2001 to 2003. As the World Bank’s Treasurer and Chief Investment Officer, she led the Bank’s investments, balance sheet management, ratings, borrowings, and innovations in financial products and in technology. Prior to this, she led the World Bank’s investments and policy work in the renewable energy, power, and infrastructure sectors, notably pioneering investments in natural gas, wind, and solar energy. Previously, she worked in corporate finance at JP Morgan. Ms. Beschloss has advised various governments, central banks, and regulatory agencies on financial policy and energy policy. She serves on the boards of trustees of the Council on Foreign Relations, the Rockefeller Foundation and National Geographic where she chairs their Investment Committees, Georgetown University, and the PBS Foundation where she serves as chair. She was recognized by Carnegie Corporation in their “Great Immigrants, Great Americans 2020” list, received the Robert F. Kennedy Human Rights Ripple of Hope Award and the Institutional Investor Lifetime Achievement Award, and has been listed among the “Most Powerful Women in Banking” by American Banker. She is the co-author of The Economics of Natural Gas (Oxford University Press) and author of numerous journal articles on innovations in finance, energy economics, and renewable energy investing. Ms. Beschloss holds an MPhil (Honors) in Economics from the University of Oxford, where she taught international trade and economic development. | | | AFSANEH BESCHLOSS Independent Director Age: 70 Director Since: 2024 | | | | | Qualifications: Ms. Beschloss has extensive investment, economic, and international experience, including in the financial and energy policy areas, and also brings significant foreign affairs and government expertise. | Committees: •None Skills and Experience: •Financial Services; Global Perspective; Government, Public Policy, and Regulatory Affairs; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Sustainability; Technology and/or Cybersecurity |

  9. DIRECTOR NOMINEES

    | CARLYLE | Proxy Statement 2026 | 11 |

  10. DIRECTOR NOMINEES

    | | | | | | Ms. Cherwoo was appointed to our Board of Directors effective June 1, 2023, and is a member of the Audit Committee. Ms. Cherwoo spent her entire, nearly 40-year career at Ernst & Young (“EY”), a global accounting firm, with a specialized industry focus on private equity, financial services, health care, and emerging disruptive technologies, across diverse industries. Most recently, she served as EY’s Americas Intelligent Automation Leader and Partner, a role in which she spearheaded and founded the company’s intelligent automation strategy focused on robotic process automation (“RPA”) and artificial intelligence (“AI”), leading to talent development and transformation. She led and built a billion-dollar, market-leading digital transformation business, and worked with global clients and teams across diverse industries in more than 20 countries. During her EY tenure, Ms. Cherwoo also served as a Senior Advisory Partner in EY’s Private Equity practice group, from 2009 and served financial services clients as a Global Client Service Partner and Global Tax Account Leader, from 1991. From 2001 to 2004, Ms. Cherwoo served as the founding Chief Executive Officer of EY’s Global Shared Services operations in Bangalore, India, which was EY’s first global offshoring center for client-facing operations. Ms. Cherwoo currently serves on the board of World Kinect Corporation and is a former board member of Doma Holdings Inc. and World Quantum Growth Acquisition Corporation. In addition, Ms. Cherwoo has been an Executive in Residence at Columbia Business School since 2023, a member of the Advisory Board of Land O’Lakes Inc. from 2020 to 2025, a Board Director of Tax Analysts since 2020, a board member of the National Association of Corporate Directors – New York Chapter since 2021, and a member of the Board of Trustees of International House of New York since 2008 and a member of the Investment Committee of the Rockefeller Brothers Fund since 2025. Ms. Cherwoo is a Certified Public Accountant and holds a B.Sc. in Accounting as Valedictorian from Sacred Heart University in Fairfield, Connecticut. Ms. Cherwoo has also attended Executive Education programs at Harvard Business School for Strategic Leadership for EY Partners and at Northwestern University, Kellogg School of Management. | | | SHARDA CHERWOO Independent Director Age: 67 Director Since: 2023 | | | | | Qualifications: Ms. Cherwoo had a distinguished career as a senior partner at EY and brings extensive knowledge and expertise in the private equity, financial services, and health care industries. | Committees: •Audit Committee Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Sustainability; Technology and/ or Cybersecurity |

  11. DIRECTOR NOMINEES

    | | | | | | Ms. Filler was appointed to our Board of Directors effective April 1, 2022, and is a member of the Nominating and Governance Committee. Ms. Filler retired as President of Retail Products, Chief Marketing Officer, and Chief Merchandising Officer at Walgreen Co. in 2017. Prior to Walgreen Co, Ms. Filler served in Executive Vice President roles at Walmart and at Kraft Foods. Prior to Kraft, Ms. Filler served a long tenure at Hanesbrands, including Group CEO roles of its largest branded apparel businesses. Ms. Filler is Lead Independent Director at Danaher Corporation, where she has served as a Director since 2004. She serves as Chair of the Nominating & Governance Committee and on the Science & Technology Committee. Ms. Filler also serves as Chair of Veralto Corporation, and on its Compensation Committee. Ms. Filler earned an MBA from Harvard Business School and an MS from the University of North Texas. | | | LINDA H. FILLER Independent Director Age: 66 Director Since: 2022 | | | | | Qualifications: Ms. Filler has extensive experience in senior management roles and deep expertise in marketing, branding, and corporate strategy, as well as experience serving as a lead independent director at large, global businesses. | Committees: •Nominating and Corporate Governance Committee Skills and Experience: •Accounting and Finance; Branding and Marketing; Global Perspective; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Sustainability |

  12. DIRECTOR NOMINEES

    | 12 | CARLYLE | Proxy Statement 2026 |

  13. DIRECTOR NOMINEES

    | | | | | | Ms. Fitt was appointed to our Board of Directors effective May 2, 2012, and is the Chairperson of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. Ms. Fitt served as Secretary (CEO) of the Royal Academy of Arts in London from October 2002 to March 2005. Prior to that, Ms. Fitt was a partner with Goldman Sachs & Co. Ms. Fitt is currently a director of Ciena Corporation (where she serves as Chair of the Board and is a member of the Nominating and Governance Committee) and The Progressive Corporation (where she serves as Chairperson, and serves on the Investment and Capital Committee and as chair of the Nominating and Governance Committee). Ms. Fitt is a former director of Micro Focus International, ARM Holdings PLC, and Thomson Reuters. She is also a trustee or director of several not-for-profit organizations including the Goldman Sachs Foundation. Ms. Fitt earned her AB in history at Brown University and her MBA from the Darden School of the University of Virginia. | | | LAWTON W. FITT Independent Director Age: 72 Director Since: 2012 | | | | | Qualifications: Ms. Fitt has an extensive financial services background and a distinguished career at Goldman Sachs in investment banking and risk analysis, bringing unique insight into the operation of global capital markets. | Committees: •Audit Committee •Compensation Committee •Nominating and Corporate Governance Committee (Chair) Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management |

  14. DIRECTOR NOMINEES

    | | | | | | Mr. Hance is an Operating Executive of Carlyle and a member of our Board of Directors. Mr. Hance was appointed to our Board of Directors effective May 2, 2012. Mr. Hance joined Carlyle in November 2005 as an Operating Executive and has worked primarily in our Global Credit segment and the financial services sector. Prior to joining Carlyle in 2005, Mr. Hance served as Vice Chairman of Bank of America from 1993 until his retirement on January 31, 2005 and served as Chief Financial Officer from 1988 to 2004. Prior to joining Bank of America, Mr. Hance spent 17 years with Price Waterhouse (now Pricewaterhouse Coopers LLP). Mr. Hance is currently a director of Acuity Brands Inc. (where he serves as the Lead Independent Director and on the Compensation Committee). Mr. Hance is a former director of Ford Motor Company, Sprint Nextel Corporation, Morgan Stanley, Duke Energy Corporation, Cousins Properties, Parkway, Inc. and Bank of America Corporation. Mr. Hance serves as Emeritus Trustee on the Board of Trustees at Washington University in St. Louis. Mr. Hance graduated from Westminster College and received an MBA from Washington University in St. Louis. He is a Certified Public Accountant. | | | JAMES H. HANCE, JR. Operating Executive and Director Age: 81 Director Since: 2012 | | | | | Qualifications: Mr. Hance brings an invaluable perspective drawn from his extensive senior leadership experience in the financial services industry, including his tenure as Chief Financial Officer of Bank of America Corporation. He also offers deep familiarity with our business and operations gained through his service as an Operating Executive of Carlyle, which the Board believes enhances its oversight of the firm’s financial, strategic, and risk-related matters. | Committees: •None Skills and Experience: •Accounting and Finance; Financial Services; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Sustainability; Technology and/ or Cybersecurity |

  15. DIRECTOR NOMINEES

    | CARLYLE | Proxy Statement 2026 | 13 |

  16. DIRECTOR NOMINEES

    | | | | | | Mr. Ordan was appointed to our Board of Directors effective April 1, 2022, serves as our Lead Independent Director, and is a member of the Compensation and Nominating and Corporate Governance Committees. Mr. Ordan served as Executive Chair of Pediatrix Medical Group, a physician-led healthcare organization, from January 1, 2023 through January 10, 2025, when he was appointed to his current position of Chairman and Chief Executive Officer. Mr. Ordan formerly served as Chief Executive Officer of Pediatrix Medical Group from July 2020 through December 2022. Prior to joining Pediatrix Medical Group, Mr. Ordan founded and served as Chief Executive Officer of Quality Care Properties after serving as founding Chief Executive Officer of Washington Prime Group. Mr. Ordan has held a number of CEO roles including at Sunrise Senior Living, The Mills Corporation, and Balducci’s, and was founder and CEO of Fresh Fields Markets, which he later merged with Whole Foods Markets. Mr. Ordan is a member of the executive committee of the board of the U.S. Chamber of Commerce. Mr. Ordan received his BA from Vassar College, and his MBA from Harvard Business School. He serves on the board of Holton-Arms School. | | | MARK S. ORDAN Lead Independent Director Age: 67 Director Since: 2022 | | | | | Qualifications: Mr. Ordan has extensive leadership experience from serving as the CEO of multiple companies, giving him considerable operational expertise, as well as valuable perspective from his prior service on other public company boards. | Committees: •Compensation Committee •Nominating and Corporate Governance Committee Skills and Experience: •Accounting and Finance; Branding and Marketing; Financial Services; Global Perspective; Government, Public Policy, and Regulatory Affairs; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management |

  17. DIRECTOR NOMINEES

    | | | | | | Mr. Rice was appointed to our Board of Directors effective March 8, 2021, and is a member of the Audit and Compensation Committees. Mr. Rice served as executive vice president of CVS Health and President of CVS Caremark, the pharmacy benefits management business of CVS Health, from March 2018 to February 2020. Previously, he held various executive positions at Eli Lilly and Company, most recently executive vice president of Global Services and chief financial officer from 2006 to 2017. Mr. Rice is currently a director of Bristol-Meyers Squibb Company (where he serves on the Audit Committee and the Compensation and Management Development Committee), Target Corporation (where he serves on the Audit and Finance Committee and the Infrastructure and Investment Committee) and The Walt Disney Company (where he serves on the Audit Committee). Mr. Rice received his Bachelor of Science degree in Electrical and Electronics Engineering from Kettering University and an MBA from Indiana University. | | | DERICA W. RICE Independent Director Age: 61 Director Since: 2021 | | | | | Qualifications: Mr. Rice has extensive experience overseeing complex, global business operations and possesses deep knowledge of a wide range of financial and accounting matters, developed over his distinguished career at CVS Health and Eli Lilly and Company. He also brings significant experience as a director of large, global businesses, which enhances the Board’s oversight of our strategy and performance. | Committees: •Audit Committee •Compensation Committee Skills and Experience: •Accounting and Finance; Branding and Marketing; Global Perspective; Government, Public Policy, and Regulatory Affairs; Risk Management and Compliance; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Sustainability |

