UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 001-35538

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	45-2832612
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification No.)

1001 Pennsylvania Avenue, NW

Washington, DC, 20004-2505

(Address of principal executive offices) (Zip Code)

(202) 729-5626

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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<br><br>Finance L.L.C.	CGABL	The Nasdaq Global Select Market

As of November 4, 2025, there were 360,410,486 shares of common stock of the registrant outstanding.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during

the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for

the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2 of the Exchange Act.

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

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

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Unaudited Condensed Consolidated Financial Statements – September 30, 2025 and 2024:
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	5
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended<br><br>September 30, 2025 and 2024	6
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine<br><br>Months Ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months<br><br>Ended September 30, 2025 and 2024	8
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September<br><br>30, 2025 and 2024	10
	Notes to the Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	73
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	129
Item 4.	Controls and Procedures	130
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	131
Item 1A.	Risk Factors	131
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	131
Item 3.	Defaults Upon Senior Securities	131
Item 4.	Mine Safety Disclosures	131
Item 5.	Other Information	131
Item 6.	Exhibits	132
SIGNATURES		133

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Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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.

Website and Social Media Disclosure

We use our website (www.carlyle.com), our corporate Facebook page (www.facebook.com/onecarlyle), our corporate X

account (@OneCarlyle or www.x.com/onecarlyle), our corporate Instagram account (@onecarlyle or www.instagram.com/

onecarlyle), our corporate LinkedIn account (www.linkedin.com/company/the-carlyle-group), our corporate YouTube channel

(www.youtube.com/user/onecarlyle), and our corporate WeChat account (ID: gh_3e34f090ec20) as channels of distribution of

material company information. For example, financial and other material information regarding our company is routinely

posted on and accessible at www.carlyle.com. Accordingly, investors should monitor these channels, in addition to following

our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email

alerts and other information about Carlyle when you enroll your email address by visiting the “Email Alerts” section at http://

ir.carlyle.com/email-alerts. The contents of our website and social media channels are not, however, a part of this Quarterly

Report on Form 10-Q and are not incorporated by reference herein.

Carlyle does not conduct any public solicitations (including print and online articles, advertisements, or postings on social

media sites, messaging applications such as Telegram, WeChat, or WhatsApp, or other public platforms) with respect to

investments, fundraising, cryptocurrency, or opening accounts on social media sites. Any investment-related communication

received from these platforms purporting to be from a Carlyle professional is fraudulent and should be reported to authorities.

On January 1, 2020, we completed our conversion from a Delaware limited partnership named The Carlyle Group L.P.

into a Delaware Corporation named The Carlyle Group Inc. (the conversion, together with such restructuring steps and related

transactions, the “Conversion”).

Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q to “Carlyle,” the “Company,”

“we,” “us,” and “our” refer to The Carlyle Group Inc. and its consolidated subsidiaries. When we refer to our “senior Carlyle

professionals,” we are referring to the partner-level personnel of our firm. References in this Quarterly Report on Form 10-Q to

the ownership of the senior Carlyle professionals include the ownership of personal planning vehicles of these individuals.

When we refer to the “Carlyle Holdings partnerships” or “Carlyle Holdings,” we are referring to Carlyle Holdings I L.P.,

Carlyle Holdings II L.P., and Carlyle Holdings III L.P., which prior to the Conversion were the holding partnerships through

which the Company and our senior Carlyle professionals and other holders of Carlyle Holdings partnership units owned their

respective interests in our business.

“Carlyle funds,” “our funds,” and “our investment funds” refer to the investment funds and vehicles advised by Carlyle.

“Carry funds” generally refers to closed-end investment vehicles, in which commitments are drawn down over a specified

investment period, and in which the general partner receives a special residual allocation of income from limited partners,

which we refer to as carried interest, in the event that specified investment returns are achieved by the fund. Disclosures

referring to carry funds will also include the impact of certain commitments that do not earn carried interest, but are either part

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of or associated with our carry funds. The rate of carried interest, as well as the share of carried interest allocated to Carlyle,

may vary across the carry fund platform. Carry funds generally include the following investment vehicles across our three

business segments:

•Global Private Equity: Buyout, growth, real estate, and infrastructure & natural resources funds advised by Carlyle, as

well as certain energy funds advised by our strategic partner NGP Energy Capital Management (“NGP”) in which

Carlyle is entitled to receive a share of carried interest (“NGP Carry Funds”);

•Global Credit: Opportunistic credit, aviation finance, and other closed-end credit funds advised by Carlyle; and

•Carlyle AlpInvest (formerly, Global Investment Solutions): Funds and vehicles advised by AlpInvest Partners B.V.

and its affiliates (“AlpInvest”), which include global private equity programs that pursue secondary purchases and

financing of existing portfolios, managed co-investment programs, and primary fund investments.

Carry funds specifically exclude certain legacy Abingworth funds in which Carlyle is not entitled to receive a share of

carried interest, collateralized loan obligation vehicles (“CLOs”), our business development companies and associated managed

accounts, as well as capital raised from strategic third-party investors which directly invest in Fortitude (defined below)

alongside a carry fund.

For an explanation of the fund acronyms used throughout this Quarterly Report on Form 10-Q, refer to “Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operation – Our Global Investment Offerings.”

“Fortitude” refers to FGH Parent, L.P. (“FGH Parent”), the direct parent of Fortitude Group Holdings, LLC (“Fortitude

Holdings”). See Note 4, Investments, to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly

Report on Form 10-Q for more information regarding the Company’s strategic investment in Fortitude.

“Fee-earning assets under management” or “Fee-earning AUM” refers to the assets we manage or advise from which we

derive recurring fund management fees. Our Fee-earning AUM is generally based on one of the following, once fees have been

activated:

(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period

has not expired and for AlpInvest carry funds during the commitment fee period;

(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-investment

vehicles where the original investment period has expired;

(c)the amount of aggregate fee-earning collateral balance of our CLOs and other securitization vehicles, as defined in

the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions) as of the

quarterly cut-off date;

(d)the external investor portion of the net asset value of certain carry funds;

(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement;

(f)the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending

products, excluding cash and cash equivalents for one of our business development companies (included in “Fee-

earning AUM based on fair value and other” in the table below); and

(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee

period has expired and certain carry funds where the investment period has expired.

“Assets under management” or “AUM” refers to the assets we manage or advise. Our AUM generally equals the sum of

the following:

(a)the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts,

plus the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle

commitments to those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the

terms of their capital commitments to those funds and vehicles;

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(b) the amount of aggregate collateral balance and principal cash or aggregate principal amount of the notes of our

CLOs and other structured products (inclusive of all positions);

(d)the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement; and

(e) the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending

products, plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their

capital commitments to those vehicles.

We include in our calculation of AUM and Fee-earning AUM the NGP Carry Funds that are advised by NGP. Our

calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated

investment fund and from strategic investors which directly invest in Fortitude alongside the fund. The total AUM and Fee-

earning AUM related to the strategic advisory services agreement with Fortitude is inclusive of the net asset value of

investments in Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which

they are invested.

For most of our carry funds, total AUM includes the fair value of the capital invested, whereas Fee-earning AUM

includes the amount of capital commitments or the remaining amount of invested capital, depending on whether the original

investment period for the fund has expired. As such, Fee-earning AUM may be greater than total AUM when the aggregate fair

value of the remaining investments is less than the cost of those investments.

Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,

these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of

AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment

funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management

fees, incentive fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition

of AUM or Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.

“Performance Fee Eligible AUM” represents the AUM of funds for which we are entitled to receive performance

allocations, inclusive of the fair value of investments in those funds (which we refer to as “Performance Fee Eligible Fair

Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-Generating” when the associated

fund has achieved the specified investment returns required under the terms of the fund’s agreement and is accruing

performance revenue as of the quarter-end reporting date. Funds whose performance allocations are treated as fee related

performance allocations are excluded from these metrics.

“Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for which there is no

immediate requirement to return capital to investors upon the realization of investments made with such capital, except as

required by applicable law. Perpetual Capital may be materially reduced or terminated under certain conditions, including

reductions from changes in valuations and payments to investors, including through elections by investors to redeem their

investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew the respective

investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory services agreement

with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other direct lending

products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), (e) our closed-end tender offer Carlyle AlpInvest Private Markets

(“CAPM”) and Carlyle AlpInvest Private Markets Secondaries (“CAPS”) funds, and (f) certain other structured credit products.

“Legacy Energy Funds” include Energy III, Energy IV, and Renew II and are managed with Riverstone and its affiliates.

