Carlyle Group Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-27.
0001527166-25-000006
Item 1A. RISK FACTORSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-27.
0001527166-26-000009
Item 1A. RISK FACTORSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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1539 unchanged; 784 reworded; 527 added; 922 removed; 46 previous and 66 current paragraphs rearranged.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (527)
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underlying public equity market dynamics. After the April 2nd “Liberation Day” tariff announcements in the United States, the
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S&P 500 fell by over 12% peak-to-trough in the six days that followed. The market rebounded strongly in the weeks that
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followed and regained its prior peak by mid-summer. In the process of this rebound, both the S&P 500 and global indices have
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become ever more concentrated in a handful of AI-related or AI-adjacent stocks. The top ten largest stocks now account for
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over 40% of the market capitalization of the S&P 500, and eight of those ten companies are exposed to roughly the same AI
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risks. A change in the outlook for AI-related company earnings, or a reassessment of these companies’ valuations, could drive
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considering commitments to new funds. Although net distributions to investors across all private asset classes turned positive in
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thesecond quarter of 2025 for the first time in eighteen quarters, cumulative contributions have exceeded distributions by
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particular, while deal activity has been robust over the past year, the exit environment in private markets remains sluggish. A
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in 2025, we deployed nearly$55 billion across our business, a 28% increase over 2024.
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input costs for our funds’ portfolio companies and depress margins. In addition, the current administration has sought to reduce
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Committee on Foreign Investment in the United States (“CFIUS”) in 2018 and then again in 2022 may reduce the number of
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Severe public health events also may occur from time to time, and could directly and indirectly impact us in material
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respects that we are unable to predict or control, including by threatening our employees’ well-being and morale and
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interrupting business activities. Moreover, related factors may materially and adversely affect us, including the effectiveness of
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governmental responses, the extension, amendment, or withdrawal of any government programs or initiatives and the timing
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and speed of economic recovery. Actions taken in response may contribute to significant volatility in financial markets,
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resulting in increased volatility in equity prices, material interest rate changes, supply chain disruptions, such as simultaneous
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supply and demand shock in global, regional, and national economies, and an increase in inflationary pressures.
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and junior subordinated notes with an aggregate principal amount of$1,875.0 million as of December 31, 2025, as well as a
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may reduce our AUM, restrain its growth, warehouse investments on our balance sheet for new funds, reduce our fees, or
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margins. We have made, and expect to continue making, balance sheet investments to seed certain funds during their early
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fundraising stages, and we may later sell those investments to the funds at the lower of our original cost or fair value, without
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interest, regardless of how long we held them. If we do not sell a warehoused investment to a fund, we may sell it to another
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buyer at a price below our cost or hold it longer than intended, exposing us to value fluctuations and changing business
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fewer investment opportunities. We also face potential threats to our physical security, including to our offices and the safety
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and well-being of our people, including our senior Carlyle professionals. These threats could involve terrorism, insider threats,
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targeted threats against our senior Carlyle professionals, workplace violence, or civil unrest, all of which could adversely affect
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and areas of expertise, particularly in light of increasingly unpredictable enforcement of immigration laws and visa
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will be enforceable in all cases. In this respect, we continue to monitor developments on the state and federal level. These
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each of which targets has been satisfied as of December 31, 2025. In 2025, we granted a total of 8.1 million restricted stock
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units to Carlyle professionals, and in February 2026, we granted a total of 5.8 million restricted stock units to Carlyle
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for grant under the Equity Incentive Plan as of February 27, 2026.