  18. DIRECTOR NOMINEES

    | 14 | CARLYLE | Proxy Statement 2026 |

  19. DIRECTOR NOMINEES

    | | | | | | Mr. Shaw was appointed to our Board of Directors effective May 2, 2012, and is the Chairperson of the Audit Committee. Mr. Shaw was the Vice Chairman of Marriott International, Inc. until his retirement in March 2011. Prior to becoming Vice Chairman of Marriott, Mr. Shaw served as President and Chief Operating Officer of Marriott from 1997 until 2009. Mr. Shaw joined Marriott in 1974 and held various positions, including Corporate Controller, Corporate Vice President, Senior Vice President-Finance, Treasurer, Chief Financial Officer, Executive Vice President and President of Marriott Service Group. Prior to joining Marriott, Mr. Shaw worked at Arthur Andersen & Co. Mr. Shaw is Chairman of the Board of Directors of Marriott Vacations Worldwide Corporation, a Director of DiamondRock Hospitality (where he serves as Chairman of the Audit Committee and serves on the Compensation Committee and Nominating and Corporate Governance Committee) and is a former member of the Board of Trustees of three funds in the American Family of mutual funds from 2009 to 2015. Mr. Shaw serves on the Board of Trustees of the University of Notre Dame. Mr. Shaw graduated from the University of Notre Dame and received an MBA from Washington University in St. Louis. | | | WILLIAM J. SHAW Independent Director Age: 80 Director Since: 2012 | | | | | Qualifications: Mr. Shaw has an extensive financial background and significant public company operating and management experience, developed over his distinguished career in various senior leadership roles at Marriott. | Committees: •Audit Committee (Chair) Skills and Experience: •Accounting and Finance; Global Perspective; Risk Management and Compliance; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management; Technology and/or Cybersecurity |

  20. DIRECTOR NOMINEES

    | | | | | | Mr. Welters was appointed to our Board of Directors effective October 27, 2015, and is the Chairperson of the Compensation Committee, as well as a member of the Nominating and Corporate Governance Committee. He is Founder, Chairman and CEO of CINQCARE Inc., a physician-led, community-based ambulatory care delivery system that delivers whole person care in the home, whenever possible. He is Executive Chairman of the BlackIvy Group, an organization focused on building and growing commercial enterprises in Sub-Saharan Africa, and Chairman of Somatus, Inc., a value-based kidney care company. Mr. Welters founded AmeriChoice in 1989 and upon acquisition by UnitedHealth Group (UHG) in 2002, joined UHG serving as Senior Adviser to the Office of the CEO, Executive Vice President and Member of the Office of the CEO, retiring in 2016. He currently serves on the public boards of Loews Corporation and Gilead Sciences, Inc. Mr. Welters is Trustee Emeritus of Morehouse School of Medicine Board of Trustees, Chairman Emeritus of the Board of New York University School of Law, Vice Chairman of the Board of New York University, a Trustee of NYU Langone Medical Center, and a founding member of the National Museum of African American History and Culture. | | | ANTHONY WELTERS Independent Director Age: 71 Director Since: 2015 | | | | | Qualifications: Mr. Welters has extensive entrepreneurial and operating expertise, as well as strong familiarity with board responsibilities, oversight, and control, gained through his significant experience serving on the boards of directors of various public companies. | Committees: •Compensation Committee (Chair) •Nominating and Corporate Governance Committee Skills and Experience: •Global Perspective; Senior Executive and Corporate Governance; Succession Planning and Human Capital Management |

  21. DIRECTOR NOMINEES

    | CARLYLE | Proxy Statement 2026 | 15 |

  22. AUDIT COMMITTEE REPORT

    | | Mr. Schwartz is the Chief Executive Officer of Carlyle and member of the Board of Directors. He has served in such capacity since February 15, 2023, and is based in New York. Mr. Schwartz formerly worked at Goldman Sachs from 1997 to 2018, with his last position being President and Co-Chief Operating Officer. He also held numerous senior leadership positions, including Chief Financial Officer and Global Co-Head of the Securities Division. Mr. Schwartz started his career at J. B. Hanauer & Co., and then moved to First Interregional Equity Corporation. In 1989, he joined Citigroup, where he worked in the firm's credit training program and developed a specialty in structuring commodity derivatives. Mr. Schwartz serves on the board of One Mind, a nonprofit that accelerates collaborative research and advocacy to enable all individuals facing brain health challenges to build healthy, productive lives. Mr. Schwartz previously served on the board of Sofi Technologies, Inc. from May 2021 through November 2024. He is involved in a range of investment and philanthropic endeavors that include a focus on mental health and developing future business leaders, including women and young people seeking a career in finance. Mr. Schwartz earned his BA from Rutgers University, where he is a member of the university’s Board of Governors and its Hall of Distinguished Alumni. He received his MBA from Columbia University. | | Harvey M. Schwartz Chief Executive Officer and Director Age: 62 | |

  23. AUDIT COMMITTEE REPORT

    | | Mr. Jenkins is the Co-President and Head of Global Credit & Insurance of Carlyle. He is a member of the Leadership Committee and is based in New York. Mr. Jenkins joined Carlyle in 2016. Prior to joining Carlyle, Mr. Jenkins was a Senior Managing Director at Canada Pension Plan Investment Board (“CPPIB”) and led the Global Private Investment group. He was Chair of the Credit Investment Committee and Chair of the Private Investments Committee and also managed the Portfolio Value Creation group. While at CPPIB, Mr. Jenkins founded CPPIB Credit Investments, a multi-strategy platform making direct principal credit investments. He also led CPPIB’s acquisition and oversight of Antares Capital and the subsequent expansion in middle market lending. Prior to CPPIB, he was Managing Director, Co-Head of Leveraged Finance Origination and Execution for Barclays Capital in New York. Before Barclays, Mr. Jenkins worked for 11 years at Goldman Sachs in senior positions within the Fixed Income and Financing groups in New York. Mr. Jenkins is member of the Board of Directors of Fortitude Re. Mr. Jenkins previously served on the Boards of Directors of Wilton Re, Teine Energy, Antares Capital, Merchant Capital Solutions, Carlyle Secured Lending, Inc., Carlyle Credit Solutions, Inc., and Carlyle Secured Lending III. Mr. Jenkins earned a B.Comm degree from Queen’s University. | | Mark Jenkins Co-President and Head of Global Credit & Insurance Age: 59 | |

  24. AUDIT COMMITTEE REPORT

    | | Mr. Nedelman is the Co-President and Global Head of Client Business of Carlyle. He is a member of the Leadership Committee and New Products Committee and is based in New York. In his role, Mr. Nedelman leads the global investor relations team and oversees global distribution across the firm’s three business segments, with a focus on both the institutional and global wealth channels. Mr. Nedelman joined Carlyle in 2023. Prior to joining Carlyle, he was a Partner and Senior Managing Director at Certares from 2020 to 2023. At Certares, he was a member of the Investment Committee and Management Committee of Certares Management LLC, as well as a member of the Investment Committee and Management Committee of the CK Opportunities Fund. Before Certares, Mr. Nedelman spent over 25 years at Goldman Sachs, most recently as the Co-Chief Operating Officer of Global Equities, where he played a lead role expanding the firm’s financing and execution products and services. He was a member of the Firmwide Client and Business Standards Committee and the Securities Division Executive Committee. Previously, he was Global Head of Prime Services, which included the Prime Brokerage, Clearing (GSEC), and Futures businesses. Prior to that, he was the Head of Americas Equity Sales. Mr. Nedelman received a BA from UC Berkeley and an MBA from the Kellogg School of Management at Northwestern University. | | Jeff Nedelman Co-President and Global Head of Client Business Age: 59 | |

  25. AUDIT COMMITTEE REPORT

    | | Mr. Redett is the Co-President and Head of Global Private Equity of Carlyle. He is based in New York. Mr. Redett joined Carlyle in 2007 as an Investor on the Global Financial Services team. He formerly served as the Chief Financial Officer and Head of Corporate Strategy from October 2023 to 2025, the sole Head of Global Financial Services from 2020 to September 2023, and the Co- Head of Global Financial Services from 2016 to 2020. Mr. Redett is a 25-year veteran of the financial services industry and has been deeply involved in the operations and management of many financial services businesses during his career. He has led or been a key contributor to some of Carlyle’s significant investments across various subsectors of financial services, including Duff & Phelps, TCW, BankUnited, Hilb Group, EPIC, DBRS, Central Pacific Bank, CFGI, Sedgwick, PIB Group, Ignyte and JenCap. He currently serves on the boards of directors for Hilb Group and Captrust. Prior to joining Carlyle, Mr. Redett worked at Goldman Sachs from 2005 to 2007, and JPMorgan from 2000 to 2005. He received an MBA from New York University and a BS from the University of Colorado. | | John C. Redett Co-President and Head of Global Private Equity Age: 58 | |

  26. AUDIT COMMITTEE REPORT

    | | Ms. LoBue is the Chief Operating Officer of Carlyle. She is based in New York. Ms. LoBue is a member of Carlyle’s Leadership and Operating Committees. Previously, she was Deputy COO of Carlyle from February 2024 to June 2024. Prior to that, Ms. LoBue spent over 20 years at Goldman Sachs, most recently as an Advisory Director working across global divisions on strategic growth initiatives. Before that, Ms. LoBue was a Partner in the Global Markets division, responsible for leading and managing client-facing businesses in a variety of areas. She managed the firm’s Investment Grade Corporate Bond sales team, founded and led the Credit Products Group, and drove the revenue growth of the firm’s Structured Products, Relative Value and Solutions, and Credit Derivatives franchise efforts. Prior to joining Goldman Sachs, Ms. LoBue was a Structured Products Salesperson and CMBS Research Analyst at J.P. Morgan. Ms. LoBue was also the founder of Greenback Labs, a platform that focused on advancing emerging ideas and businesses by working with entrepreneurs to validate business ideas and execute growth strategies. Ms. LoBue is a Board Member of Enel Finance Americas, the financing arm within the Enel Group, and she is a member of the Board of Regents at Boston College. Ms. LoBue has an MBA in Finance and Marketing from NYU, and a Bachelor of Science in Marketing and Psychology from Boston College. | | Lindsay P. LoBue Chief Operating Officer Age: 51 | |

  27. AUDIT COMMITTEE REPORT

    | | Mr. Plouffe is the Chief Financial Officer of Carlyle and is a member of the Risk Committee and Capital Markets Oversight Committee. He is based in New York. Mr. Plouffe joined Carlyle in 2007 and has focused on investing across Carlyle’s credit strategies and driving growth initiatives for the Global Credit platform. He has served as a Portfolio Manager for several cross-platform credit strategies, including Carlyle Tactical Private Credit Fund (“CTAC”), and on various Global Credit investment committees. He has also served as the President and Chief Executive Officer of Carlyle’s affiliated Business Development Companies, Carlyle Secured Lending, Inc. (“CSL”) and Carlyle Credit Solutions, Inc. (“CARS”) and as the Chief Executive Officer of TCG Capital Markets L.L.C., Carlyle’s SEC-registered broker/dealer affiliate. He previously served on the boards of directors of CTAC, CSL, CARS, and Carlyle Secured Lending III. Mr. Plouffe has overseen new issuances of collateralized loan obligations, led acquisitions of corporate credit management platforms, served as a portfolio manager for structured credit investments, developed proprietary portfolio management analytics, and negotiated a wide variety of financing facilities. Prior to joining Carlyle, Mr. Plouffe was an attorney at Ropes & Gray LLP. He also has served as a Clerk on the U.S. Court of Appeals for the First Circuit and as a Legislative Assistant to a U.S. Congressman. Mr. Plouffe received his undergraduate degree from Princeton University and a JD from Columbia Law School, where he was an editor of The Columbia Law Review. He is a CFA Charterholder and holds Series 7, 24, 57, 63, 79, and 99 licenses. | | Justin V. Plouffe Chief Financial Officer Age: 49 | |