The investment periods for these funds have expired and the remaining investments in each fund are being disposed of in the

ordinary course of business. The impact of these funds is no longer significant to our results of operations.

“Metropolitan” or “MRE” refers to Metropolitan Real Estate Management, LLC, which was included in the Carlyle

AlpInvest business segment prior to its sale on April 1, 2021.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The Carlyle Group Inc.

Condensed Consolidated Balance Sheets

(Dollars in millions)

	September 30,<br><br>2025	December 31,<br><br>2024
	(Unaudited)
Assets
Cash and cash equivalents	$2,221.7	$1,266.0
Cash and cash equivalents held at Consolidated Funds	1,037.3	830.4
Investments, including accrued performance allocations of $6,956.3 and $7,053.5 as of<br><br>September 30, 2025 and December 31, 2024, respectively	10,515.4	10,936.7
Investments of Consolidated Funds	11,083.3	7,782.4
Due from affiliates and other receivables, net	741.2	805.6
Due from affiliates and other receivables of Consolidated Funds, net	259.4	237.1
Fixed assets, net	199.1	185.3
Lease right-of-use assets, net	340.6	341.4
Deposits and other	89.6	56.9
Intangible assets, net	540.0	634.1
Deferred tax assets	28.3	27.6
Total assets	$27,055.9	$23,103.5
Liabilities and equity
Debt obligations	$2,984.2	$2,143.5
Loans payable of Consolidated Funds	9,199.5	6,864.2
Accounts payable, accrued expenses and other liabilities	433.8	389.8
Accrued compensation and benefits	5,288.4	5,446.6
Due to affiliates	214.8	241.9
Deferred revenue	373.0	138.7
Deferred tax liabilities	80.7	137.0
Other liabilities of Consolidated Funds	1,112.2	861.6
Lease liabilities	479.6	488.6
Accrued giveback obligations	44.6	44.0
Total liabilities	20,210.8	16,755.9
Commitments and contingencies
Common stock, $0.01 par value, 100,000,000,000 shares authorized (360,136,508 and<br><br>357,183,632 shares issued and outstanding as of September 30, 2025 and December 31,<br><br>2024, respectively)	3.6	3.6
Additional paid-in-capital	4,194.7	3,892.3
Retained earnings	1,617.8	2,040.8
Accumulated other comprehensive loss	(196.5)	(329.8)
Non-controlling interests in consolidated entities	1,225.5	740.7
Total equity	6,845.1	6,347.6
Total liabilities and equity	$27,055.9	$23,103.5

See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(Dollars in millions, except share and per share data)

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
Revenues
Fund management fees	$583.3	$532.7	$1,789.8	$1,590.7
Incentive fees	51.4	38.7	135.1	96.2
Investment income (loss)
Performance allocations	(606.7)	1,785.5	255.0	1,826.7
Principal investment income	87.7	46.0	79.8	207.2
Total investment income (loss)	(519.0)	1,831.5	334.8	2,033.9
Interest and other income	53.6	52.2	159.2	161.9
Interest and other income of Consolidated Funds	163.4	180.1	459.8	510.6
Total revenues	332.7	2,635.2	2,878.7	4,393.3
Expenses
Compensation and benefits
Cash-based compensation and benefits	216.2	207.5	673.0	635.7
Equity-based compensation	90.7	121.6	287.1	355.1
Performance allocations and incentive fee related compensation	(324.6)	1,151.0	290.4	1,222.4
Total compensation and benefits	(17.7)	1,480.1	1,250.5	2,213.2
General, administrative and other expenses	180.7	176.6	559.8	512.2
Interest	29.8	30.3	85.6	91.5
Interest and other expenses of Consolidated Funds	177.3	162.0	461.6	438.7
Other non-operating income	—	(0.1)	(0.1)	(0.2)
Total expenses	370.1	1,848.9	2,357.4	3,255.4
Other income (loss)
Net investment income (loss) of Consolidated Funds	123.2	2.5	176.1	(9.6)
Income before provision (benefit) for income taxes	85.8	788.8	697.4	1,128.3
Provision (benefit) for income taxes	(26.7)	173.1	98.2	264.5
Net income	112.5	615.7	599.2	863.8
Net income attributable to non-controlling interests in consolidated entities	111.6	20.0	148.6	54.3
Net income attributable to The Carlyle Group Inc.	$0.9	$595.7	$450.6	$809.5
Net income attributable to The Carlyle Group Inc. per common share (see Note 12)
Basic	$0.00	$1.67	$1.25	$2.26
Diluted	$0.00	$1.63	$1.22	$2.21
Weighted-average common shares
Basic	360,065,837	357,689,521	359,965,320	358,966,961
Diluted	376,487,705	364,789,752	369,932,801	367,073,705

Substantially all revenue is earned from affiliates of the Company. See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(Dollars in millions)

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
Net income	$112.5	$615.7	$599.2	$863.8
Other comprehensive income (loss)
Foreign currency translation adjustments	(6.8)	64.7	145.7	34.8
Defined benefit plans
Unrealized income (loss) for the period	(1.4)	0.3	(2.0)	0.9
Reclassification adjustment for gain during the period, included in<br><br>cash-based compensation and benefits expense	(0.1)	—	(0.2)	(0.1)
Other comprehensive income (loss)	(8.3)	65.0	143.5	35.6
Comprehensive income	104.2	680.7	742.7	899.4
Comprehensive income attributable to non-controlling interests in<br><br>consolidated entities	110.3	26.9	158.8	58.5
Comprehensive income (loss) attributable to The Carlyle Group Inc.	$(6.1)	$653.8	$583.9	$840.9

See accompanying notes.

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The Carlyle Group Inc.

Condensed Consolidated Statements of Changes in Equity

(Unaudited)

(Dollars and shares in millions)

	Common<br><br>Shares	Common<br><br>Stock	Additional<br><br>Paid-in-<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interests in<br><br>Consolidated<br><br>Entities	Total<br><br>Equity
Balance at June 30, 2025	359.0	$3.6	$4,096.4	$1,950.0	$(189.5)	$857.1	$6,717.6
Shares repurchased	(1.6)	(0.1)	—	(99.9)	—	—	(100.0)
Net shares issued for equity-based awards	2.7	—	—	(102.7)	—	—	(102.7)
Equity-based compensation	—	0.1	94.3	—	—	—	94.4
Dividend-equivalent rights on certain equity-<br><br>based awards	—	—	4.0	(4.0)	—	—	—
Contributions	—	—	—	—	—	367.8	367.8
Dividends and distributions	—	—	—	(126.5)	—	(109.7)	(236.2)
Net income	—	—	—	0.9	—	111.6	112.5
Currency translation adjustments	—	—	—	—	(5.5)	(1.3)	(6.8)
Defined benefit plans, net	—	—	—	—	(1.5)	—	(1.5)
Balance at September 30, 2025	360.1	$3.6	$4,194.7	$1,617.8	$(196.5)	$1,225.5	$6,845.1
	Common<br><br>Shares	Common<br><br>Stock	Additional<br><br>Paid-in-<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interests in<br><br>Consolidated<br><br>Entities	Total<br><br>Equity
Balance at December 31, 2024	357.2	$3.6	$3,892.3	$2,040.8	$(329.8)	$740.7	$6,347.6
Shares repurchased	(4.3)	(0.1)	—	(224.9)	—	—	(225.0)
Net shares issued for equity-based awards	7.2	—	—	(257.8)	—	—	(257.8)
Equity-based compensation	—	0.1	290.7	—	—	—	290.8
Dividend-equivalent rights on certain equity-<br><br>based awards	—	—	11.7	(11.7)	—	—	—
Initial consolidation of a Consolidated Entity	—	—	—	—	—	35.0	35.0
Contributions	—	—	—	—	—	599.1	599.1
Dividends and distributions	—	—	—	(379.2)	—	(308.1)	(687.3)
Net income	—	—	—	450.6	—	148.6	599.2
Currency translation adjustments	—	—	—	—	135.5	10.2	145.7
Defined benefit plans, net	—	—	—	—	(2.2)	—	(2.2)
Balance at September 30, 2025	360.1	$3.6	$4,194.7	$1,617.8	$(196.5)	$1,225.5	$6,845.1