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vesting conditions tied to the achievement of absolute stock price targets over a period of three to four years. In order to recruit
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In addition, we and our portfolio companies face increased difficulty in obtaining or maintaining sufficient insurance
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(including cyber insurance) against potential liabilities and that could have a material adverse effect on our business. We face a
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data transfers as a national security issue that could limit how we and our portfolio companies are able to utilize data and those
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China, Taiwan and China, Israel and Iran and the Axis of Resistance, and between Ukraine and Russia), the imposition of
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Japanese monetary policy drove a sharp appreciation of the yen. This in turn disrupted long-standing carry trades whose
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funding leg rested on Japan’s low rates. The surge in the currency value triggered a selloff in Japanese equity markets. Liquidity
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pressures further exacerbated the selloff. For example, on August 5, 2024, the Nikkei 225 fell 12.4%, while the TOPIX fell
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12.2%, their largest respective single day declines since 1987. Global equity markets were impacted as well, albeit to a lesser
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extent. These series of events highlighted how seemingly innocuous and not wholly unexpected changes in policies or other
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considering commitments to new funds. Through the first half of 2024, liquidity shortfalls across all private market asset classes
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produced persistent and meaningful negative cash flows—more capital calls than distributions—for 14 consecutive quarters, a
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phenomenon not seen on such a scale since the aftermath of the Global Financial Crisis. Cumulatively, across private market
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The availability and cost of financing for significant acquisition and disposition transactions could be impacted if
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equity and credit markets experience heightened volatility. While base rates are elevated relative to recent historical norms, high
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yield credit spreads currently are very favorable and remain near historic lows; at 275 basis points, B-rated spreads sit just 40
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basis points above the trough hit in the second quarter of 2007. Obtaining financings in both the high yield and leveraged loan
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markets currently is relatively easy. If credit markets weaken in the future, it is possible that we and our investment funds may
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not be able to consummate significant acquisition and disposition transactions on acceptable terms, or at all, if we or our funds
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are unable to finance these types of transactions on attractive terms or if the counterparty to the transaction is unable to secure
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capital could impact the management fees we earn on those carry funds and managed accounts that generate fees based on
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funds’ portfolio companies and depress margins. The new administration also may seek to reduce subsidies and roll back
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example, bipartisan legislation enacted in 2018 has significantly increased and may continue to significantly increase the
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number and types of investment transactions that are subject to the jurisdiction of the Committee on Foreign Investment in the
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United States (“CFIUS”). Under the final regulations implementing the reform legislation, which became effective in 2020,
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CFIUS has the authority to review, and potentially recommend that the President unwind, block, or impose conditions on
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certain non-controlling foreign investments in U.S. businesses that deal in certain ways with “critical technology,” “critical
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infrastructure,” and/or “sensitive personal data” of U.S. citizens (as those terms are defined in the regulations). In addition, in
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September 2022, then-President Biden signed an Executive Order directing CFIUS to sharpen its scrutiny of foreign investment
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that could impact cybersecurity, quantum computing, biotechnology, and sensitive data. CFIUS’ expanded jurisdiction may
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principal amount of$1,375.0 million as of December 31, 2024, as well as a credit agreement that provides a $1.0 billion
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also has been a shift to a hybrid work model and, in our recruiting efforts, we have seen increased focus by prospective
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candidates on remote and hybrid work arrangements and arrangements providing more flexibility, including around location.
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Although we generally have moved to a hybrid work model in which many of our employees are permitted to work remotely
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for a designated portion of their working time and are expected to come to a Carlyle office for a designated portion of their
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working time, we continue to see focus on remote work arrangements. We also have experienced upward pressure on
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us. In addition, there is no assurance that such agreements will be enforceable in all cases. These noncompetition and
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Commission (“FTC”) published a final rule that would generally prohibit post-employment noncompete clauses (or other
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clauses with comparable effect) in agreements between employers and their employees, subject to limited exceptions, although
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enforcement of the final rule has been enjoined. We are continuing to monitor the status of the final rule, including with the new
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operations), geopolitical tensions and instability, social unrest, supply chain pressures, and the effects of climate change. Over
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operations), geopolitical tensions and instability (including the realignment of alliances), social unrest, supply chain pressures,
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the last several years, markets have been affected by the COVID-19 pandemic, significant increases in U.S. interest rates,
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and the effects of climate change. Over the last several years, markets have been affected by the introduction of new tariffs,
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inflationary pressures, sharp currency moves, heightened geopolitical tensions (including those between the United States and
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monetary policy uncertainty, inflationary pressures, sharp currency moves, heightened geopolitical tensions, the imposition of
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export controls, tariffs, and trade barriers, the imposition of economic and political sanctions (upon specific individuals or
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export controls and trade barriers, the imposition of economic and political sanctions (upon specific individuals or companies
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companies and country, industry, and sector-wide restrictions), ongoing trade negotiations with major U.S. trading partners, and
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and country, industry, and sector-wide restrictions), and changes in U.S. tax regulations. Moreover, our investment funds
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investment funds with significant operations or connectivity and reliance on Asia companies, and listed securities or debt
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focused on Asia, and portfolio companies within non-Asia investment funds with significant operations or connectivity and
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instruments of companies or industries, could be impacted by any disruptions to the global supply chain that may result from
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reliance on Asian companies, and listed securities or debt instruments of companies or industries, could be impacted by any
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escalating tensions, disputes, or potential conflicts in the region surrounding the Taiwan Strait. The resulting actions taken, the
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disruptions to the global supply chain that may result from escalating tensions, disputes, or potential conflicts in the region
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response of the international community, and other factors affecting trade with China or political or economic conditions in
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affecting trade with China or political or economic conditions in Taiwan could disrupt the manufacture of several business-
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which may impact sectors and industries regardless of their business proximity to the Taiwan Strait.