  28. AUDIT COMMITTEE REPORT

    | | Mr. Ferguson is the General Counsel of Carlyle. He is based in Washington, DC. Mr. Ferguson joined Carlyle in 1999. In his capacity as the global General Counsel of Carlyle, he serves as the head of the firm’s legal and compliance functions. He is also a member of Carlyle’s Leadership, Operating, and Risk Committees. Prior to joining Carlyle, Mr. Ferguson worked as an attorney with Latham & Watkins and Vinson & Elkins. Mr. Ferguson received his law degree from University of Virginia School of Law in 1991. He also received an undergraduate degree in political science from University of Virginia, where he was a member of Phi Beta Kappa. Mr. Ferguson is a member of the bars of the District of Columbia and Virginia. | | Jeffrey W. Ferguson General Counsel Age: 60 | |

  29. CD&A Highlights

    | SHAREHOLDER ENGAGEMENT ON EXECUTIVE COMPENSATION | 44 | COMPENSATION GOVERNANCE PRACTICES | 60 | | | | •Risk Mitigation | | | COMPENSATION PHILOSOPHY | 45 | •Insider Trading Policies and Procedures | | | COMPENSATION DECISION-MAKING PROCESS | 46 | •Hedging and Pledging | | | •Compensation Decisions | | •Clawback Policies | | | •Compensation Consultant | | •Executive Stock Ownership Guidelines | | | •Review of Reference Companies | | •Perquisites | | | COMPENSATION ELEMENTS | 48 | •Tax and Accounting Considerations | | | •Overview of Compensation Elements | | •Policies and Practices Related to the Timing of Equity Awards | | | •Base Salary | | | | | •Annual Cash Performance Awards | | | | | •Long-Term Equity Awards | | | | | •Other 2025 Compensation Opportunities | | | |

  30. Compensation Highlights

    | WHAT WE DO: | | | Align pay with firm performance and shareholder interests, including through use of RSUs and PSUs Large majority of compensation is variable, and the majority is delivered in equity Long-term incentive awards are denominated and settled in equity Regularly engage with shareholders as part of our year-round, proactive engagement Engage an independent compensation consultant that works directly for our Compensation Committee and does no work for management Incentive compensation is subject to a clawback policy that cover financial restatements, with one policy extending beyond the mandates of the Dodd-Frank Act and including recoupment upon detrimental activity | Require our executive officers to own a minimum value of shares of our common stock and retain a portion of certain RSU and PSU awards for a fixed minimum period following vesting Hold an annual Say-on-Pay vote and disclose response to shareholder feedback Perform an annual compensation risk assessment For our CEO’s Sign-On PSU Award, full vesting requires both 110% stock price appreciation over the 5-year performance period and relative total shareholder return (“TSR”) performance at the 60th percentile versus S&P 500 Financials Index constituent companies Require a qualifying termination of employment following a change in control of Carlyle in order for any such change in control to trigger accelerated vesting rights | | WHAT WE DO NOT DO: | | | No excise tax “gross-up” payments in the event of a change in control No tax “gross-up” payment in perquisites for named executive officers No defined benefit plan pension benefits for executive officers No short sales or derivative transactions in our equity or hedging our common stock, and we generally prohibit pledging of our stock absent prior approval | No dividends paid in cash on unvested equity awards Do not count unvested PSUs or unexercised stock options toward satisfaction of stock ownership guidelines No repricing of underwater stock options No changes to performance targets for legacy performance-vesting awards |

  31. Compensation Mix and Pay-for-Performance Incentive Strategy

    Compensation Mix and Pay-for-Performance Incentive Strategy Our executive compensation program is driven by our pay-for-performance incentive strategy, which is reflected through our use of annual performance bonuses and long-term incentives. Due to the structure of his RSU and PSU awards, Mr. Schwartz did not receive any long-term incentive awards in 2025. Accordingly, the chart below shows the mix of compensation for 2025, as reported in the Summary Compensation Table, for our named executive officers other than our CEO. This compensation mix reflects our pay-for-performance incentive strategy which, as discussed further below under “Shareholder Engagement on Executive Compensation,” we believe is favored by our shareholders and which has been further reinforced through our Stock Price Appreciation PSU Award Program.

  32. Compensation Mix and Pay-for-Performance Incentive Strategy

    We believe our pay-for-performance incentive strategy is driving value creation for our shareholders. Over the past three years, we have achieved a TSR of 119%, and an annualized TSR of 30%. The chart below shows our stock price as of the last trading day of each month over the past three calendar years, which resulted in the corresponding achievement of stock price targets for Mr. Schwartz’s Sign-On PSU Award and the PSUs granted under the Stock Price Appreciation PSU Award Program, as noted below. We believe this momentum is an indication that our awards are working as intended and creating long-term value for our shareholders and other stakeholders.

  33. Our Response to Shareholder Feedback

    Our Response to Shareholder Feedback Given the breadth of our engagement, discussions covered a wide range of topics, with priorities varying by shareholder. With respect to executive compensation, most shareholders expressed support for our overall program, particularly the PSU awards granted under the Stock Price Appreciation PSU Award Program in 2024 and 2025 and Mr. Schwartz’s Sign‑On PSU Award, which we designed to incentivize the achievement of rigorous stock price targets while promoting the retention of our key senior leaders.

  34. Compensation Philosophy

    | PAY-FOR- PERFORMANCE | | ALIGNMENT | | BALANCE | | Establish a clear relationship between performance and compensation | | Align short-term and long-term incentives with our business, our shareholders and our fund investors | | Provide competitive incentive opportunities, with an appropriate balance between short-term and long-term incentives | | | | | | | | BUSINESS GOALS AND OBJECTIVES | | | | | | We seek to incentivize our named executive officers and other senior leaders to achieve our goals and objectives and to execute and deliver strong financial results for all our shareholders and other stakeholders. We believe that a key to achieving our goals and objectives is an organized, unbiased approach to compensation that is transparent and agile in response to our business needs and an evolving economy and industry. | | | | |

  35. Total Stock Return versus Benchmarks

    Total Stock Return versus Benchmarks

  36. Total Stock Return versus Benchmarks

    | 1-Year TSR | 2-Year TSR | 3-Year TSR |

  37. Carlyle vs. S&P 500

    In addition, our Compensation Committee also strives to ensure that our senior leaders are aligned with our shareholders. Certain of our senior leaders have been promoted from prior roles in leading our business segments, where equity incentive awards were not a significant component of their compensation, as their prior incentives were tied more closely to the results in the business segments they were leading. In these cases, our Compensation Committee has strived to provide long-term equity awards that will align the interests of our leaders with our shareholders, with time-vesting requirements to ensure continued retention and, in the case of our PSUs, performance-vesting requirements that require strong firm-wide performance. Our Compensation Committee is also mindful of the industry in which we compete for talent and the need to maintain a compensation program that effectively attracts and retains talent. Our Compensation Committee works closely with its

  38. Compensation Consultant

    Compensation Consultant Pay Governance has been engaged by the Compensation Committee to serve as its independent compensation consultant. In 2025, Pay Governance provided comparative market compensation data in order to provide a general understanding of current compensation practices, information on best practices and trends, and modeling of various alternative compensation structures, and performed a relative realizable pay and performance analysis for our Chief Executive Officer’s compensation.

  39. Compensation Elements

    Compensation Elements The primary elements of our compensation program for our named executive officers are generally base salary, annual performance bonuses, and long-term incentives, including the ownership of restricted stock units (“RSUs”). We periodically review the compensation of our key employees, including our named executive officers and, from time to time, we may implement new plans or programs or otherwise make changes to the compensation structure relating to current or future key employees.

  40. Cash and Long-Term Equity Incentives

    Cash and Long-Term Equity Incentives

  41. Cash and Long-Term Equity Incentives

    | Compensation Element | | CEO | Other NEOs | Purpose and Alignment | | Cash | Base Salary | | | Provides a base compensation floor. Not intended to be a significant element of compensation. | | | Annual Performance Bonus | | | Rewards achievement of key strategic and financial priorities. | | Long-Term Equity Awards | Annual/ Discretionary Time- Vesting RSUs | | | Generally awarded annually based on prior year performance. Aligns our NEOs with our shareholders through share ownership. Promotes continued retention of our NEOs. | | | Bonus Deferral Program RSUs | | | Converts a portion of the annual performance bonus otherwise payable in cash to an RSU award vesting over 3 years. Further drives alignment between our NEOs and our shareholders by promoting share ownership. | | | Stock Price Appreciation Program PSUs | | | Drives stock price appreciation by linking vesting to rigorous stock price appreciation targets over a period of three to four years. Designed based on the feedback received from shareholders and further aligns our NEOs with our shareholders. | | 2023 CEO Sign-On Awards | Sign-On PSUs | | | Granted in connection with Mr. Schwartz’s hiring in February 2023. Aligns the interests of our CEO with those of our shareholders. With respect to the Sign-On PSUs, drives both stock price appreciation over 5 years and strong relative performance, with 110% appreciation and superior outperformance relative to the constituent companies in the S&P 500 Financial Index required for full vesting. | | | Sign-On RSUs | | | |

  42. Annual Cash Performance Awards

    Annual Cash Performance Awards

  43. Annual Performance Bonus Opportunity

    Annual Performance Bonus Opportunity

  44. Chief Executive Officer Annual Performance Bonus Opportunity and Determination Process

    Chief Executive Officer Annual Performance Bonus Opportunity and Determination Process Pursuant to the terms of Mr. Schwartz’s Employment Agreement, for each calendar year during the term of his employment, he is eligible for an annual performance bonus with a target value of 300% of his base salary (a target value of $3,000,000 for 2025), and with a maximum value equal to 200% of his target opportunity (for a maximum opportunity of $6,000,000 for 2025). The amount of any bonus paid to Mr. Schwartz is not guaranteed but rather determined based on the level of attainment of Company financial performance and individual performance measures. For Mr. Schwartz’s annual performance bonus opportunity for 2025, the Compensation Committee determined that 50% would be determined formulaically based on Carlyle’s achievement of certain financial performance measures, with 25% tied to certain FRE targets, with goals set at the threshold (50% of target payout), target (100% of target payout) and maximum (200% of target payout) levels of performance, and an additional 25% tied to FRE margin achievement, with the objective to maintain stable margins while investing in target growth areas. For the remaining 50% of Mr. Schwartz’s annual performance bonus opportunity for 2025, the Compensation Committee determined that it would be based on the Compensation Committee’s evaluation of Mr. Schwartz’s performance as measured against the objectives of (1) continued progress in target growth areas, including expansion of the wealth platform, (2) continued focus on client and shareholder outreach and engagement, (3) continued focus on a disciplined capital allocation strategy, and (4) continued progress on organizational development initiatives, including the further integration of new leaders and institutionalizing firm operations and processes, evaluated on a scale of 0-200%. In January 2026, the Compensation Committee evaluated performance as described above and determined that Mr. Schwartz’s final weighted achievement factor was 200% and awarded an annual performance bonus to Mr. Schwartz of $6,000,000. The Compensation Committee’s evaluation of each component comprising the final weighted achievement factor is set forth on page 51 under “Chief Executive Officer Performance Bonus.” Mr. Schwartz’s annual performance bonus for 2026 will be determined based on his level of attainment of financial and individual performance measures, including those related to the achievement of financial metrics, operating excellence, leadership, strategic planning and organizational design, continued scaling of high growth platforms to drive durable shareholder value, and other similar measures as determined by the Compensation Committee.