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	Common<br><br>Shares	Common<br><br>Stock	Additional<br><br>Paid-in-<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interests in<br><br>Consolidated<br><br>Entities	Total<br><br>Equity
Balance at June 30, 2024	356.4	$3.6	$3,642.6	$1,707.7	$(324.0)	$699.5	$5,729.4
Shares repurchased	(1.7)	(0.1)	—	(63.3)	—	—	(63.4)
Net shares issued for equity-based awards	3.0	—	—	(85.5)	—	—	(85.5)
Equity-based compensation	—	0.1	128.2	—	—	—	128.3
Dividend-equivalent rights on certain equity-<br><br>based awards	—	—	3.7	(3.7)	—	—	—
Contributions	—	—	—	—	—	98.8	98.8
Dividends and distributions	—	—	—	(125.5)	—	(27.4)	(152.9)
Net income	—	—	—	595.7	—	20.0	615.7
Currency translation adjustments	—	—	—	—	57.8	6.9	64.7
Change in ownership interests of a Consolidated<br><br>Entity	—	—	—	9.1	—	(9.1)	—
Defined benefit plans, net	—	—	—	—	0.3	—	0.3
Balance at September 30, 2024	357.7	$3.6	$3,774.5	$2,034.5	$(265.9)	$788.7	$6,335.4
	Common<br><br>Shares	Common<br><br>Stock	Additional<br><br>Paid-in-<br><br>Capital	Retained<br><br>Earnings	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Loss	Non-<br><br>controlling<br><br>Interests in<br><br>Consolidated<br><br>Entities	Total<br><br>Equity
Balance at December 31, 2023	361.3	$3.6	$3,403.0	$2,082.1	$(297.3)	$593.1	$5,784.5
Shares repurchased	(8.0)	(0.1)	—	(345.6)	—	—	(345.7)
Net shares issued for equity-based awards	4.4	—	—	(133.2)	—	—	(133.2)
Equity-based compensation	—	0.1	361.9	—	—	—	362.0
Dividend-equivalent rights on certain equity-<br><br>based awards	—	—	9.6	(9.6)	—	—	—
Contributions	—	—	—	—	—	219.2	219.2
Dividends and distributions	—	—	—	(377.8)	—	(73.0)	(450.8)
Net income	—	—	—	809.5	—	54.3	863.8
Currency translation adjustments	—	—	—	—	30.6	4.2	34.8
Change in ownership interests of a Consolidated<br><br>Entity	—	—	—	9.1	—	(9.1)	—
Defined benefit plans, net	—	—	—	—	0.8	—	0.8
Balance at September 30, 2024	357.7	$3.6	$3,774.5	$2,034.5	$(265.9)	$788.7	$6,335.4

See accompanying notes.

Table of Contents

The Carlyle Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in millions)

	Nine Months Ended September 30,
	2025	2024
Cash flows from operating activities
Net income	$599.2	$863.8
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	143.1	137.0
Equity-based compensation	287.1	355.1
Non-cash performance allocations and incentive fees, net	13.1	(387.9)
Non-cash principal investment income	(50.2)	(188.4)
Other non-cash amounts	35.9	15.8
Consolidated Funds related:
Realized/unrealized (gain) loss on investments of Consolidated Funds	(100.1)	(58.1)
Realized/unrealized (gain) loss from loans payable of Consolidated Funds	(76.0)	67.7
Purchases of investments by Consolidated Funds	(8,990.3)	(4,993.8)
Proceeds from sales and settlements of investments by Consolidated Funds	5,169.3	3,694.7
Non-cash interest income, net	(13.0)	(16.7)
Change in cash and cash equivalents held at Consolidated Funds	317.1	(187.3)
Change in other receivables held at Consolidated Funds	(8.0)	(72.9)
Change in other liabilities held at Consolidated Funds	65.3	119.6
Purchases of investments	(251.1)	(213.8)
Proceeds from the sale of investments	664.0	333.3
Payments of contingent consideration	(2.7)	(4.0)
Changes in deferred taxes, net	(67.5)	98.3
Change in due from affiliates and other receivables	(8.7)	(40.1)
Change in deposits and other	(25.4)	(5.4)
Change in accounts payable, accrued expenses and other liabilities	37.8	15.4
Change in accrued compensation and benefits	(61.4)	(170.8)
Change in due to affiliates	25.1	(0.9)
Change in lease right-of-use assets and lease liabilities	(9.7)	(5.4)
Change in deferred revenue	226.7	238.1
Net cash used in operating activities	(2,080.4)	(406.7)
Cash flows from investing activities
Purchases of corporate treasury investments	—	(5.0)
Proceeds from corporate treasury investments	—	5.1
Purchases of fixed assets, net	(57.4)	(51.0)
Net cash used in investing activities	(57.4)	(50.9)

Table of Contents

	Nine Months Ended September 30,
	2025	2024
Cash flows from financing activities
Borrowings under credit facilities	—	10.4
Repayments under credit facilities	—	(10.4)
Issuance of 5.05% senior notes due 2035, net of financing costs	792.9	—
Payments on CLO borrowings	(52.0)	(73.3)
Proceeds from CLO borrowings, net of financing costs	64.8	0.5
Net borrowings on loans payable of Consolidated Funds	2,755.1	1,220.5
Dividends to common stockholders	(379.2)	(377.8)
Payment of deferred consideration for Carlyle Holdings units	—	(68.8)
Contributions from non-controlling interest holders	599.1	219.2
Distributions to non-controlling interest holders	(308.1)	(73.0)
Common shares repurchased and net share settlement of equity-based awards	(482.8)	(478.8)
Change in due to/from affiliates financing activities	25.6	2.2
Net cash provided by financing activities	3,015.4	370.7
Effect of foreign exchange rate changes	82.3	23.7
Increase (decrease) in cash, cash equivalents and restricted cash	959.9	(63.2)
Cash, cash equivalents and restricted cash, beginning of period	1,266.5	1,442.1
Cash, cash equivalents and restricted cash, end of period	$2,226.4	$1,378.9
Supplemental non-cash disclosures
Initial consolidation of Consolidated Funds	$55.0	$—
Net asset impact of deconsolidation of Consolidated Funds	$(512.5)	$(44.9)
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	$2,221.7	$1,376.8
Restricted cash	4.7	2.1
Total cash, cash equivalents and restricted cash, end of period	$2,226.4	$1,378.9
Cash and cash equivalents held at Consolidated Funds	$1,037.3	$488.5

See accompanying notes.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Organization

Carlyle is one of the world’s largest global investment firms that deploys private capital across its business and conducts

its operations through three reportable segments: Global Private Equity, Global Credit, and Carlyle AlpInvest (see Note 15,

Segment Reporting). The Global Private Equity segment advises buyout, growth, real estate, and infrastructure & natural

resources funds. The Global Private Equity segment also includes the NGP Carry Funds advised by NGP. The Global Credit

segment advises funds and vehicles that pursue investment strategies including insurance solutions, liquid credit, opportunistic

credit, direct lending, asset-backed finance, aviation finance, infrastructure credit, cross-platform credit products, and global

capital markets. The Carlyle AlpInvest segment (formerly, Global Investment Solutions) advises global private equity programs

that pursue secondary purchases and financing of existing portfolios, managed co-investment programs, and primary fund

investments. Carlyle typically serves as the general partner, investment manager, or collateral manager, making day-to-day

investment decisions concerning the assets of these products.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles

generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company and its consolidated

subsidiaries. In addition, certain Carlyle-affiliated funds, related co-investment entities, and certain CLOs managed by the

Company (collectively, the “Consolidated Funds”) have been consolidated in the accompanying financial statements. The

consolidation of the Consolidated Funds generally has a gross-up effect on assets, liabilities and cash flows, and generally has

no effect on the net income attributable to the Company. The economic ownership interests of the other investors in the

Consolidated Funds are reflected as non-controlling interests in consolidated entities in the accompanying condensed

consolidated financial statements. All of the investments held and notes issued by the Consolidated Funds are presented at their

estimated fair values in the Company’s condensed consolidated balance sheets. Interest and other income of the Consolidated

Funds, interest expense and other expenses of the Consolidated Funds, and net investment income (losses) of Consolidated

Funds are included in the Company’s condensed consolidated statements of operations.

Management has determined that the Company’s funds are investment companies under U.S. GAAP for the purposes of

financial reporting. U.S. GAAP for an investment company requires investments to be recorded at estimated fair value and the

unrealized gains and/or losses in an investment’s fair value are recognized on a current basis in the statements of operations.

Additionally, the funds do not consolidate their majority-owned and controlled investments (the “Portfolio Companies”). In the

preparation of these condensed consolidated financial statements, the Company has retained the specialized accounting for the

funds.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for

interim financial information. These statements, including notes, have not been audited, exclude some of the disclosures

required for annual financial statements, and should be read in conjunction with the audited consolidated financial statements

included in the Company’s 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. The operating results presented for interim periods are not

necessarily indicative of the results that may be expected for any other interim period or for the entire year. In the opinion of

management, the condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals,

which are necessary for the fair presentation of the financial condition and results of operations for the interim periods

presented.