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Over the twelve months ending on December 31, 2024, the S&P 500 rose by 23.0%, while the MSCI All Country
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Over the twelve months ending on December 31, 2025, the S&P 500 rose by 16.4%, while the MSCI All Country
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World Index (MSCI) increased by 15.0%. This robust full-year performance masks interim volatility. Notably, a shift in
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World Index (MSCI ACWI) increased by 20.6%. This robust full-year performance masks interim volatilityand fragile
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market conditions may quickly cascade into more significant movements. Factors that impact global markets, including
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significant market movements. Overall, factors that impact global markets, including growth expectations, inflation, interest
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inflation, interest rates, trade barriers such as tariffs, regulatory, and political environments, can be unpredictable and investor
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rates, trade barriers such as tariffs, regulatory, and political environments, can be unpredictable and investor sentiment could
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sentiment could change quickly in the future, while market volatility could accelerate in the face of negative macro, monetary,
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change quickly in the future, while market volatility could accelerate in the face of negative macro, monetary, or geopolitical
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or geopolitical developments. If global markets become unstable, it is possible sellers of assets may readjust their valuations
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developments. If global markets become unstable, it is possible sellers of assets may readjust their valuations and attractive
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and attractive investment opportunities may become available. On the other hand, the valuations of certain assets we planned to
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investment opportunities may become available. On the other hand, the valuations of certain assets we planned to sell in the
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sell in the near future could be negatively impacted, as well as the valuations of our portfolio companies and, as a result, our
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near future could be negatively impacted, as well as the valuations of our portfolio companies and, as a result, our accrued
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decline. In addition, investors often evaluate the amount of distributions they have received from existing funds when
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decline. In addition, investors often evaluate the amount of distributions that they have received from existing funds when
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asset classes, contributions have exceeded distributions by nearly $470 billion since 2020. This has restricted investor liquidity,
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nearly $550 billion since 2020. This has restricted investor liquidity, which in turn has reduced commitments to private capital
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which in turn has reduced commitments to private capital assets. Investors also may weigh the likely impact of geopolitical
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assets. Investors also may weigh the likely impact of geopolitical tensions, cross-border regulations, and other factors such as
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tensions, cross-border regulations, and other factors such as general market volatility and/or a reduction in distributions to
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general market volatility and/or a reduction in distributions to investors when considering their allocations to new investment
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funds could have an impact on the ultimate size of our funds and amount of management fees we generate.
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funds. A decrease in the amount an investor commits to our funds could have an impact on the ultimate size of our funds and
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Global merger and acquisition volume totaled$3.5 trillion in 2024, a 12% increase from 2023. While total M&A
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Global merger and acquisition (“M&A”) volume totaled$5.1 trillion in 2025, a 44% increase from 2024. While total
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activity appears to be normalizing, a retrenchment could cause a slowdown in our investment pace, which in turn could have an
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M&A activity has accelerated, a retrenchment could cause a slowdown in our investment pace, which in turn could have an
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adverse impact on our ability to generate future performance revenues and to fully invest the available capital in our funds and
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adverse impact on our ability to generate future performance revenues and to fully invest the available capital in our funds. In
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reduce opportunities to exit and realize value from our fund investments. A slowdown in the deployment of our available
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deceleration in M&A activity could further reduce opportunities to exit and realize value from our fund investments. A
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invested (and not committed) capital. A slowdown in the deployment of our available capital also could adversely affect our
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managed accounts that generate fees based on invested (and not committed) capital. A slowdown in the deployment of our
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ability to raise and the timing of raising successor investment funds. In 2024, we invested nearly $22 billion through our carry
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available capital also could adversely affect our ability to raise and the timing of raising successor investment funds. However,
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foreign investment, trade, taxation, economic, environmental, and other policies under the new administration, as well as the
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foreign investment, trade, taxation, economic, environmental, and other policies under the current administration, as well as the
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further escalation in conflicts in the Middle East and Eastern Europe, could lead to disruption, instability, and volatility in the
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further escalation in conflicts in the Middle East, Eastern Europe, and Latin America could lead to disruption, instability, and
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global markets, which also may have an impact on our exit opportunities across negatively impacted sectors or geographies.