  45. Other NEOs Annual Performance Bonus Opportunity and Determination Process

    Other NEOs Annual Performance Bonus Opportunity and Determination Process With respect to the annual performance bonus for our other NEOs, our Compensation Committee reviewed comparative market compensation data provided by its independent compensation consultant and overall firm, investment fund, and individual performance, and considered the recommendations of Mr. Schwartz, in determining the annual performance bonuses for 2025. For the full-year ended December 31, 2025, U.S. GAAP results included income before provision for income taxes of $1.2 billion and a margin on income before provision for income taxes of 24.3%. As announced in February 2024, we updated our employee compensation program to further enhance alignment across all our shareholders and other stakeholders. The Compensation Committee considered our record performance in 2025 in making such annual performance bonus determinations:

  46. Other NEOs Annual Performance Bonus Opportunity and Determination Process

    | 50 | CARLYLE | Proxy Statement 2026 |

  47. Other NEOs Annual Performance Bonus Opportunity and Determination Process

    Please see “Other Named Executive Officer Annual Performance Bonuses” for an overview of the individuals accomplishments the Compensation Committee considered in making the annual performance bonus determinations for our other NEOs, and the amount of the annual performance bonuses for our other NEOs for 2025.

  48. Bonus Deferral Program

    Bonus Deferral Program As part of our realigned compensation program that we announced in February 2024, we again implemented a Bonus Deferral Program for annual performance bonuses for 2025, pursuant to which a portion of annual performance bonuses was mandatorily paid in the form of a grant of RSUs, with the amount of such deferral determined on a graduated basis, resulting in employees receiving higher annual performance bonuses having a greater proportion of such bonuses deferred in the form of a grant of RSUs. The Bonus Deferral Program generally applied to all of our employees receiving annual performance bonuses for 2025 over $175,000, except where there are contractual commitments otherwise (including for Mr. Schwartz). This was the third year of implementing our Bonus Deferral Program. By paying a portion of annual performance bonuses in the form of RSU grants, our employees are aligned with our shareholders and incentivized to drive stock price appreciation and create value for our shareholders, while achieving the objectives of our realigned compensation program. The application of the Bonus Deferral Program to 2025 annual performance bonuses resulted in 31.8% of the annual performance bonus for each of Mr. Redett and Ms. LoBue being deferred in the form of RSUs, and 19.5% of the annual performance bonus for Mr. Ferguson being deferred in the form of RSUs. Bonus Deferral Program RSUs for 2025 annual performance bonuses were granted to Messrs. Redett and Ferguson and Ms. LoBue on February 1, 2026, and will be eligible to vest in three equal installments on February 1 of 2027, 2028, and 2029, generally subject to continued employment on each date. The grant date fair value of the Bonus Deferral Program RSU awards will be reflected as stock awards for 2026 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2026 table in our Proxy Statement for our 2027 Annual Meeting of Shareholders. We may determine to pay a different percentage of annual performance bonuses in the form of RSUs under the Bonus Deferral Program in future years.

  49. Bonus Deferral Program

    | CARLYLE | Proxy Statement 2026 | 51 |

  50. Chief Executive Officer Performance Bonus

    Chief Executive Officer Performance Bonus

  51. Chief Executive Officer Performance Bonus

    | | | Harvey M. Schwartz Chief Executive Officer and Director | | | | 2025 Annual Performance Bonus | | | | | Overall Achievement Rating: | 200% | | | | Annual Performance Bonus: | $6,000,000 | |

  52. Chief Executive Officer Performance Bonus

    | | | Financial Performance Metrics Evaluation | | | | | | Target Bonus Weight and Bonus Objective | | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Achievement Rating | Weighted Payout | | | FRE | | | | 200% | 50% | | | FRE Margin— maintain stable margins while investing in target growth areas | | | | 200% | 50% |

  53. Chief Executive Officer Performance Bonus

    | | Qualitative Performance Metrics Evaluation | | | | Target Bonus Weight and Bonus Objective | Performance Factors Considered | Achievement Rating | Weighted Payout | | Individual Performance Measures | Continued progress in target growth areas, including expansion of the wealth platform •Achieved nearly 12% FRE growth in 2025. •Continued growth and diversification of the firm’s revenue streams with Global Credit and Carlyle AlpInvest accounting for 55% of firmwide FRE in 2025, up from 46% in 2024. •Increased fundraising from the wealth channel to 15% of Carlyle’s annual fundraising, representing a 4% year-over-year increase. •Generated $100 million in management fees from evergreen products in 2025, a 75% year-over-year increase, and launched four new evergreen products. •Produced a record level of transaction fees ($201 million) in 2025, up 42% year-over-year. •Continued momentum and innovation in our insurance business with inflows of $9.6 billion in 2025, driven by two reinsurance block transactions and fundraising for a new Asia side car. | 200% | 100% |

  54. Chief Executive Officer Performance Bonus

    | 52 | CARLYLE | Proxy Statement 2026 |

  55. Chief Executive Officer Performance Bonus

    | Target Bonus Weight and Bonus Objective | Performance Factors Considered | | Achievement Rating | Weighted Payout | | | Continued focus on client and shareholder outreach and engagement •Drove elevated client engagement with executives, interacting directly with hundreds of limited partners through direct meetings, diligence events, conferences, and bespoke Carlyle-hosted forums with a focus on key fundraising relationships. •Oversaw total inflows of $53 billion in 2025 (well in excess of original target of approximately $40 billion). •Continued to build on extensive public shareholder engagement efforts in the United States and globally, with in-person shareholder meetings following quarterly earnings calls and participation in key conferences, including the Goldman Sachs Financial Services Conference and Bernstein Annual Strategic Decisions Conference, among others. | | | | | | Continued focus on disciplined capital allocation strategy •Managed stock dilution to effectively 0% during 2025. •Oversaw investment of seed capital for new strategies to drive revenue growth, including new wealth products in Global Private Equity (CPEP) and Carlyle AlpInvest (CAPS), in addition to other strategic initiatives such as the Carlyle AlpInvest Collateralized Fund Obligation and ongoing activity in the CLO business. •Directed opportunistic offering of $800 million in senior notes with strong demand resulted in favorable terms to solidify the firm’s balance sheet and capital available to fund growth. •Oversaw disciplined management of capital allocation, resulting in an FRE margin of 47% in 2025 (up from 46% in 2024). | | | | | | Continued progress on organizational development initiatives, including the further integration of new leaders and institutionalizing firm operations and processes •Introduced three Co-Presidents, Mark Jenkins, Jeff Nedelman, and John Redett, to advance the firm’s strategic priorities, drive investment performance, and deliver for clients and stakeholders around the world. •Promoted Justin Plouffe to Chief Financial Officer, Megan Starr to Chief People Officer, Michael Wand to Head of EMEA Investments, and Admiral James Stavridis to Vice Chair, strengthening firmwide leadership to navigate an increasingly complex geopolitical and macroeconomic environment and deliver tailored solutions to our stakeholders. •Elevated new regional investment heads to deepen strategic leadership expertise, strengthen local decision-making, and accelerate investment across core global markets. •Directed a firmwide efficiency effort, overseeing the transformation of manual processes through automation. •Invested in the simplification and digitization of investor onboarding, delivering an exceptional customer experience, reducing costs, managing risk more efficiently, and providing a scalable solution. | | | | | | Final Weighted Achievement Factor: | | | 200% | | | | Mr. Schwartz 2025 Annual Performance Bonus: | $6,000,000 | |

  56. Chief Executive Officer Performance Bonus

    | CARLYLE | Proxy Statement 2026 | 53 |

  57. Other Named Executive Officer Annual Performance Bonuses

    Other Named Executive Officer Annual Performance Bonuses

  58. Other Named Executive Officer Annual Performance Bonuses

    | | John C. Redett Co-President and Former Chief Financial Officer | | | | | | 2025 Annual Performance Bonus: | $2,500,000 | | | | Cash Portion: | $1,705,000 | | | | RSU Deferral Portion: | $795,000 | | Delivered Record Financial Performance and Strengthened Balance Sheet and Shareholder Return Framework •Helped drive record Fee Related Earnings of approximately $1.2 billion (up ~12% year-over-year) and record FRE Margin of 47% (up 100 bps from 2024). Distributable Earnings of $1.7 billion or $4.02 per share was up 10% year- over-year supported by operating leverage, disciplined expense management, and growth in fee-related revenues. •Supported growth in management fees and fee-related revenues through fundraising execution, product expansion, and activation of new strategies, contributing to increased earnings visibility and quality. The portion of our FRE from Global Credit and Carlyle AlpInvest increased to 55% in 2025, up from 34% just two years ago. •Led capital allocation initiatives, including the issuance of $800 million of senior unsecured notes in September 2025, enhancing liquidity and extending the firm’s maturity profile, while also supporting ongoing share repurchases and dividends to shareholders. Strengthened the balance sheet to $15 per share of net cash, investments, and net accrued performance revenues as of the end of 2025. •Led the strategic development of the $2 billion share repurchase program which commenced in early 2026, while maintaining financial flexibility for key growth initiatives. Oversight of Fundraising, Asset Growth, and Platform Expansion •Helped drive $53.7 billion of inflows in 2025 and growth in assets under management to $477 billion, reflecting continued investor demand and confidence in Carlyle’s diversified platform. •Played a central role in the successful close of Carlyle’s largest-ever secondaries fund, significantly expanding the firm’s recurring management fee base and enhancing earnings visibility. Enhanced Shareholder and Investor Engagement Strategy •Enhanced investor transparency and market confidence through leadership on earnings calls and presentations at major investor conferences. •Continued to direct Carlyle’s year-round shareholder engagement efforts in support of the best-performing stock of 2025 among Carlyle’s direct alternative asset manager peers. Succession Planning and Leadership •Assisted in the identification and successful and seamless transition of Justin Plouffe as a successor to the Chief Financial Officer position. •Embraced the use and implementation of artificial intelligence to enhance efficiencies in the firm’s finance function. | | | |