Principles of Consolidation

The Company consolidates all entities that it controls either through a majority voting interest or as the primary

beneficiary of variable interest entities (“VIEs”).

The Company evaluates (1) whether it holds a variable interest in an entity, (2) whether the entity is a VIE, and (3)

whether the Company’s involvement would make it the primary beneficiary. In evaluating whether the Company holds a

variable interest, fees (including management fees, incentive fees and performance allocations) that are customary and

commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not considered variable

interests. The Company considers all economic interests, including indirect interests, to determine if a fee is considered a

variable interest.

For those entities where the Company holds a variable interest, the Company determines whether each of these entities

qualifies as a VIE and, if so, whether or not the Company is the primary beneficiary. The assessment of whether the entity is a

VIE is generally performed qualitatively, which requires judgment. These judgments include: (a) determining whether the

equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial

support, (b) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the economic

performance of the entity, (c) determining whether two or more parties’ equity interests should be aggregated, and (d)

determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to

receive returns from an entity.

For entities that are determined to be VIEs, the Company consolidates those entities where it has concluded it is the

primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities

of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity

or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether the

Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly

by the Company.

As of September 30, 2025, assets and liabilities of the consolidated VIEs reflected in the condensed consolidated balance

sheets were $12.4 billion and $10.3 billion, respectively. As of December 31, 2024, assets and liabilities of the consolidated

VIEs reflected in the consolidated balance sheets were $8.9 billion and $7.7 billion, respectively. Except to the extent of the

consolidated assets of the VIEs, the holders of the consolidated VIEs’ liabilities generally do not have recourse to the Company.

The Company’s Consolidated Funds are primarily CLOs, which are VIEs that issue loans payable that are backed by

diversified collateral asset portfolios consisting primarily of loans or structured debt. In exchange for managing the collateral

for the CLOs, the Company earns investment management fees, including in some cases subordinated management fees and

contingent incentive fees. In cases where the Company consolidates the CLOs (primarily because of a retained interest that is

significant to the CLO), those management fees and contingent incentive fees have been eliminated as intercompany

transactions. As of September 30, 2025, the Company held $392.5 million of investments in these CLOs which represents its

maximum risk of loss. The Company’s investments in these CLOs are generally subordinated to other interests in the entities

and entitle the Company to receive a pro rata portion of the residual cash flows, if any, from the entities. Investors in the CLOs

have no recourse against the Company for any losses sustained in the CLO structure. The Company’s Consolidated Funds also

include certain investment funds in the Global Private Equity segment that are accounted for as consolidated VIEs due to the

Company providing financing to bridge investment purchases. As of September 30, 2025, the Company held $890.1 million of

notes receivable and investments related to these investment funds which represents its maximum risk of loss. The Company’s

Consolidated Funds also include certain funds in the Global Credit and Carlyle AlpInvest segments that are accounted for as

consolidated VIEs due to the Company having either a significant direct interest in these funds or significant indirect interest

via the Company’s investment in Fortitude (see Note 4, Investments).

Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities. Under the voting

interest entity model, the Company consolidates those entities it controls through a majority voting interest.

All significant inter-entity transactions and balances of entities consolidated have been eliminated.

Investments in Unconsolidated Variable Interest Entities

The Company holds variable interests in certain VIEs that are not consolidated because the Company is not the primary

beneficiary, including its investments in certain credit vehicles and certain AlpInvest vehicles, as well as its strategic investment

in NGP Management Company, L.L.C. (“NGP Management” and, together with its affiliates, “NGP”). Refer to Note 4,

Investments, for information on the strategic investment in NGP. The Company’s involvement with such entities is in the form

of direct or indirect equity interests and fee arrangements. The maximum exposure to loss represents the loss of assets

recognized by the Company relating to its variable interests in these unconsolidated entities.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The assets recognized in the Company’s condensed consolidated balance sheets related to the Company’s variable

interests in these non-consolidated VIEs were as follows:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Investments	$820.4	$942.6
Accrued performance allocations	742.1	580.8
Management fee receivables	84.6	62.4
Total	$1,647.1	$1,585.8

These amounts represent the Company’s maximum exposure to loss related to the unconsolidated VIEs as of

September 30, 2025 and December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make assumptions and

estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting

period. Management’s estimates are based on historical experiences and other factors, including expectations of future events

that management believes to be reasonable under the circumstances. It also requires management to exercise judgment in the

process of applying the Company’s accounting policies. Assumptions and estimates regarding the valuation of investments and

their resulting impact on performance allocations and incentive fees involve a higher degree of judgment and complexity and

these assumptions and estimates may be significant to the condensed consolidated financial statements and the resulting impact

on performance allocations and incentive fees. Actual results could differ from these estimates and such differences could be

material.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from

Contracts with Customers. Revenue is recognized when the Company transfers promised goods or services to customers in an

amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

ASC 606 includes a five-step framework that requires an entity to: (i) identify the contract(s) with a customer, which includes

assessing the collectability of the consideration to which it will be entitled in exchange for the goods or services transferred to

the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the

transaction price to the performance obligations in the contract, and (v) recognize revenue when the entity satisfies a

performance obligation.

The Company accounts for performance allocations that represent a performance-based capital allocation from fund

limited partners to the Company (commonly known as “carried interest”) as earnings from financial assets within the scope of

ASC 323, Investments—Equity Method and Joint Ventures, and therefore are not in the scope of ASC 606. In accordance with

ASC 323, the Company records equity method income (losses) as a component of investment income based on the change in its

proportionate claim on net assets of the investment fund, including performance allocations, assuming the investment fund was

liquidated as of each reporting date pursuant to each fund’s governing agreements. See Note 4, Investments, for additional

information on the components of investments and investment income. Performance fees that do not meet the definition of

performance-based capital allocations are in the scope of ASC 606 and are included in incentive fees in the condensed

consolidated statements of operations. The calculation of unrealized performance revenues utilizes investment valuations of the

funds’ underlying investments, which are derived using the policies, methodologies and templates prepared by the Company’s

valuation group, as described in Note 3, Fair Value Measurement.

While the determination of who is the customer in a contractual arrangement will be made on a contract-by-contract

basis, the customer will generally be the investment fund for the Company’s significant management and advisory contracts.

The customer determination impacts the Company’s analysis of the accounting for contract costs.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Fund Management Fees

The Company provides management services to funds in which it holds a general partner interest or to funds or certain

portfolio companies with which it has an investment advisory or investment management agreement. The Company considers

the performance obligations in its contracts with its funds to be the promise to provide (or to arrange for third parties to provide)

investment management services related to the management, policies and operations of the funds.

As it relates to the Company’s performance obligation to provide investment management services, the Company

typically satisfies this performance obligation over time as the services are rendered, as the funds simultaneously receive and

consume the benefits provided as the Company performs the service. The transaction price is the amount of consideration to

which the Company expects to be entitled in exchange for transferring the promised services to the funds. Management fees

earned from each investment management contract over the contract life represent variable consideration because the

consideration the Company is entitled to varies based on fluctuations in the basis for the management fee, for example fund net

asset value (“NAV”) or assets under management (“AUM”). Given that the management fee basis is susceptible to market

factors outside of the Company’s influence, management fees are constrained and, therefore, estimates of future period

management fees are generally not included in the transaction price. Revenue recognized for the investment management

services provided is generally the amount determined at the end of the period because that is when the uncertainty for that

period is resolved.

For closed-end carry funds in the Global Private Equity segment, management fees generally range from 1.0% to 2.0% of

limited partners’ capital commitments during the fund’s commitment period. For closed-end carry funds in the Global Credit

segment, management fees generally range from 1.0% to 2.0% of limited partners’ invested capital. Following the expiration or

termination of the investment period, management fees generally are based on the lower of cost or fair value of invested capital

and the rate charged may also be reduced. These terms may vary for certain separately managed accounts, longer-dated carry

funds, and other closed-end funds. The Company will receive management fees during a specified period of time, which is

generally ten years from the initial closing date, or, in some instances, from the final closing date, but such termination date

may be earlier in certain limited circumstances or later if extended for successive one-year periods, typically up to a maximum

of two years. Depending upon the contracted terms of investment advisory or investment management and related agreements,

these fees are generally called semi-annually in advance and are recognized as earned over the subsequent six month period.

For certain longer-dated carry funds and certain other closed-end funds, management fees are called quarterly over the life of

the funds.

