8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2025

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35538	45-2832612
(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)
1001 Pennsylvania Avenue, NW
Washington, DC 20004-2505
(Address of Principal Executive Offices, Including Zip Code)

(202) 729-5626

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any

of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CG	The Nasdaq Global Select Market
4.625% Subordinated Notes due 2061 of Carlyle Finance<br><br>L.L.C.	CGABL	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of<br><br>Certain Officers; Compensatory Arrangements of Certain Officers.

On December 5, 2025, The Carlyle Group Inc. (the “Company” or “Carlyle”) announced that Jeffrey W. Ferguson,

General Counsel, has decided to retire as General Counsel of the Company in 2026. Mr. Ferguson thereafter will become a

Senior Advisor to Carlyle. In that role, he will help ensure a smooth transition to his successor and continue working on various

ongoing matters. Carlyle is commencing a search to find Mr. Ferguson’s successor.

Item 7.01	Regulation FD Disclosure.

A copy of the Company’s press release regarding the matters described above has been furnished as Exhibit 99.1 to

this Current Report on Form 8-K.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of The Carlyle Group Inc., dated December 5, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned hereunto duly authorized.

	The Carlyle Group Inc.
Date: December 5, 2025	By:	/s/ John C. Redett
	Name:	John C. Redett
	Title:	Chief Financial Officer

CG 2025.12.05 8-K EX-99.1 Page | 1

Exhibit 99.1

Carlyle Announces Retirement of Jeffrey Ferguson, General Counsel

Jeffrey Ferguson to retire after over 25 years at the firm

Washington, D.C. and New York, NY, December 5, 2025 – Global investment firm Carlyle (NASDAQ: CG)

today announced that Jeffrey Ferguson, General Counsel at Carlyle since 1999, has decided to retire as General

Counsel of the firm in 2026. Mr. Ferguson thereafter will become a Senior Advisor to Carlyle. In that role, he will

help ensure a smooth transition to his successor and continue working on various ongoing matters. Carlyle is

commencing a search to find Mr. Ferguson’s successor.

Carlyle Chief Executive Officer, Harvey Schwartz, said, “Jeff has made important contributions to Carlyle’s legal

framework over more than two decades. As we begin the search for our next general counsel, we thank him for his

service to the firm and appreciate his support during the transition. We are proud of the strength of our executive

bench and the depth of experience across our leadership team.”

Carlyle Co-Chairmen, Bill Conway and David Rubenstein, said, “Jeff’s tenure at Carlyle has been defined by

professionalism, integrity, and a deep dedication to our global platform. His leadership has strengthened our legal,

regulatory, and governance capabilities around the world. We thank him for his many contributions and wish him

well in his retirement.”

Jeffrey Ferguson said, “It has been a privilege to serve Carlyle for the majority of my professional career. I am

deeply appreciative of the opportunity to work alongside the firm’s Founders, Harvey Schwartz, and the many

talented colleagues across our global platform. I am proud of what we have accomplished together and grateful for

the trust and collaboration over the years.”

About Carlyle

Carlyle (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across

three business segments: Global Private Equity, Global Credit, and Carlyle AlpInvest. With $474 billion of assets

under management as of September 30, 2025, Carlyle’s purpose is to invest wisely and create value on behalf of its

investors, portfolio companies, and the communities in which we live and invest. Carlyle employs more than 2,400

people in 27 offices across four continents. Further information is available at www.carlyle.com. Follow Carlyle on

X @OneCarlyle and LinkedIn at The Carlyle Group.

Media

Brittany Bensaull

+1 (212) 813-4839

brittany.bensaull@carlyle.com

OR

Kristen Ashton

+1 (212) 813-4763

kristen.ashton@carlyle.com

Public Investor Relations

Daniel Harris

+1 (212) 813-4527

daniel.harris@carlyle.com

Page | 2

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act

of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements

include, but are not limited to, statements related to our expectations, estimates, beliefs, projections, future plans and

strategies, anticipated events or trends, and similar expressions and statements that are not historical facts, including

our expectations regarding the performance of our business, our financial results, our liquidity and capital resources,

contingencies, and our dividend policy. You can identify these forward-looking statements by the use of words such

as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,”

“predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of these words or other comparable

words. Such forward-looking statements are subject to various risks, uncertainties, and assumptions. Accordingly,

there are or will be important factors that could cause actual outcomes or results to differ materially from those

indicated in these statements including, but not limited to, those described in this press release and under the section

entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the

U.S. Securities and Exchange Commission (“SEC”) on February 27, 2025, as such factors may be updated from

time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These

factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements

that are included in this press release and in our other periodic filings with the SEC. We undertake no obligation to

publicly update or review any forward-looking statements, whether as a result of new information, future

developments, or otherwise, except as required by applicable law.

This press release does not constitute an offer for any Carlyle fund.