  59. Other Named Executive Officer Annual Performance Bonuses

    | 54 | CARLYLE | Proxy Statement 2026 |

  60. Other Named Executive Officer Annual Performance Bonuses

    | | Lindsay P. LoBue Chief Operating Officer | | | | | | 2025 Annual Performance Bonus: | $2,500,000 | | | | Cash Portion: | $1,705,000 | | | | RSU Deferral Portion: | $795,000 | | Oversaw Firmwide Strategy, Leadership, and Governance •Continued to oversee firmwide strategy and governance in close partnership with the CEO, CFO, and other senior leaders, serving as a key member of the management team. •Drove execution against the firm’s strategic priorities, ensuring alignment across businesses and functions. •Led coordination and operations of key firmwide initiatives, driving cross-functional execution and alignment across businesses and functions while advancing growth initiatives, new product development, and operational efficiency. •Maintained oversight of core corporate and business functions including Human Capital Management, Global Technology & Solutions, Corporate Affairs, Global Research, and Bank and Financial Institutions, ensuring delivery against strategic priorities. •Chaired the Operating Committee and played an active role across key governance forums, including the Leadership, Risk, New Products and Distribution, and Technology Investment Committees. •Continued to serve as a visible and engaged leader across the firm, representing senior management at global town halls, employee resource group events, and other key forums to reinforce culture and values. Strengthened Platform Efficiency and Operational Excellence •Drove firmwide initiatives to create operating leverage and scale, with a strong focus on automation and process optimization across both operational and client-facing workflows. •Launched and led cross-functional working groups to identify, prioritize, and implement automation opportunities, improving efficiency, reducing manual processes, and enhancing scalability across the platform. •Advanced enhancements to employee security, client engagement, and service delivery through targeted investments in technology, controls, and streamlined processes. •Oversaw the firm’s global real estate and workforce optimization strategy, aligning footprint, capacity, and ways of working to support growth, efficiency, and evolving business needs. Advanced the Firm’s High-Conviction Growth Priorities •Championed high-conviction growth opportunities across the firm, including advancing the firm’s AI strategy by promoting investment, accelerating adoption, and embedding AI-driven capabilities across key business and operational workflows. •Oversaw the firm’s technology strategy, balancing disciplined risk management with targeted investment to modernize infrastructure, enhance capabilities, and support scalable growth. •Strengthened the wealth channel by enhancing operational infrastructure, improving client experience, and ensuring the platform is positioned to support continued expansion and increased demand. •Partnered closely with high-growth businesses to assess and address their evolving operational needs, tailoring and scaling the firm’s operating model to ensure each is supported by efficient, resilient, and forward-looking capabilities. •Drove firmwide operating efficiency initiatives, including optimizing organizational structures and identifying opportunities to expand shared services, improving scalability and cost effectiveness. | | | |

  61. Other Named Executive Officer Annual Performance Bonuses

    | CARLYLE | Proxy Statement 2026 | 55 |

  62. Other Named Executive Officer Annual Performance Bonuses

    | | Jeffrey W. Ferguson General Counsel | | | | | | 2025 Annual Performance Bonus: | $1,000,000 | | | | Cash Portion: | $805,000 | | | | RSU Deferral Portion: | $195,000 | | Oversaw Global Legal and Compliance Team •Oversaw the Company’s global Legal and Compliance team, providing strategic counsel and guidance to senior management and firm leaders on a wide range of legal, regulatory, and governance matters. •Ensured the Company’s operations remained aligned with applicable laws and regulatory expectations across all jurisdictions. •Directed the fund formation legal team, which delivers the legal framework and guidance for launching and managing investment funds across the Company’s three global business segments, supporting product innovation and growth. •Provided strategic leadership on complex legal and regulatory issues affecting both the global investment advisory business and the Company’s obligations as a public entity. Led Firm Governance, Stewardship, and Risk Management •Advanced the Company’s global compliance and risk management frameworks, ensuring ongoing responsiveness to an increasingly complex regulatory environment. •Strengthened governance practices through consistent oversight and stewardship initiatives designed to promote accountability, transparency, and ethical conduct firm-wide. •Managed the firm’s global litigation strategy and corporate insurance program, overseeing several favorable litigation outcomes in 2025 that protected and enhanced shareholder value. •Partnered closely with the Chief Financial Officer and Chief Operating Officer to identify and execute initiatives that delivered greater efficiency, operational alignment, and cost-effectiveness within the Legal and Compliance function. On December 5, 2025, we announced that Mr. Ferguson had decided to retire as General Counsel in 2026. We have commenced a search for Mr. Ferguson’s successor, and Mr. Ferguson will remain with the Company as a Senior Advisor following the appointment of a successor in order to ensure a smooth transition. | | | |

  63. Long-Term Equity Awards

    Long-Term Equity Awards Long-term equity awards are a foundation of our executive compensation program. The majority of the compensation for our NEOs in any year is generally composed of equity awards, which provides for alignment between the interests of our NEOs and the interests of our shareholders. The following sets forth a summary of the PSU awards granted pursuant to our Stock Price Appreciation PSU Award Program in 2025 to Ms. LoBue and Mr. Redett, as well as RSU awards granted to Messrs. Redett and Ferguson and Ms. LoBue during 2025 (in respect of 2024 performance), and the RSU awards granted to Messrs. Redett and Ferguson and Ms. LoBue during 2026 (in respect of 2025 performance).

  64. Stock Price Appreciation PSU Award Program

    Stock Price Appreciation PSU Award Program

  65. Driving Alignment Between Senior Management Team and Shareholders

    Driving Alignment Between Senior Management Team and Shareholders The Stock Price Appreciation PSU Award Program was designed based on the overwhelmingly positive feedback we received from our shareholders on the design of the Sign-On PSUs that were awarded to Mr. Schwartz in 2023, which incentivized the achievement of absolute stock price targets over a long-term performance period. Like the Sign-On PSUs, the PSU awards under this program are structured such that the applicable NEOs will receive value only if we deliver meaningful value for our shareholders over a long-term performance period. As described below, if the rigorous absolute stock price targets established for the applicable PSUs are not achieved, the PSUs will not vest. Based on shareholder feedback regarding furthering alignment between our NEOs and our shareholders, these PSU awards were granted in lieu of the One-Year Performance- Vesting RSU awards we granted in prior years. The Compensation Committee viewed these PSU awards as important to align the senior management team with our shareholders, further incentivize long-term shareholder value creation, and reward outstanding performance.

  66. February 2025 PSU Award

    February 2025 PSU Award Ms. LoBue received an award of 281,796 PSUs on February 6, 2025, with a three-year performance period beginning February 6, 2025 and ending on (and including) February 6, 2028. The number of PSUs awarded to Ms. LoBue was determined as the quotient of $15 million divided by the volume weighted average trading price for a share of our common stock for the 30-trading day period ending on the day prior to the grant date (i.e., $53.23 for the 30-trading day period beginning December 20, 2024 and ending February 5, 2025). These PSUs are eligible to vest in three equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of absolute stock price hurdles of $63.91, $74.56, and $85.22. These absolute stock price hurdles are deemed achieved when the average closing price for a share of our common stock over a period of 30 consecutive trading days (beginning and ending during the performance period) is equal to or greater than the associated hurdle. In addition, each tranche of the PSUs is also subject to a time-based vesting condition requiring minimum service periods of one year, two years, and three years. If the performance condition for a tranche of the PSUs is achieved prior to achievement of the corresponding minimum service period, then such tranche will remain outstanding and will vest on the applicable anniversary of the grant date. If the minimum service period for a tranche of the PSUs is achieved prior to achievement of the corresponding performance condition, then the tranche will remain outstanding and eligible to vest on the first of the following dates to occur following the achievement of the corresponding performance condition(s), subject to continued service through such date: February 6, May 1, August 1, and November 1. The first stock price target for this PSU award was achieved on September 16, 2025, and such PSUs vested on February 6, 2026. If any of these PSUs do not vest by February 6, 2028, such PSUs will be forfeited for no consideration. The PSUs include certain termination-related vesting provisions, as described in further detail under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control.” The grant date fair value of this award is reflected as a stock award for 2025 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2025 table.

  67. February 2025 PSU Award to Ms. LoBue

    February 2025 PSU Award to Ms. LoBue

  68. February 2025 PSU Award to Ms. LoBue

    | Minimum Service Periods | | | | 1 year | 2 years | 3 years | | | | PSU Tranche 3 $85.22 | | | PSU Tranche 2 $74.56 | | | PSU Tranche 1 $63.91 Target achieved: 9/16/25 Vested: 2/6/26 | | |

  69. February 2025 PSU Award to Ms. LoBue

    | CARLYLE | Proxy Statement 2026 | 57 |

  70. December 2025 PSU Awards

    December 2025 PSU Awards On December 17, 2025, Mr. Redett received an award of 550,965 PSUs and Ms. LoBue received an award of 183,655 PSUs, with a four-year performance period beginning December 17, 2025 and ending on (and including) December 17, 2029. The number of PSUs awarded to Mr. Redett and Ms. LoBue was determined as the quotient of $30 million and $10 million, respectively, divided by the volume weighted average trading price for a share of our common stock for the 30-trading day period ending on the day prior to the grant date (i.e., $54.45 for the 30-trading day period beginning November 4, 2025 and ending December 16, 2025). These PSUs are eligible to vest in three equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of absolute stock price hurdles of $62.54, $65.26, and $69.00. These absolute stock price hurdles are deemed achieved when the average closing price for a share of our common stock over a period of 30 consecutive trading days (beginning and ending during the performance period) is equal to or greater than the associated hurdle. In addition, each tranche of the PSUs is also subject to a time-based vesting condition requiring minimum service periods of two years, three years, and four years, respectively. If the performance condition for a tranche of the PSUs is achieved prior to achievement of the corresponding minimum service period, then such tranche will remain outstanding and will vest on the applicable anniversary of the grant date. If the minimum service period for a tranche of the PSUs is achieved prior to achievement of the corresponding performance condition, then the tranche will remain outstanding and eligible to vest on the first of the following dates to occur following the achievement of the corresponding performance condition(s), subject to continued service through such date: May 1, August 1, November 1, and December 17. In designing these PSU awards and determining the associated stock price targets, our Compensation Committee sought to set targets that would require strong and sustained performance to ensure alignment with our shareholders while also incentivizing the continued retention of our senior leaders as we execute on our strategic priorities, including achievement of the 2028 financial and operating targets announced at our Shareholder Update in February 2026. Our Compensation Committee believes the structure of these December 2025 PSU awards appropriately balances these considerations. Achievement of all of these stock price targets will require a period of sustained all-time high stock price performance, while ensuring the continued retention of our senior leaders for a four-year period (which is one year longer than the performance period for prior Stock Price Appreciation Program PSU awards, and with no portion of the award vesting sooner than two years following the grant date). If any of these PSUs do not vest by December 17, 2029, such PSUs will be forfeited for no consideration. The PSUs include certain termination-related vesting provisions, as described in further detail under “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control.” The grant date fair value of these awards are reflected as stock awards for 2025 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2025 table.

  71. December 2025 PSU Awards

    | Minimum Service Periods | | | | 2 years | 3 years | 4 years | | | | PSU Tranche 3 $69.00 | | | PSU Tranche 2 $65.26 | | | PSU Tranche 1 $62.54 | | |

  72. 2025 RSU Grants (2024 Performance) – Other Named Executive Officers

    2025 RSU Grants (2024 Performance) – Other Named Executive Officers As part of our 2024 year-end compensation program, on February 1, 2025, we awarded annual time-vesting RSU grants to each of Messrs. Redett and Ferguson and Ms. LoBue based on their 2024 performance, leadership, overall responsibilities, and expected future contributions to the firm’s success, as well as RSUs under our Bonus Deferral Program, which reflected a mandatory deferral of their annual performance bonuses for 2024. The target value of each such award is set forth below, with

  73. 2025 RSU Grants (2024 Performance) – Other Named Executive Officers

    | 58 | CARLYLE | Proxy Statement 2026 |

  74. 2025 RSU Grants (2024 Performance) – Other Named Executive Officers

    the actual number of RSUs granted determined based on the volume weighted average trading price for a share of our common stock for the 10-trading day period ending on the day prior to the grant date (i.e., $56.33 for the 10-trading day period beginning January 17, 2025 and ending January 31, 2025). The grant date fair value of these awards are reflected as stock awards for 2025 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2025 table.