Within the Global Credit segment, for CLOs and other structured products, management fees generally range from 0.4%

to 0.5% based on the total par amount of assets or the aggregate principal amount of the notes in the CLO and are generally due

quarterly in arrears based on the terms and recognized over the respective period. Management fees for the CLOs and other

structured products are governed by indentures and collateral management agreements. The Company will receive management

fees for the CLOs, generally five to ten years after issuance, including after the CLO redemption date until all eligible assets are

disposed of or at such time the collateral manager waives fees at its discretion. Management fees for the business development

companies are due quarterly in arrears at annual rates that range from 1.0% of capital under management to 1.5% of gross

assets, excluding cash and cash equivalents. Management fees for CTAC are due monthly in arrears at an annual rate of 1.0% of

the month-end value of the CTAC’s net assets. Carlyle Aviation Partners’ funds have varying management fee arrangements

depending on the strategy of the particular fund. Under the strategic advisory services agreement with Fortitude, the Company

earns a recurring management fee based on Fortitude’s general account assets, which adjusts within an agreed upon range based

on Fortitude’s overall profitability and is due quarterly in arrears. Management fees for certain of our perpetual capital

strategies and separately managed accounts in Global Credit have annual rates that generally range from 0.10% to 0.75%, which

are charged based on invested capital or the fair value of the underlying assets, though management fee arrangements vary

depending on the strategy of the particular account.

Management fees for the Company’s carry fund vehicles in the Carlyle AlpInvest segment generally range from 0.25% to

1.5% of the vehicle’s capital commitments during the commitment fee period of the relevant fund. Following the expiration of

the commitment fee period, the management fees generally range from 0.25% to 1.5% on (i) the net invested capital, (ii) the

lower of cost or net asset value of the capital invested, or (iii) the net asset value for unrealized investments. Management fees

for the Carlyle AlpInvest carry fund vehicles are generally due quarterly in advance and recognized over the related quarter.

The investment advisers to the CAPM funds are entitled to receive a monthly management fee equal to 1.25% on an annualized

basis of the fund’s net asset value as of the last day of the month.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The Company also provides transaction advisory and portfolio advisory services to the portfolio companies, and where

covered by separate contractual agreements, recognizes fees for these services when the performance obligation has been

satisfied and collection is reasonably assured. The Company is generally required to offset its fund management fees earned

from the funds that have invested in the portfolio companies to which the service has been provided by a percentage of the

transaction and advisory fees allocable to those funds. This amount is referred to as the “rebate offset,” and is generally 100%.

Transaction and advisory fees allocable to funds that do not pay fund management fees do not have a rebate offset. The

Company also recognizes underwriting fees from the Company’s loan syndication and capital markets business, Carlyle Global

Capital Markets. Fund management fees include transaction and portfolio advisory fees, as well as capital markets fees, of

$21.1 million and $25.1 million for the three months ended September 30, 2025 and 2024, respectively, and $143.6 million and

$75.1 million for the nine months ended September 30, 2025 and 2024, respectively, net of rebate offsets as defined in the

respective fund limited partnership agreements.

Fund management fees exclude the reimbursement of any partnership expenses paid by the Company on behalf of the

Carlyle funds pursuant to the limited partnership agreements, including amounts related to the pursuit of actual, proposed, or

unconsummated investments, professional fees, expenses associated with the acquisition, holding and disposition of

investments, and other fund administrative expenses. For the professional fees that the Company arranges for the investment

funds, the Company concluded that the nature of its promise is to arrange for the services to be provided and it does not control

the services provided by third parties before they are transferred to the customer. Therefore, the Company concluded it is acting

in the capacity of an agent. Accordingly, the reimbursement for these professional fees paid on behalf of the investment funds is

presented on a net basis in general, administrative and other expenses in the condensed consolidated statements of operations.

The Company also incurs certain costs, primarily employee travel and entertainment costs, employee compensation and

systems costs, for which it receives reimbursement from the investment funds in connection with its performance obligation to

provide investment and management services. For reimbursable travel, compensation and systems costs, the Company

concluded it controls the services provided by its employees and the resources used to develop applicable systems before they

are transferred to the customer and therefore is a principal. Accordingly, the reimbursement for these costs incurred by the

Company to manage the fund limited partnerships are presented on a gross basis in interest and other income in the condensed

consolidated statements of operations and the expense in general, administrative and other expenses or cash-based

compensation and benefits expenses in the condensed consolidated statements of operations.

Incentive Fees

The Company is also entitled to receive performance-based incentive fees when the return on assets under management

exceeds certain benchmark returns or other performance targets. In such arrangements, incentive fees are recognized when the

performance benchmark has been achieved. Incentive fees are variable consideration because they are contingent upon the

investment vehicle achieving stipulated investment return hurdles. Investment returns are highly susceptible to market factors

outside of the Company’s influence. Accordingly, incentive fees are constrained until all uncertainty is resolved. Estimates of

future period incentive fees are generally not included in the transaction price because these estimates are constrained. The

transaction price for incentive fees is generally the amount determined at the end of each accounting period to which they relate

because that is when the uncertainty for that period is resolved, as these fees are not subject to clawback.

Investment Income (Loss), including Performance Allocations

Investment income (loss) represents the unrealized and realized gains and losses resulting from the Company’s equity

method investments, including any associated general partner performance allocations, and other principal investments,

including CLOs.

General partner performance allocations consist of the allocation of profits from certain of the funds to which the

Company is entitled (commonly known as carried interest).

For closed-end carry funds in the Global Private Equity and Global Credit segments, the Company is generally entitled to

a 20% allocation (or approximately 2% to 12.5% for most of the Carlyle AlpInvest segment carry fund vehicles) of the net

realized income or gain as a carried interest after returning the invested capital, the allocation of preferred returns of generally

7% to 9% and return of certain fund costs (generally subject to catch-up provisions as set forth in the fund limited partnership

agreement). These terms may vary on longer-dated funds, certain credit funds, and external co-investment vehicles. Carried

interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in each respective

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

partnership agreement. The Company recognizes revenues attributable to performance allocations based upon the amount that

would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that date.

Accordingly, the amount recognized as investment income for performance allocations reflects the Company’s share of the

gains and losses of the associated funds’ underlying investments measured at their then-current fair values relative to the fair

values as of the end of the prior period. Because of the inherent uncertainty, these estimated values may differ significantly

from the values that would have been used had a ready market for the investments existed, and it is reasonably possible that the

difference could be material.

Carried interest is ultimately realized when: (i) an underlying investment is profitably disposed of, (ii) certain costs borne

by the limited partner investors have been reimbursed, (iii) the fund’s cumulative returns are in excess of the preferred return,

and (iv) the Company has decided to collect carry rather than return additional capital to limited partner investors. Realized

carried interest may be required to be returned by the Company in future periods if the fund’s investment values decline below

certain levels. When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously

recognized performance allocations are reversed. In all cases, each fund is considered separately in this regard, and for a given

fund, performance allocations can never be negative over the life of a fund. If upon a hypothetical liquidation of a fund’s

investments at their then-current fair values, previously recognized and distributed carried interest would be required to be

returned, a liability is established for the potential giveback obligation. As of September 30, 2025 and December 31, 2024, the

Company accrued $44.6 million and $44.0 million, respectively, for giveback obligations.

Principal investment income (loss) is realized when the Company redeems all or a portion of its investment or when the

Company receives or is due cash income, such as dividends or distributions. Unrealized principal investment income (loss)

results from the Company’s proportionate share of the investee’s unrealized earnings, including changes in the fair value of the

underlying investment, as well as the reversal of unrealized gain (loss) at the time an investment is realized. As it relates to the

Company’s investments in NGP (see Note 4, Investments), principal investment income includes the related amortization of the

basis difference between the Company’s carrying value of its investment and the Company’s share of underlying net assets of

the investee, as well as the compensation expense associated with compensatory arrangements provided by the Company to

employees of its equity method investee, and impairment charges.

Interest Income

Interest income is recognized when earned. For debt securities representing non-investment grade beneficial interests in

securitizations, the effective yield is determined based on the estimated cash flows of the security. Changes in the effective

yield of these securities due to changes in estimated cash flows are recognized on a prospective basis as adjustments to interest

income in future periods. Interest income earned by the Company is included in interest and other income in the accompanying

condensed consolidated statements of operations. Interest income of the Consolidated Funds was $146.9 million and $158.0

million for the three months ended September 30, 2025 and 2024, respectively, and $412.4 million and $449.9 million for the

nine months ended September 30, 2025 and 2024, respectively, and is included in interest and other income of Consolidated

Funds in the accompanying condensed consolidated statements of operations.