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volatility in the global markets, which also may have an impact on our exit opportunities across negatively impacted sectors or
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The new administration has decided to impose and may decide to impose additional steep tariffs on goods, materials, inputs,
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geographies. The current administration has decided to impose and may decide to impose additional steep tariffs on goods,
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and intermediate parts with origins across numerous geographies. Such changes could materially increase input costs for our
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materials, inputs, and intermediate parts with origins across numerous geographies. Such changes could materially increase
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favorable terms for investments in renewable energy projects, which could adversely impact the performance of those strategies
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subsidies, block permits and leases for new projects, and roll back favorable terms for investments in renewable energy
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in our portfolio. The consequences of previously enacted legislation also could impact our business operations in the future. For
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enacted legislation also could impact our business operations in the future. For example, the expansion of the jurisdiction of the
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reduce the number of potential buyers of and investors in U.S. companies and, accordingly, may limit the ability of our funds to
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potential buyers of and investors in U.S. companies and, accordingly, may limit the ability of our funds to realize value and/or
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realize value and/or exit from certain existing and future investments. Our flexibility in structuring or financing certain
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exit from certain existing and future investments. Our flexibility in structuring or financing certain transactions may likewise be
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transactions may likewise be constrained and we are unable to predict whether and to what extent uncertainty surrounding
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constrained and we are unable to predict whether and to what extent uncertainty surrounding economic and market conditions
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economic and market conditions or adverse conditions or events in particular sectors may cause our performance to suffer.
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or adverse conditions or events in particular sectors may cause our performance to suffer.
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surrounding the Taiwan Strait. The resulting actions taken, the response of the international community, and other factors
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critical products or hardware components, including semiconductors, which may impact sectors and industries regardless of
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amount of management fees we generate.
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slowdown in the deployment of our available capital could impact the management fees we earn on our investments and
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ventures, which could adversely impact the performance of those strategies in our portfolio. The consequences of previously
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information regarding our senior and subordinated notes and credit agreements). The credit agreement contains financial and
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resulting from a breach of certain financial or non-financial covenants could result, at the option of the lenders, in an
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proves to be profitable, it may be a number of years before any profits can be realized, particularly if market conditions are
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otherwise alter the terms under which we do business when we deem it in the best interest of our investors—even in
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retain all of our desired personnel due to shifting employee priorities. In addition, the minimum retained ownership
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from leaving, joining our competitors, or otherwise competing with us. In addition, there is no assurance that such agreements
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against terrorism or certain other catastrophic losses.
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sectors, continue to rapidly evolve, and our use of AI Technologies may require compliance with legal or regulatory
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extent of current or future risks related thereto.
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time, hire additional personnel, or buy new technology to comply effectively.
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annual reporting of how they voted on say-on-pay proxy matters.
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In addition, existing rules and future rule changes could increase our risk of exposure to additional regulatory scrutiny,
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litigation, censure, and penalties for noncompliance or perceived noncompliance, which in turn would be expected to adversely
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(potentially materially) affect us and our reputation and to negatively impact our ability to conduct business.
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dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel,
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permissions to carry on particular activities. Many of these regulators, including U.S. and foreign government agencies and
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self-regulatory organizations, as well as state securities commissions in the United States, are also empowered to conduct
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investigations and administrative proceedings that can result in fines, suspensions of personnel, changes in policies, procedures,
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or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of a
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broker-dealer or investment adviser from registration or memberships, or the commencement of a civil or criminal lawsuit
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investigation, proceeding or imposition of these sanctions could harm Carlyle and our funds. While it is difficult to predict what
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CSRC, the AMAC, local financial bureaus, or others). These regulations may have an adverse effect on us and/or ourrenminbi
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advisers to, among other measures, adopt an anti-money laundering and countering the financing of terrorism (“AML/CFT”)
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may be more successful than we are in the development and implementation of new technologies, including services and
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to the Assets We Manage—Our investors may negotiate to pay us lower management fees and the economic terms of our future
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funds may be less favorable to us than those of our existing funds, which could adversely affect our revenues.”