  75. 2025 RSU Grants (2024 Performance) – Other Named Executive Officers

    | Name | Target Value of Time-Vesting RSUs | Target Value of 2024 Bonus Deferral RSUs | | John Redett | $14,500,000 | $995,000 | | Lindsay LoBue | $4,500,000 | $595,000 | | Jeffrey Ferguson | $3,500,000 | $195,000 |

  76. 2025 ANNUAL TIME-VESTING RSUs

    2025 ANNUAL TIME-VESTING RSUs

  77. 2025 ANNUAL TIME-VESTING RSUs

    | Grant Date | February 1, 2025 | | Terms | The annual time-vesting RSUs are eligible to vest 40% on August 1, 2026, 30% on August 1, 2027, and 30% on August 1, 2028, subject to the applicable named executive officer’s continued employment through each applicable vesting date. |

  78. 2024 BONUS DEFERRAL RSUs

    2024 BONUS DEFERRAL RSUs

  79. 2024 BONUS DEFERRAL RSUs

    | Grant Date | February 1, 2025 | | Terms | The 2024 Bonus Deferral RSUs are eligible to vest in equal installments of 1/3 on each of the first three anniversaries of the applicable grant date, subject to the applicable named executive officer’s continued employment through each applicable vesting date. |

  80. 2026 RSU Grants (2025 Performance) – Other Named Executive Officers

    2026 RSU Grants (2025 Performance) – Other Named Executive Officers As part of our 2025 year-end compensation program, in February 2026, we awarded annual time-vesting RSU grants to Messrs. Redett and Ferguson and Ms. LoBue based on their 2025 performance (as set forth above under “Other Named Executive Officer Annual Performance Bonuses”), leadership, overall responsibilities, and expected future contribution to the firm’s success. The Bonus Deferral RSUs granted to Messrs. Redett and Ferguson and Ms. LoBue in February 2026 in respect of their 2025 annual performance bonuses are discussed above under “Other Named Executive Officer Annual Performance Bonuses.” The target value of each such award is set forth below, with the actual number of RSUs granted determined based on the volume weighted average trading price for a share of our common stock for the 10-trading day period ending on the day prior to the grant date (i.e., $61.32 for the 10-trading day period beginning January 16, 2026 and ending January 30, 2026). The grant date fair value of these awards will be reflected as stock awards for 2026 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2026 table in our Proxy Statement for our 2027 Annual Meeting of Shareholders, to the extent applicable.

  81. 2026 RSU Grants (2025 Performance) – Other Named Executive Officers

    | Name | Target Value of Time-Vesting RSUs | | John Redett | $16,800,000 | | Lindsay LoBue | $7,000,000 | | Jeffrey Ferguson | $1,500,000 |

  82. 2026 ANNUAL TIME-VESTING RSUs

    2026 ANNUAL TIME-VESTING RSUs

  83. 2026 ANNUAL TIME-VESTING RSUs

    | Grant Date | February 1, 2026 | | Terms | These time-vesting RSUs are eligible to vest 40% on August 1, 2027, 30% on August 1, 2028, and 30% on August 1, 2029, subject to the applicable named executive officer’s continued employment through each applicable vesting date. |

  84. 2026 ANNUAL TIME-VESTING RSUs

    | CARLYLE | Proxy Statement 2026 | 59 |

  85. Incentive Compensation Clawback Policy

    Incentive Compensation Clawback Policy In 2021, the Compensation Committee adopted the Incentive Compensation Clawback Policy (the “Clawback Policy”) in order to ensure that incentive compensation is paid or awarded based on accurate financial results and the correct calculation of performance against incentive targets, and to create and maintain a culture that emphasizes integrity and accountability and reinforces our pay-for-performance compensation policy. Under the Clawback Policy, if the Compensation Committee determines that “incentive compensation” (which includes annual performance bonuses and time-based and performance-based long-term incentive awards, including cash, RSUs, stock options, stock appreciation rights, restricted stock, performance share units or other equity-based awards) of its current and former Section 16 officers or the heads of its business segments was overpaid, in whole or in part, as a result of a restatement of the reported financial results of the Company or any of its segments due to material non-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law), or due to such incentive compensation being calculated on the basis of inaccurate information, then the Compensation Committee will determine, in its discretion and as permitted by and consistent with applicable law, whether to seek to recover or cancel any overpayment of incentive compensation paid or awarded based on the inaccurate financial information or results that were later restated. The Clawback Policy also provides that if a covered person engages in any detrimental activity (as defined in the Clawback Policy) as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion, provide for one or more of the following: (i) cancellation of any or all of such covered person’s incentive compensation (determined as set forth above, and including future incentive compensation); or (ii) forfeiture by the covered person of any gain realized on the vesting or exercise of awards, and prompt repayment of any such gain to us. The Compensation Committee may recoup amounts determined to be owed pursuant to the foregoing through all or any of (a) requiring reimbursement of amounts previously paid in cash, (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any time-based or performance-based equity awards, (c) offsetting the recouped amount from any compensation otherwise owed to the covered individual, (d) cancelling outstanding vested or unvested time-based or performance-based equity awards, or (e) taking any other remedial or recovery action permitted by law.

  86. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards Our executive compensation program has historically not included awards of stock options. We have no policy, program, practice, or plan pertaining to the timing of stock option grants with respect to material non-public information. We also have not timed the release of material non-public information for the purpose of affecting the value of executive compensation.

  87. Policies and Practices Related to the Timing of Equity Awards

    | CARLYLE | Proxy Statement 2026 | 63 |

  88. Summary Compensation Table

    Summary Compensation Table The following table presents summary information concerning compensation of our named executive officers during the fiscal years indicated below. For our named executive officers who own direct carried interest allocations or allocations of incentive fees at the fund level, we have reported in the “All Other Compensation” column amounts that reflect the actual cash distributions received by our named executive officers in respect of such allocations during the relevant year.

  89. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Cash Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Harvey M. Schwartz | 2025 | 1,000,000 | — | — | 6,000,000(3) | 149,859(4) | 7,149,859 | | Chief Executive Officer (principal executive officer) | 2024 | 1,000,000 | — | 22,513,410 | 6,000,000 | 76,766 | 29,590,176 | | | 2023 | 838,462 | — | 179,981,039 | 6,000,000 | 174,597 | 186,994,098 | | John C. Redett | 2025 | 500,000 | 1,705,000 | 43,619,110 | — | 1,672,301(5) | 47,496,411 | | Co-President and former Chief Financial Officer (principal financial officer)(1) | 2024 | 500,000 | 2,005,000 | 30,945,622 | — | 210 | 33,450,832 | | | 2023 | 500,000 | 2,250,000 | — | — | 79,346 | 2,829,346 | | Lindsay P. LoBue | 2025 | 500,000 | 1,705,000 | 23,921,390 | — | — | 26,126,390 | | Chief Operating Officer | 2024 | 500,000 | 2,405,000 | 3,300,559 | — | — | 6,205,559 | | Jeffrey W. Ferguson | 2025 | 500,000 | 805,000 | 3,683,872 | — | 281,207(6) | 5,270,079 | | General Counsel | 2024 | 500,000 | 805,000 | 4,630,597 | — | 160,687 | 6,096,284 | | | 2023 | 500,000 | 1,575,000 | 6,419,168 | — | 237,132 | 8,731,300 |

  90. Summary Compensation Table

    (1)Mr. Redett was Chief Financial Officer and principal financial officer through December 31, 2025. As of January 1, 2026, Mr. Redett transitioned to his new role as Co-President. (2)This amount represents the aggregate grant date fair value of the RSUs and PSUs, as applicable, granted in the year shown, computed in accordance with U.S. GAAP pertaining to equity-based compensation. For additional information regarding the determination of grant-date fair value see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For 2025, amounts reported reflect: (i) the PSUs awarded pursuant to our Stock Price Appreciation PSU Award Program to Ms. LoBue on February 6, 2025 and to Mr. Redett and Ms. LoBue on December 17, 2025, (ii) the annual time-vesting RSU awards that were granted to Messrs. Redett and Ferguson and Ms. LoBue on February 1, 2025 and (iii) the Bonus Deferral RSUs granted to Messrs. Redett and Ferguson and Ms. LoBue on February 1, 2025. The grant date fair value of the PSU awards granted to Ms. LoBue and Mr. Redett were computed in accordance with U.S. GAAP pertaining to equity-based compensation based upon the estimated outcome of the market conditions as of the grant date. The PSU awards granted under the Stock Price Appreciation PSU Award Program were subject to market conditions, and not performance conditions, as defined under ASC Topic 718, and therefore did not have a maximum grant date fair value that differed from the grant date fair value reported in the table. (3)This amount represents Mr. Schwartz’s annual performance bonus in respect of 2025, which was determined based on the Compensation Committee’s evaluation of Mr. Schwartz’s and the Company’s performance as measured against pre-established performance measures that the Compensation Committee determined and communicated to Mr. Schwartz during 2025, the outcome with respect to which was substantially uncertain at the time such targets were established. (4)This amount represents our payment during 2025 of $95,502 in respect of Mr. Schwartz’s personal use of a car service and $54,357 in respect of certain personal security services provided to Mr. Schwartz. (5)This amount represents actual cash distributions received by Mr. Redett in respect of direct carried interest allocations at the fund level of $1,672,301 in 2025. (6)This amount represents cash distributions of $281,005 received by Mr. Ferguson in respect of his CIP interest in 2025, and $202 received by Mr. Ferguson in respect of direct allocations of carried interest at the fund level.

  91. Summary Compensation Table

    | CARLYLE | Proxy Statement 2026 | 65 |

  92. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table presents information concerning grants of plan-based awards in 2025 to our named executive officers. The dollar amounts shown under the column heading “Grant Date Fair Value of Stock and Option Awards” in the table below were calculated in accordance with ASC Topic 718. In accordance with the SEC’s rules, any dividend equivalents that accrued on the executives’ RSUs and PSUs are not reported below because dividends were factored into the grant date fair value of these awards. For additional information regarding the determination of grant date fair value, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  93. Grants of Plan-Based Awards in 2025

    | | | Estimated Future Payouts under Non- Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Harvey M. Schwartz | | | | | | | | | | | CEO Performance Bonus(1) | | $375,000 | $3,000,000 | $6,000,000 | | | | | | | John C. Redett | | | | | | | | | | | 2025 Annual Time-Vesting RSUs(2) | 2/1/2025 | | | | — | — | — | 257,412 | $14,456,258 | | 2024 Bonus Deferral RSUs(3) | 2/1/2025 | | | | — | — | — | 17,664 | $992,011 | | Stock Price Appreciation Program PSUs(4) | 12/17/2025 | | | | 183,655 | 550,965 | 550,965 | — | $28,170,841 | | Lindsay P. LoBue | | | | | | | | | | | 2025 Annual Time-Vesting RSUs(2) | 2/1/2025 | | | | — | — | — | 79,887 | $4,486,454 | | 2024 Bonus Deferral RSUs(3) | 2/1/2025 | | | | — | — | — | 10,563 | $593,219 | | Stock Price Appreciation Program PSUs(5) | 2/6/2025 | | | | 93,932 | 281,796 | 281,796 | | $9,451,438 | | Stock Price Appreciation Program PSUs(4) | 12/17/2025 | | | | 61,218 | 183,655 | 183,655 | — | $9,390,279 | | Jeffrey W. Ferguson | | | | | | | | | | | 2025 Annual Time-Vesting RSUs(2) | 2/1/2025 | | | | — | — | — | 62,134 | $3,489,446 | | 2024 Bonus Deferral RSUs(3) | 2/1/2025 | | | | — | — | — | 3,462 | $194,426 |