Credit Losses

The Company measures all expected credit losses for financial assets held at the reporting date in accordance with ASC

326, Financial Instruments—Credit Losses, based on historical experience, current conditions, and reasonable and supportable

forecasts. The Company assesses the collection risk characteristics of the outstanding amounts in its due from affiliates balance

into the following pools of receivables:

•Reimbursable fund expenses receivables,

•Management fee receivables,

•Incentive fee receivables,

•Transaction fee receivables,

•Portfolio fee receivables, and

•Notes receivable.

The Company generally utilizes either historical credit loss information or discounted cash flows to calculate expected

credit losses for each pool. The Company’s receivables are predominantly with its investment funds, which have low risk of

credit loss based on the Company’s historical experience. Historical credit loss data may be adjusted for current conditions and

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

reasonable and supportable forecasts, including the Company’s expectation of near-term realization based on the liquidity of the

affiliated investment funds.

Compensation and Benefits

Cash-Based Compensation and Benefits – Cash-based compensation and benefits includes salaries, bonuses

(discretionary awards and guaranteed amounts), performance payment arrangements, and benefits paid and payable to Carlyle

employees. Bonuses are accrued over the service period to which they relate.

Equity-Based Compensation – Compensation expense relating to the issuance of equity-based awards is measured at fair

value on the grant date. The compensation expense for awards that vest over a future service period is recognized over the

relevant service period on a straight-line basis. The compensation expense for awards that do not require future service is

recognized immediately. Cash settled equity-based awards are classified as liabilities and are re-measured at the end of each

reporting period. The compensation expense for awards that contain performance conditions is recognized when it is probable

that the performance conditions will be achieved. The compensation expense for awards that contain market conditions is based

on a grant-date fair value that factors in the probability that the market conditions will be achieved and is recognized over the

requisite service period on a straight-line basis.

Certain equity-based awards contain dividend-equivalent rights, which are subject to the same terms and conditions,

including with respect to vesting and settlement, that apply to the related award. Dividend-equivalents are accounted for as a

reclassification from retained earnings to additional paid-in capital at the time dividends are declared and do not result in

incremental compensation expense.

Equity-based awards issued to non-employees are generally recognized as general, administrative and other expenses,

except to the extent they are recognized as part of the Company’s equity method earnings because they are issued to employees

of equity method investees.

The Company recognizes equity-based award forfeitures in the period they occur as a reversal of previously recognized

compensation expense for awards that vest based on service and/or performance conditions. The reduction in compensation

expense is determined based on the specific awards forfeited during that period. Furthermore, the Company recognizes all

excess tax benefits and deficiencies as income tax benefit or expense in the condensed consolidated statements of operations.

For awards with a market condition (e.g., achievement of certain stock price hurdles) that are forfeited due to the market

condition not being achieved, the related equity-based compensation expense is not reversed.

Performance Allocations and Incentive Fee Related Compensation – A portion of the performance allocations and

incentive fees and certain other interests earned is due to employees and advisors of the Company. These amounts are

accounted for as profit sharing interests in compensation expense in a systematic and rational manner in conjunction with the

recognition of the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of

the accrued compensation and benefits liability. The liability is measured assuming the hypothetical liquidation of the

associated funds’ underlying investments as of the measurement date. Accordingly, upon a reversal of performance allocations

or incentive fee revenue, the related compensation expense, if any, is also reversed. As any vesting requirement is accelerated

upon realization, the service period is not considered substantive when recording the liability based on the hypothetical

liquidation value. As of September 30, 2025 and December 31, 2024, the Company recorded a liability of $4.7 billion and

$4.8 billion, respectively, related to the portion of accrued performance allocations and incentive fees due to employees and

advisors, which was included in accrued compensation and benefits in the accompanying condensed consolidated balance

sheets.

Income Taxes

The Carlyle Group Inc. is a corporation for U.S. federal income tax purposes and thus is subject to U.S. federal, state, and

local corporate income taxes. Tax positions taken by the Company are subject to periodic audit by U.S. federal, state, local, and

foreign taxing authorities. The interim provision for income taxes is calculated using the discrete effective tax rate method as

allowed by ASC 740, Accounting for Income Taxes. The discrete method is applied when the application of the estimated

annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. In addition, the

discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on

that basis.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred

tax assets and liabilities for the expected future consequences of events that have been included in the financial statements or

tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial

statement reporting and the tax basis of assets and liabilities using enacted tax rates in effect for the period in which the

difference is expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the

period of the change in the provision for income taxes. Further, deferred tax assets are recognized for the expected realization of

available net operating loss and tax credit carry forwards. A valuation allowance is recorded on the Company’s gross deferred

tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of the

Company’s deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include

the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future

earnings. The Company accounts for the valuation allowance assessment on its deferred tax assets and without regard to the

Company’s potential future corporate alternative minimum tax (“CAMT”) status or global minimum tax status under the Pillar

Two Global Anti-Base Erosion (“GloBE”) model rules of the Organization for Economic Co-operation and Development

(“OECD”). Therefore, the Company accounts for CAMT and the global minimum tax in the period as incurred. Lastly, the

Company accounts for the tax on global intangible low-taxed income (“GILTI”) as incurred and therefore has not recorded

deferred taxes related to GILTI on its foreign subsidiaries.

Under U.S. GAAP for income taxes, the amount of tax benefit to be recognized is the amount of benefit that is “more

likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state,

local, and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these

jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is

established, which is included in accounts payable, accrued expenses and other liabilities in the condensed consolidated

financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the

provision for income taxes. If recognized, the entire amount of unrecognized tax positions would be recorded as a reduction in

the provision for income taxes.

Non-controlling Interests

Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third-

party investors. These interests are adjusted for general partner allocations which occur during the reporting period. Any change

in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between

the controlling and non-controlling interests. Transaction costs incurred in connection with such changes in ownership of a

subsidiary are recorded as a direct charge to equity.

Earnings Per Common Share

The Company computes earnings per common share in accordance with ASC 260, Earnings Per Share. Basic earnings

per common share is calculated by dividing net income (loss) attributable to the common shares of the Company by the

weighted-average number of common shares outstanding for the period. Diluted earnings per common share reflects the

assumed conversion of all dilutive securities. The Company applies the treasury stock method to determine the dilutive

weighted-average common shares outstanding for certain equity-based compensation awards. For certain equity-based

compensation awards that contain performance or market conditions, the number of contingently issuable common shares is

included in diluted earnings per common share based on the number of common shares, if any, that would be issuable under the

terms of the awards if the end of the reporting period were the end of the contingency period, if the result is dilutive.

Fair Value of Financial Instruments

The underlying entities that the Company manages and invests in (and in certain cases, consolidates) are primarily

investment companies which account for their investments at estimated fair value.

The fair value measurement accounting guidance under ASC 820, Fair Value Measurement, establishes a hierarchical

disclosure framework which ranks the observability of market price inputs used in measuring financial instruments at fair value.

The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristics

specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions

between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of

judgment applied in determining fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs

used in the determination of fair values, as follows:

Level I – inputs to the valuation methodology are quoted prices available in active markets for identical

instruments as of the reporting date. The type of financial instruments in this category include unrestricted

securities, such as equities and derivatives, listed in active markets. The Company does not adjust the quoted price

for these instruments, even in situations where the Company holds a large position and a sale could reasonably

impact the quoted price.

Level II – inputs to the valuation methodology are other than quoted prices in active markets, which are either

directly or indirectly observable as of the reporting date. The types of financial instruments in this category

include less liquid and restricted securities listed in active markets, securities traded in other than active markets,

government and agency securities, and certain over-the-counter derivatives where the fair value is based on

observable inputs.

Level III – inputs to the valuation methodology are unobservable and significant to overall fair value

measurement. The inputs into the determination of fair value require significant management judgment or

estimation. The types of financial instruments in this category include investments in privately-held entities, non-

investment grade residual interests in securitizations, collateralized loan obligations, and certain over-the-counter

derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such

cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is

based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the

significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to

the financial instrument.

In certain cases, debt and equity securities (including corporate treasury investments) are valued on the basis of prices

from an orderly transaction between market participants provided by reputable dealers or pricing services. In determining the

value of a particular investment, pricing services may use certain information with respect to transactions in such investments,

quotations from dealers, pricing matrices, market transactions in comparable investments, and various relationships between

investments.