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See “Risks Related to Our Business Operations—Risks Related to the Assets We Manage—Our funds make investments in
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companies that are based outside of the United States, which may expose us to additional risks not typically associated with
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investing in companies that are based in the United States.”
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and adversely affect our financial condition.
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investment funds. This significantly limits such investors’ ability to make new commitments to third-party managed investment
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Manage—Third-party investors in substantially all of our carry funds have the right to remove the general partner of the fund
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for cause, to accelerate the liquidation date of the investment fund without cause by a simple majority vote, and to terminate the
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cash flow and adversely affect our financial condition.
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In connection with raising new funds or making additional investments in existing funds, we negotiate terms for such
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changes in U.S. tax regulations. Moreover, our investment funds focused on Asia, and portfolio companies within non-Asia
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Taiwan could disrupt the manufacture of several business critical products or hardware components, including semiconductors,
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investors when considering their allocations to new investment funds. A decrease in the amount an investor commits to our
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credit agreements). The credit agreement contains financial and non-financial covenants with which we need to comply to
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any profits can be realized, particularly if market conditions were unaccommodating. We cannot predict when, or if, any
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may reduce our AUM, restrain its growth, reduce our fees, or otherwise alter the terms under which we do business when we
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us than those of our existing funds, which could adversely affect our revenues.”
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the noncompetition and nonsolicitation agreements to which certain of our senior Carlyle professionals are subject, together
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during the fourth quarter of 2024),140%, and 160% of the applicable starting share price. In addition, in February 2025, we
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and implementation of new technologies, including services and platforms based on artificial intelligence, to address investor
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have proposed or finalized laws that create regulatory risk around the use of AI Technologies or threaten to limit or eliminate
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damage our reputation and adversely affect our business.
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Moreover, the SEC (in May 2023) and the SEC and CFTC jointly (in February 2024) adopted changes to Form PF, a
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prohibited from sponsoring or investing in such funds.
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of trades. These rules could affect Carlyle’s business by making it more costly financially or otherwise burdensome for Carlyle
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affects our activities and creates the potential for significant liabilities and penalties, and could result in additional burdens on
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funds, including our investment funds. Compliance with any new laws or regulations (including recent heightened SEC scrutiny
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regulations may have an adverse effect on us and/or ourrenminbi (RMB)-denominated investment funds by, among other
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respect to issuers in which we may be considering making an investment. Consequently, we may be precluded from providing
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industry and change the way financial institutions, as well as asset managers, do business. A number of factors serve to increase
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investors or that target insurance capital;
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management fees and the economic terms of our future funds may be less favorable to us than those of our existing funds,
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which could adversely affect our revenues.”
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Operations—Risks Related to the Assets We Manage—Our funds make investments in companies that are based outside of the
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United States, which may expose us to additional risks not typically associated with investing in companies that are based in the
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investments to meet future capital calls. In cases where valuations of existing investments fall, the investment pace is delayed
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private equity and alternative investments were to decline.
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result in a significant decline in revenue generated from transaction fees. For instance, our current generations of U.S., Europe,
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related to amounts previously distributed to our senior Carlyle professionals, the majority of which relates to the accrued
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Arrangements / Fee Structure” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results
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Accounting Policies, and 8, Commitments and Contingencies, to the consolidated financial statements in Part II, Item 8 of this
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Annual Report on Form 10-K.
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material adverse effect on our business.
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uncertainty for our funds’ portfolio companies and our investment strategies and adversely affect the profitability of our funds’
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suffering losses. For example, investments in structured vehicles, including equity and debt securities issued by CLOs, involve
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the credit markets may result in an increase in credit spreads and a decline in ratings, performance, and market values for
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personnel; and risks associated with the acquisition of new investment platforms.
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“Risks Related to Our Business Operations—Risks Related to the Assets We Manage—The investments of our private equity
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funds are subject to a number of inherent risks.”
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Our investments in the life sciences industry may expose us to increased risks.
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