  94. Grants of Plan-Based Awards in 2025

    (1)Represents the Annual Performance Bonus opportunity pursuant to the terms of Mr. Schwartz’s Employment Agreement, the terms of which are summarized under “Annual Cash Performance Awards—Chief Executive Officer Performance Bonus” above. For purposes of the calculation of Mr. Schwartz’s threshold award, the amount reflected in the table assumes that the Company achieved threshold performance for one of the award’s financial performance goals, which accounted for 25% of the award, resulting in 25% of the target award being earned. The actual amounts paid are described in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. (2)Represents annual time-vesting RSU grants awarded to Messrs. Redett and Ferguson and Ms. LoBue. These RSU grants will be eligible to vest 40% on August 1, 2026, 30% on August 1, 2027, and 30% on August 1, 2028. (3)Represents bonus deferral RSUs (relating to the portion of 2024 year-end annual performance bonuses that were deferred pursuant to our Bonus Deferral Program) awarded to Messrs. Redett and Ferguson and Ms. LoBue. These RSU grants will be eligible to vest in equal installments of 1/3 on each of February 1, 2026, February 1, 2027, and February 1, 2028. (4)Represents the Stock Price Appreciation Program PSU grants awarded to Mr. Redett and Ms. LoBue on December 17, 2025. This PSU grant is eligible to vest in three equal installments of 1/3 based on the applicable named executive officer's continued service through at least December 17 of each of 2027, 2028, and 2029, respectively, and based on the attainment of 30-consecutive trading day average closing stock prices of $62.54, $65.26, and $69.00, respectively. The period for measuring the achievement of the stock price hurdles began on December 17, 2025, and ends on December 17, 2029. The grant date fair value of these PSUs was computed in accordance with U.S. GAAP pertaining to equity-based compensation based upon the probable outcome of the market conditions as of the grant date. (5)Represents the Stock Price Appreciation Program PSU grant awarded to Ms. LoBue on February 6, 2025. This PSU grant is eligible to vest in three equal installments of 1/3 based on Ms. LoBue’s continued service through at least February 6 of each of 2026, 2027, and 2028, respectively, and based on the attainment of 30-consecutive trading day average closing stock prices of $63.91, $74.56, and $85.22, respectively. The period for measuring the achievement of the stock price hurdles began on February 6, 2025, and ends on February 6, 2028. The grant date fair value of these PSUs was computed in accordance with U.S. GAAP pertaining to equity-based compensation based upon the probable outcome of the market conditions as of the grant date.

  95. Grants of Plan-Based Awards in 2025

    | 66 | CARLYLE | Proxy Statement 2026 |

  96. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding outstanding unvested equity awards held by our named executive officers as of December 31, 2025. The dollar amounts shown in the table below were calculated by multiplying the number of unvested RSUs and PSUs (as applicable) reported for the named executive officer by the closing market price of $59.11 per share on December 31, 2025, the last trading day of 2025. The number of RSUs and PSUs reported below include dividend equivalent units accrued as of December 31, 2025 for time-vesting RSUs granted since February 1, 2024 and the Sign-on PSUs and Sign-on RSUs granted to Mr. Schwartz.

  97. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Number of Equity Incentive Shares or Units of Stock That Have Not Vested (#) | Market Value of Equity Incentive Shares or Units of Stock That Have Not Vested ($) | | Harvey M. Schwartz | 2,095,995(1) | $123,894,265 | 2,093,195(5) | $123,728,757 | | John C. Redett | 891,835(2) | $52,716,367 | 550,965(6) | $32,567,542 | | Lindsay P. LoBue | 270,206(3) | $15,971,877 | 371,519(7) | $21,960,489 | | Jeffrey W. Ferguson | 186,593(4) | $11,029,513 | — | $— |

  98. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)The amount reported for Mr. Schwartz is composed of 561,833 Sign-On RSUs (which will be eligible to vest on December 15, 2026); 1,046,594 Sign-On PSUs that were earned as of the end of the fiscal year based on the attainment of the third stock price target for such award and that vested on February 1, 2026, the date on which the applicable minimum service requirement was satisfied; and 487,568 Stock Price Appreciation PSUs that were earned as of the end of the fiscal year based on the attainment of the second and third stock price targets for such award and of which 243,783 vested on February 14, 2026, the date on which the applicable minimum service requirement was satisfied, and of which 243,785 will be eligible to vest on February 14, 2027, the date on which the applicable minimum service requirement will be satisfied. (2)The amount reported for Mr. Redett is composed of: 6,002 bonus deferral RSUs that vested on February 1, 2026; 3,131 bonus deferral RSUs that vested on February 6, 2026; 240,528 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2026; 6,002 bonus deferral RSUs that will be eligible to vest on February 1, 2027; 3,140 bonus deferral RSUs that will be eligible to vest on February 6, 2027; 214,265 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2027; 6,009 bonus deferral RSUs that will be eligible to vest on February 1, 2028; 78,756 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2028; and 334,002 Stock Price Appreciation PSUs that were earned as of the end of the fiscal year based on the attainment of the second and third stock price targets for such award and of which 167,001 vested on February 6, 2026, the date on which the applicable minimum service requirement was satisfied, and of which 167,001 will be eligible to vest on February 6, 2027, the date on which the applicable minimum service requirement will be satisfied. (3)The amount reported for Ms. LoBue is composed of: 3,846 bonus deferral RSUs that vested on February 1, 2026; 32,592 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2026; 3,857 bonus deferral RSUs that will be eligible to vest on February 1, 2027; 24,441 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2027; 3,596 bonus deferral RSUs that will be eligible to vest on February 1, 2028; 24,441 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2028; 135,682 Stock Price Appreciation PSUs (41,750 of which relate to the February 2024 award of Stock Price Appreciation PSUs and 93,932 of which relate to the February 2025 award of Stock Price Appreciation PSUs) that were earned as of the end of the fiscal year based on the attainment of the applicable stock price targets for such awards and that vested on February 6, 2026, the date on which the applicable minimum service requirements were satisfied; and 41,751 Stock Price Appreciation PSUs granted in February 2024 that were earned as of the end of the fiscal year based on the attainment of the third stock price target for such award and that will be eligible to vest on February 6, 2027, the date on which the applicable minimum service requirement will be satisfied. (4)The amount reported for Mr. Ferguson is composed of: 1,174 bonus deferral RSUs that vested on February 1, 2026; 2,190 bonus deferral RSUs that vested on February 6, 2026; 81,473 discretionary/annual time-vesting RSUs and 25,305 additional 2023 time-vesting RSUs that will be eligible to vest on August 1, 2026; 1,174 bonus deferral RSUs that will be eligible to vest on February 1, 2027; 2,201 bonus deferral RSUs that will be eligible to vest on February 6, 2027; 52,887 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2027; 1,181 bonus deferral RSUs that will be eligible to vest on February 1, 2028; and 19,008 discretionary/annual time-vesting RSUs that will be eligible to vest on August 1, 2028. (5)The amount reported for Mr. Schwartz is composed of: 2,093,195 Sign-On PSUs, which are the final two tranches of Mr. Schwartz’s Sign-On PSU Award and which are subject to a performance-based vesting condition requiring achievement of absolute stock price targets of $64.96 and $71.80 (respectively) over a period of 45 consecutive trading days during the performance period beginning February 15, 2023 and ending February 1, 2028, and with each such tranche subject to an additional performance-based vesting condition relating to TSR (linked to the 60th percentile of the constituent companies included in the S&P 500® Financials Index as of February 15, 2023), and a time-based vesting condition requiring minimum service through at least February 1 of 2027 and 2028 (respectively), or, if the performance-based vesting condition(s) are not satisfied as of the applicable minimum service date, the first to occur of February 1, May 1, November 1, and August 1 following the date on which the applicable performance-based vesting condition(s) are satisfied. The foregoing number of PSUs reported reflects the total number of PSUs outstanding and for which the applicable performance condition has not been satisfied as of December 31, 2025, even though the performance period will not end until February 1, 2028, and vesting is contingent on meeting absolute stock price hurdles and the Company’s relative TSR performance. There is no assurance that these PSUs will be earned. (6)The amount reported for Mr. Redett is composed of: 550,965 Stock Price Appreciation PSUs granted in December 2025, the performance-vesting and service-vesting conditions of which are described under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Awards —Stock Price Appreciation PSU Award Program.” The foregoing number of PSUs reported reflects the total number of PSUs outstanding and for which the applicable performance condition has not been satisfied as of December 31, 2025, even though the performance period will not end until December 17, 2029, and vesting is contingent on meeting absolute stock price hurdles. (7)The amount reported for Ms. LoBue is composed of: 187,864 Stock Price Appreciation PSUs granted in February 2025 and 183,655 Stock Price Appreciation PSUs granted in December 2025, the performance-vesting and service-vesting conditions of which, in each case, are described under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Awards—Stock Price Appreciation PSU Award Program.” The foregoing numbers of PSUs reported reflects the total number of PSUs outstanding and for which the applicable performance conditions have not been satisfied as of December 31, 2025, even though the performance periods will not end until February 6, 2028 and December 17, 2029 (respectively), and vesting is contingent on meeting absolute stock price hurdles. There is no assurance that these PSUs will be earned.

  99. Outstanding Equity Awards at 2025 Fiscal Year-End

    | CARLYLE | Proxy Statement 2026 | 69 |

  100. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 As we have never issued any options, our named executive officers had no option exercises during the year ended December 31, 2025. Certain of our named executive officers had equity awards vest during the year ended December 31, 2025, as reflected below. The number of RSUs and PSUs reported below include any dividend equivalent units accrued on the applicable awards as of the applicable vesting date.

  101. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(5) | | Harvey M. Schwartz(1) | 1,824,660 | $102,324,111 | | John C. Redett(2) | 348,556 | $19,421,292 | | Lindsay P. LoBue(3) | 42,005 | $2,209,536 | | Jeffrey W. Ferguson(4) | 161,647 | $9,208,686 |

  102. Option Exercises and Stock Vested in 2025

    (1)The value for Mr. Schwartz is based on the value of 1,019,040 shares received upon the vesting of PSUs under his Sign-On PSU Award on February 1, 2025, 243,783 shares received upon the vesting of PSUs under his February 2024 award of Stock Price Appreciation Program PSUs on February 14, 2025, and 561,837 shares received upon the vesting of RSUs under his Sign-On RSU Award on December 15, 2025. (2)The value for Mr. Redett is based on the value of 170,054 shares received upon the vesting of RSUs and PSUs on February 6, 2025 and 178,502 shares received upon the vesting of RSUs on August 1, 2025. (3)The value for Ms. LoBue is based on the value of 255 shares received upon the vesting of RSUs on February 1, 2025 and 41,750 shares received upon the vesting of PSUs on February 6, 2025. (4)The value for Mr. Ferguson is based on the value of 30,935 shares received upon the vesting of RSUs on February 1, 2025, 33,071 shares received upon the vesting of RSUs on February 6, 2025 and 97,641 shares received upon the vesting of RSUs on August 1, 2025. (5)The value realized on vesting was calculated by multiplying the number of shares of common stock received upon vesting by the closing market price per share of common stock on the applicable vesting date (or the immediately preceding trading day if the applicable vesting date was not a trading day).

  103. Pension Benefits for 2025

    Pension Benefits for 2025 We do not provide pension benefits to our named executive officers.

  104. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025 We do not provide defined contribution plans for the deferral of compensation on a basis that is not tax-qualified.

  105. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Other than as described below, none of our named executive officers are entitled to any additional payments or benefits upon termination of employment, upon a change in control of our company or upon retirement, death or disability. The number of RSUs and PSUs reported below include dividend equivalent units accrued as of December 31, 2025 for time-vesting RSUs granted since February 1, 2024 and the Sign-On RSU Award and Sign-On PSU Award granted to Mr. Schwartz.