In the absence of observable market prices, the Company values its investments and its funds’ investments using

valuation methodologies applied on a consistent basis. For some investments little market activity may exist. Management’s

determination of fair value is then based on the best information available in the circumstances and may incorporate

management’s own assumptions and involve a significant degree of judgment, taking into consideration a combination of

internal and external factors, including the appropriate risk adjustments for non-performance and liquidity risks. Investments for

which market prices are not observable include private investments in the equity and debt of operating companies and real

assets, CLO investments and CLO loans payable and fund investments. The valuation technique for each of these investments is

described below:

Investments in Operating Companies and Real Assets – The fair values of private investments in operating companies

and real assets are generally determined by reference to the income approach (including the discounted cash flow

method and the income capitalization method) and the market approach (including the comparable publicly traded

company method and the comparable transaction method). Valuations under these approaches are typically derived by

reference to investment-specific inputs (such as projected cash flows, earnings before interest, taxes, depreciation and

amortization (“EBITDA”), and net operating income) combined with market-based inputs (such as discount rates,

EBITDA multiples and capitalization rates). In many cases, the investment-specific inputs are unaudited at the time

received. Management may also adjust the market-based inputs to account for differences between the subject

investment and the companies, assets or investments used to derive the market-based inputs. Adjustments to

observable valuation measures are frequently made upon the initial investment to calibrate the initial investment

valuation to industry observable inputs. Such adjustments are made to align the investment to observable industry

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

inputs for differences in size, profitability, projected growth rates, geography, capital structure, and other factors as

applicable. The adjustments are then reviewed with each subsequent valuation to assess how the investment has

evolved relative to the observable inputs. Additionally, the investment may be subject to certain specific risks and/or

development milestones which are also taken into account in the valuation assessment. Option pricing models and

similar tools may also be considered but do not currently drive a significant portion of operating company or real asset

valuations and are used primarily to value warrants, derivatives, certain restrictions, and other atypical investment

instruments.

Credit-Oriented Investments – The fair values of credit-oriented investments (including corporate treasury

investments) are generally determined on the basis of prices between market participants provided by reputable dealers

or pricing services. In determining the value of a particular investment, pricing services may use certain information

with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in

comparable investments, and various relationships between investments. Specifically, for investments in distressed

debt and corporate loans and bonds, the fair values are generally determined by valuations of comparable investments.

In some instances, the Company may utilize other valuation techniques, including the discounted cash flow method.

CLO Investments and CLO Loans Payable – The Company measures the financial liabilities of its consolidated CLOs

based on the fair value of the financial assets of its consolidated CLOs, as the Company believes the fair value of the

financial assets are more observable. The fair values of the CLO loan and bond assets are primarily based on

quotations from reputable dealers or relevant pricing services. In situations where valuation quotations are unavailable,

the assets are valued based on similar securities, market index changes, and other factors. The Company performs

certain procedures to ensure the reliability of the quotations from pricing services for its CLO assets and CLO

structured asset positions, which generally includes corroborating prices with a discounted cash flow analysis.

Generally, the loan and bond assets of the CLOs are not publicly traded and are classified as Level III. The fair values

of the CLO structured asset positions are determined based on both discounted cash flow analyses and third party

quotes. Those analyses consider the position size, liquidity, current financial condition of the CLOs, the third party

financing environment, reinvestment rates, recovery lags, discount rates, and default forecasts and are compared to

broker quotations from market makers and third party dealers.

The Company measures the CLO loan payables held by third party beneficial interest holders on the basis of the fair

value of the financial assets of the CLO and the beneficial interests held by the Company. The Company continues to

measure the CLO loans payable that it holds at fair value based on relevant pricing services or discounted cash flow

analyses, as described above.

Fund Investments – The Company’s primary and secondary investments in external funds are generally valued as its

proportionate share of the most recent net asset value provided by the third-party general partners of the underlying

fund partnerships, adjusted for subsequent cash flows received from or distributed to the underlying fund partnerships.

The Company also adjusts for any changes in the market prices of public securities held by the underlying fund

partnerships and may also apply a market adjustment to reflect the estimated change in the fair value of the underlying

fund partnerships’ non-public investments from the date of the most recent net asset value provided by the third-party

general partners.

Investment professionals with responsibility for the underlying investments are responsible for preparing the investment

valuations pursuant to the policies, methodologies, and templates prepared by the Company’s valuation group, which is a team

made up of dedicated valuation professionals reporting to the Company’s Chief Accounting Officer. The valuation group is

responsible for maintaining the Company’s valuation policy and related guidance, templates, and systems that are designed to

be consistent with the guidance found in ASC 820. These valuations, inputs, and preliminary conclusions are reviewed by the

fund management teams. The valuations are then reviewed and approved by the respective fund valuation subcommittees,

which include the respective fund head(s), segment head, chief financial officer, and chief accounting officer, as well as

members of the valuation group. The valuation group compiles the aggregate results and significant matters and presents them

for review and approval by the global valuation committee, which includes the Company’s Chief Executive Officer, Chief Risk

Officer, Chief Financial Officer, Chief Accounting Officer, and the business segment heads, and is observed by the Chief

Compliance Officer, the Chief Audit Executive, the Company’s Audit Committee, and others. Additionally, each quarter a

sample of valuations are reviewed by external valuation firms. Valuations of the funds’ investments are used in the calculation

of accrued performance allocations, or “carried interest.”

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Investments, at Fair Value

Investments include (i) the Company’s ownership interests (typically general partner interests) in the Funds, including the

Company’s investment in Fortitude held through Carlyle FRL (which are accounted for as equity method investments), (ii) the

Company’s investment in NGP (which is accounted for as an equity method investment), (iii) the investments held by the

Consolidated Funds (which are presented at fair value in the Company’s condensed consolidated financial statements), and (iv)

certain credit-oriented investments, including investments in the CLOs and the common shares of Carlyle Secured Lending,

Inc. (“CGBD,” see Note 4, Investments, and Note 9, Related Party Transactions, for more information), which are accounted

for as trading securities.

Upon the sale of a security or other investment, the realized net gain or loss is computed on a weighted average cost

basis, with the exception of the investments held by the CLOs, which compute the realized net gain or loss on a first in, first out

basis. Securities transactions are recorded on a trade date basis.

Equity Method Investments

The Company accounts for all investments in which it has or is otherwise presumed to have significant influence,

including investments in the unconsolidated Funds and the Company’s investment in NGP, using the equity method of

accounting. The carrying value of equity method investments is determined based on amounts invested by the Company,

adjusted for the equity in earnings or losses of the investee (including performance allocations) allocated based on the

respective partnership agreement, less distributions received. The Company evaluates its equity method investments for

impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be

recoverable.

Cash and Cash Equivalents

Cash and cash equivalents include cash held at banks and cash held for distributions, including investments with original

maturities of less than three months when purchased. The Company is subject to credit risk should a financial institution be

unable to fulfil its obligations and if balances held at a financial institution exceed insured limits.

Cash and Cash Equivalents Held at Consolidated Funds

Cash and cash equivalents held at Consolidated Funds consists of cash and cash equivalents held by the Consolidated

Funds, which, although not legally restricted, is not available to fund the general liquidity needs of the Company.

Restricted Cash

Restricted cash primarily represents cash held by the Company’s foreign subsidiaries due to certain government

regulatory capital requirements as well as certain amounts held on behalf of Carlyle funds. As of September 30, 2025 and

December 31, 2024, the Company held restricted cash of $4.7 million and $0.5 million, respectively, which are included in

Deposits and other in the condensed consolidated balance sheets.

Corporate Treasury Investments

Corporate treasury investments represent investments in U.S. Treasury and government agency obligations, commercial

paper, certificates of deposit, other investment grade securities and other investments with original maturities of greater than

three months when purchased. These investments are accounted for as trading securities in which changes in the fair value of

each investment are recorded through investment income (loss). Any interest earned on debt investments is recorded through

interest and other income.

Derivative Instruments

The Company uses derivative instruments primarily to reduce its exposure to changes in foreign currency exchange rates.

Derivative instruments are recognized at fair value in the condensed consolidated balance sheets with changes in fair value

recognized in the condensed consolidated statements of operations for all derivatives not designated as hedging instruments.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Securities Sold Under Agreements to Repurchase

As it relates to certain European CLOs sponsored by the Company, securities sold under agreements to repurchase

(“Repurchase Agreements”) are accounted for as collateralized financing transactions. The Company provides securities to

counterparties to collateralize amounts borrowed under Repurchase Agreements on terms that permit the counterparties to

repledge or resell the securities to others. As of September 30, 2025, $325.9 million of securities were transferred to

counterparties under Repurchase Agreements and are included within investments in the condensed consolidated balance

sheets. Cash received under Repurchase Agreements is recognized as a liability within debt obligations in the condensed

consolidated balance sheets. See Note 6, Borrowings, for additional information.