  106. Potential Payments Upon Termination or Change in Control

    | 70 | CARLYLE | Proxy Statement 2026 |

  107. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the total annual compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies.

  108. 2025 Pay Ratio

    2025 Pay Ratio For 2025, the total compensation for Mr. Schwartz, our principal executive officer as of December 31, 2025, was $7,149,859. For 2025, our median employee’s annual total compensation was $250,000. Based on the aggregate principal executive officer total compensation, our CEO Pay Ratio for 2025 was 29:1.

  109. 2025 Pay Ratio

    | CARLYLE | Proxy Statement 2026 | 77 |

  110. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive “compensation actually paid” (as determined in accordance with the rules prescribed under Item 402(v)) to (i) each individual who has served as our principal executive officer (“PEO”) during any or all of 2021, 2022, 2023, 2024, and 2025 and (ii) our other non-PEO named executive officers (determined as an average, as set forth below) during each of 2021, 2022, 2023, 2024, and 2025 and our financial performance.

  111. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for: | | | Compensation Actually Paid to: | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1),(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1),(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions) | Fee Related Earnings (FRE) (in millions) (4) | | Year | Harvey M. Schwartz | William E. Conway, Jr. | Kewsong Lee | Harvey M. Schwartz(2) | William E. Conway, Jr.(2) | Kewsong Lee(2) | | | Total Share- holder Return | Peer Group Total Share- holder Return(3) | | | | 2025 | $7,149,859 | $— | $— | $76,127,932 | $— | $— | $26,297,627 | $33,754,475 | $220 | $196 | $944.7 | $1,236.2 | | 2024 | $29,590,176 | $— | $— | $122,266,110 | $— | $— | $19,634,839 | $27,674,579 | $183 | $187 | $1,091.1 | $1,104.6 | | 2023 | $186,994,098 | $500,000 | $— | $236,419,177 | $500,000 | $— | $8,516,160 | $8,242,865 | $143 | $135 | $(496.7) | $859.4 | | 2022 | $— | $500,000 | $40,775,405 | $— | $500,000 | $(61,692,601) | $14,108,893 | $5,716,546 | $100 | $110 | $1,284.7 | $834.4 | | 2021 | $— | $— | $42,322,501 | $— | $— | $123,088,136 | $29,363,977 | $41,878,583 | $178 | $141 | $3,045.2 | $598.1 |

  112. PAY VERSUS PERFORMANCE

    (1)The non-PEO named executive officers in 2025 consist of Messrs. Redett and Ferguson and Ms. LoBue, in 2024 consist of Messrs. Redett, Ferguson, and Finn and Ms. LoBue, in 2023 consist of Messrs. Redett, Finn, Ferguson, Larson, and Buser, and in 2022 and 2021 consist of Messrs. Buser, Clare, Finn, and Larson (as applicable, the “Non-PEO NEOs”). (2)To calculate the “compensation actually paid,” the following amounts were deducted from and added to the applicable “Summary Compensation Table Total” set forth above:

  113. PAY VERSUS PERFORMANCE

    | | Summary Compensation Total | Deductions of Reported Equity Values from Summary Compensation Total(a) | Equity Award Adjustments to Summary Compensation Total(b) | “Compensation Actually Paid” | | Harvey M. Schwartz | | | | | | 2025 | $7,149,859 | $— | $68,978,073 | $76,127,932 | | Average of Non-PEO Named Executive Officers | | | | | | 2025 | $26,297,627 | $(23,741,457) | $31,198,305 | $33,754,475 |

  114. PAY VERSUS PERFORMANCE

    (a)Represents the grant date fair value of equity-based awards granted in each year, as reflected in the “Stock Awards” column. (b)Reflects adjustments to the value of Stock Awards, as calculated in accordance with the rules prescribed under Item 402(v) and in accordance with ASC Topic 718, which included the categories of adjustments for each year as set forth below. The values shown below include the fair value of accrued dividend equivalent units as of the applicable date, to the extent applicable. For additional information regarding the determination of fair value, see Note 2 and Note 14 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  115. PAY VERSUS PERFORMANCE

    | | Year End Fair Value of Awards Granted During Year that Remained Outstanding and Unvested at Year End | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in a Prior Year that Remained Outstanding and Unvested at Year End | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Year | Change in Fair Value from Prior Year End to Vesting Date for Equity Awards Granted in a Prior Year that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions During Year | Total Equity Award Adjustments | | Harvey M. Schwartz | | | | | | | | 2025 | $— | $58,033,995 | $— | $10,944,078 | $— | $68,978,073 | | Average of Non-PEO Named Executive Officers | | | | | | | | 2025 | $25,418,640 | $4,731,234 | $— | $1,048,431 | $— | $31,198,305 |

  116. PAY VERSUS PERFORMANCE

    (3)The Peer Group for these purposes is the Dow Jones U.S. Asset Manager Index. (4)Our company-selected measure is Fee Related Earnings (“FRE”). FRE is described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures—Non-GAAP Financial Measures—Fee Related Earnings” in our Annual Report on Form 10-K. For a reconciliation of non-GAAP measures to the most directly comparable GAAP measures, please see Appendix A: Reconciliations of Non-GAAP Measures.

  117. PAY VERSUS PERFORMANCE

    | 78 | CARLYLE | Proxy Statement 2026 |

  118. Narrative Disclosure to Pay Versus Performance

    Narrative Disclosure to Pay Versus Performance The following graph shows the relationship between the “compensation actually paid” to each of Messrs. Schwartz, Conway, and Lee, and the average of the “compensation actually paid” to our Non-PEO NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v) of Regulation S-K) in 2021, 2022, 2023, 2024, and 2025 and our cumulative TSR measured starting from December 31, 2020 for each covered fiscal year. This graph also shows the relationship between our TSR performance and the TSR performance of the Peer Group in the Pay Versus Performance Table (which is the Dow Jones U.S. Asset Manager Index) over the same period.

  119. “Compensation Actually Paid” vs. Company TSR and Company TSR v. Peer Group TSR

    “Compensation Actually Paid” vs. Company TSR and Company TSR v. Peer Group TSR

  120. “Compensation Actually Paid” vs. Company TSR and Company TSR v. Peer Group TSR

    | ● | Harvey M. Schwartz | | ● | Kewsong Lee | | ● | William E. Conway, Jr. | | ● | Non-PEO NEOs | | | Company TSR | | | Peer Group TSR |

  121. “Compensation Actually Paid” vs. Company TSR and Company TSR v. Peer Group TSR

    The following graph shows the relationship between the “compensation actually paid” to each of Messrs. Schwartz, Conway, and Lee and the average of the “compensation actually paid” to our non-PEO NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v)) in 2021, 2022, 2023, 2024, and 2025 and our net income performance in 2021, 2022, 2023, 2024, and 2025.

  122. “Compensation Actually Paid” vs. Net Income

    “Compensation Actually Paid” vs. Net Income

  123. “Compensation Actually Paid” vs. Net Income

    | ● | Harvey M. Schwartz | | ● | Kewsong Lee | | ● | William E. Conway, Jr. | | ● | Non-PEO NEOs | | | Net Income |

  124. “Compensation Actually Paid” vs. Net Income

    | CARLYLE | Proxy Statement 2026 | 79 |

  125. “Compensation Actually Paid” vs. Net Income

    The following graph shows the relationship between the “compensation actually paid” to each of Messrs. Schwartz, Conway, and Lee and the average of the “compensation actually paid” to our non-PEO NEOs (in each case, with “compensation actually paid” calculated as set forth above in accordance with the rules prescribed under Item 402(v)) in 2021, 2022, 2023, 2024, and 2025 and the performance of our company-selected measure, fee related earnings, in 2021, 2022, 2023, 2024, and 2025.

  126. “Compensation Actually Paid” vs. FRE

    “Compensation Actually Paid” vs. FRE

  127. “Compensation Actually Paid” vs. FRE

    | ● | Harvey M. Schwartz | | ● | Kewsong Lee | | ● | William E. Conway, Jr. | | ● | Non-PEO NEOs | | | FRE |

  128. Tabular List of Most Important Performance Measures

    | All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference. |

  129. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  130. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides the director compensation for Mr. Hance and our non-employee directors for 2025:

  131. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Afsaneh Beschloss | $140,000 | $198,878 | $338,878 | | Sharda Cherwoo | $140,000 | $198,878 | $338,878 | | Linda H. Filler | $140,000 | $198,878 | $338,878 | | Lawton W. Fitt(2) | $177,406 | $198,878 | $376,284 | | James H. Hance, Jr.(3) | $— | $— | $— | | Mark S. Ordan(4) | $192,595 | $198,878 | $391,473 | | Derica W. Rice(5) | $— | $338,914 | $338,914 | | William J. Shaw | $180,000 | $198,878 | $378,878 | | Anthony Welters | $165,000 | $198,878 | $363,878 |

  132. 2025 Director Compensation Table

    (1)The reference to “stock” in this table refers to RSUs (including deferred RSUs, as applicable). Amounts represent the grant date fair value of the RSU awards granted to each director who is not an employee of or advisor to the Company on May 1, 2025 computed in accordance with U.S. GAAP pertaining to equity- based compensation. For additional information regarding the computation of grant date fair value, see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. For 2025, Mr. Rice and Ms. Fitt elected to defer their 2025 RSU award under the Director Deferral Program and received deferred RSUs, which will be settled, to the extent vested, on (i) the date of retirement from the Board, in the case of Mr. Rice and (ii) the earlier of the date of retirement from the Board and May 1, 2029, in the case of Ms. Fitt. (2)The cash fees paid to Ms. Fitt include payment of a pro-rated portion of the additional cash retainer in respect of service as Lead Independent Director through March 9, 2025. (3)As Mr. Hance is an Operating Executive, no additional remuneration is paid to him as a director. Mr. Hance’s compensation is discussed in “Certain Relationships and Related Transactions.” (4)The cash fees paid to Mr. Ordan include payment of a pro-rated portion of the additional cash retainer in respect of service as Lead Independent Director from March 10, 2025, when Mr. Ordan assumed such role. (5)Mr. Rice elected to receive fully vested RSUs in lieu of the cash-based portion of his annual retainer pursuant to our Director Deferral Program. The amount reported as “Stock Awards” for Mr. Rice include both (i) the RSU-based portion of Mr. Rice’s annual retainer and (ii) the fully vested RSUs that Mr. Rice elected to receive in lieu of the cash-based portion of his annual retainer pursuant to the Director Deferral Program, which will be settled in shares of the Company’s common stock upon Mr. Rice’s retirement from the Board. The following table provides information regarding outstanding unvested RSUs and deferred vested RSUs held by our non- employee directors who served during 2025 as of December 31, 2025:

  133. 2025 Director Compensation Table

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested | Number of Deferred Vested RSUs(1) | | Afsaneh Beschloss | 5,235 | — | | Sharda Cherwoo | 5,235 | — | | Linda H. Filler | 5,235 | — | | Lawton W. Fitt | 5,235 | — | | Mark S. Ordan | 5,235 | — | | Derica W. Rice | 5,235 | 3,576 | | William J. Shaw | 5,235 | — | | Anthony Welters | 5,235 | — |

  134. 2025 Director Compensation Table

    (1)Reflects deferred RSUs received by directors under the Director Deferral Program, which have vested but remain subject to deferred settlement.

  135. 2025 Director Compensation Table

    | 82 | CARLYLE | Proxy Statement 2026 |

  136. 2025 Director Compensation Table

    Certain Relationships and Related Transactions