Fixed Assets

Fixed assets consist of furniture, fixtures and equipment, leasehold improvements, computer hardware and software, and

fractional shares in corporate aircraft, and are stated at cost, less accumulated depreciation and amortization. Depreciation is

recognized on a straight-line method over the assets’ estimated useful lives, which for leasehold improvements are the lesser of

the lease terms or the life of the asset, and three to seven years for other fixed assets. Fixed assets are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Leases

The Company accounts for its leases in accordance with ASC 842, Leases, and recognizes a lease liability and right-of-

use (“ROU”) asset in the condensed consolidated balance sheets for contracts that it determines are leases or contain a lease.

The Company’s leases primarily consist of operating leases for office space in various countries around the world. The

Company also has operating leases for office equipment and vehicles, which are not significant. The Company does not

separate non-lease components from lease components for its office space and equipment operating leases and instead accounts

for each separate lease component and its associated non-lease component as a single lease component. ROU assets represent

the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to

make lease payments arising from the leases. The Company’s ROU assets and lease liabilities are recognized at lease

commencement based on the present value of lease payments over the lease term. Lease ROU assets include initial direct costs

incurred by the Company and are presented net of deferred rent and lease incentives. Absent an implicit interest rate in the

lease, the Company uses its incremental borrowing rate, adjusted for the effects of collateralization, based on the information

available at commencement in determining the present value of lease payments. The Company’s lease terms may include

options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options. Lease

expense for lease payments is recognized on a straight-line basis over the lease term. Lease ROU assets are reviewed for

impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The Company does not recognize a lease liability or ROU asset on the balance sheet for short-term leases. Instead, the

Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is

defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to

purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a

short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.

ROU assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount

of an asset may not be recoverable.

Intangible Assets and Goodwill

The Company’s intangible assets consist of acquired contractual rights to earn future fee income, including management

and advisory fees, customer relationships, and acquired trademarks. Finite-lived intangible assets are amortized over their

estimated useful lives, which range from four to eight years, and are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount of the asset may not be recoverable.

Goodwill represents the excess of cost over the identifiable net assets of businesses acquired and is recorded in the

functional currency of the acquired entity. Goodwill is recognized as an asset and is reviewed for impairment annually as of

October 1 and between annual tests when events and circumstances indicate that impairment may have occurred.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Deferred Revenue

Deferred revenue represents management fees and other revenue received prior to the balance sheet date, which has not

yet been earned. Deferred revenue also includes transaction and portfolio advisory fees received by the Company that are

required to offset fund management fees pursuant to the related fund agreements.

Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive income (loss) comprise foreign currency translation adjustments and

gains and losses on defined benefit plans sponsored by AlpInvest. The components of accumulated other comprehensive

income (loss) as of September 30, 2025 and December 31, 2024 were as follows:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Currency translation adjustments	$(192.4)	$(327.9)
Unrealized losses on defined benefit plans	(4.1)	(1.9)
Total	$(196.5)	$(329.8)

Foreign Currency Translation

Non-U.S. dollar denominated assets and liabilities are translated at period-end rates of exchange, and the condensed

consolidated statements of operations are translated at rates of exchange in effect throughout the period. Foreign currency gains

(losses) resulting from transactions outside of the functional currency of an entity of $2.9 million and $(10.2) million for the

three months ended September 30, 2025 and 2024, respectively, and $(22.2) million and $(9.2) million for the nine months

ended September 30, 2025 and 2024, respectively, are included in general, administrative and other expenses in the condensed

consolidated statements of operations.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standard updates (“ASU”) issued by the Financial

Accounting Standards Board (“FASB”). ASUs not listed below were assessed and either determined to be not applicable or

expected to have minimal impact on the Company’s condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosure, which requires disclosure

of disaggregated information about a reporting entity’s effective tax rate reconciliation, using both percentages and reporting

currency amounts for specific standardized categories, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company

does not expect the adoption of this guidance to have a material impact on the Company’s condensed consolidated financial

statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires

disaggregated disclosures of certain categories of expenses on an annual and interim basis including employee compensation,

depreciation, and intangible asset amortization for each income statement line item that contains those expenses. The guidance

is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The

Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

3. Fair Value Measurement

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the

fair value hierarchy levels as disclosed in Note 2, Summary of Significant Accounting Policies, as of September 30, 2025:

(Dollars in millions)	Level I	Level II	Level III	Total
Assets
Investments of Consolidated Funds(1):
Equity securities(2)	$68.5	$12.3	$943.5	$1,024.3
Bonds	—	—	634.6	634.6
Loans	—	—	8,089.5	8,089.5
	68.5	12.3	9,667.6	9,748.4
Investments in CLOs and other:
Investments in CLOs	—	—	380.7	380.7
Other investments(3)	130.2	21.2	6.7	158.1
Foreign currency forward contracts	—	5.9	—	5.9
Subtotal	$198.7	$39.4	$10,055.0	$10,293.1
Investments measured at net asset value				1,341.7
Total				$11,634.8
Liabilities
Loans payable of Consolidated Funds(4)(5)	$—	$—	$8,208.7	$8,208.7
Foreign currency forward contracts	—	4.4	—	4.4
Total	$—	$4.4	$8,208.7	$8,213.1

(1)This balance excludes $1.3 billion of Investments of Consolidated Funds that are included in Investments measured at net asset

value, which relate to certain consolidated investment fund of funds in the Company’s Carlyle AlpInvest segment.

(2)This balance includes $845.3 million related to investments that have been bridged by the Company to investment funds and are

accounted for as consolidated VIEs as of September 30, 2025.

(3)The Level III balance excludes $63.0 million related to three corporate investments in equity securities which the Company has

elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to

ASC 321, Investments–Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is

excluded from the tabular Level III rollforward disclosures.

(4)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial

assets, less (i) the fair value of any beneficial interest held by the Company and (ii) the carrying value of any beneficial interests that

represent compensation for services.

(5)Loans payable of Consolidated Funds balance excludes $928.9 million of senior notes measured at amortized cost and a

$61.9 million revolving credit balance, which related to certain consolidated investment fund of funds in the Company’s Carlyle

AlpInvest segment.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis by the

above fair value hierarchy levels as of December 31, 2024:

(Dollars in millions)	Level I	Level II	Level III	Total
Assets
Investments of Consolidated Funds(1):
Equity securities(2)	$—	$—	$572.0	$572.0
Bonds	—	—	465.1	465.1
Loans	—	—	6,431.4	6,431.4
Other	—	1.3	—	1.3
	—	1.3	7,468.5	7,469.8
Investments in CLOs and other:
Investments in CLOs	—	—	378.9	378.9
Other investments(3)	40.4	21.5	85.1	147.0
	40.4	21.5	464.0	525.9
Subtotal	$40.4	$22.8	$7,932.5	$7,995.7
Investments measured at net asset value				320.7
Total				$8,316.4
Liabilities
Loans payable of Consolidated Funds(4)(5)	$—	$—	$6,809.1	$6,809.1
Foreign currency forward contracts	—	0.6	—	0.6
Total	$—	$0.6	$6,809.1	$6,809.7

(1)This balance excludes $312.6 million of Investments of Consolidated Funds that are included in Investments measured at net asset

value, which relate to certain consolidated investment fund of funds in the Company’s Carlyle AlpInvest segment.

(2)This balance includes $441.9 million related to investments that have been bridged by the Company to investment funds and are

accounted for as consolidated VIEs as of December 31, 2024.

(3)The Level III balance excludes $55.4 million related to three corporate investments in equity securities which the Company has

elected to account for under the measurement alternative for equity securities without readily determinable fair values pursuant to

ASC 321, Investments–Equity Securities. As a non-recurring fair value measurement, the fair value of these equity securities is

excluded from the tabular Level III rollforward disclosures.

(4)Senior and subordinated notes issued by CLO vehicles are valued based on the more observable fair value of the CLO financial

assets, less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that

represent compensation for services.

(5)Loans payable of Consolidated Funds balance excludes a $55.1 million revolving credit balance.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The changes in financial instruments measured at fair value for which the Company has used Level III inputs to

determine fair value are as follows (Dollars in millions):

	Financial Assets
	Three Months Ended September 30, 2025
	Investments of Consolidated Funds
	Equity<br><br>securities	Bonds	Loans	Investments in<br><br>CLOs	Other<br><br>investments	Total
Balance, beginning of period	$910.1	$569.7	$7,964.7	$366.9	$66.3	$9,877.7
Initial consolidation/deconsolidation of funds(1)	—	(87.7)	(920.6)	(0.7)	—	(1,009.0)
Purchases	78.6	253.0	3,601.0	27.7	0.6	3,960.9
Sales and distributions	(11.1)	(102.8)	(2,023.6)	(18.8)	(58.2)	(2,214.5)
Settlements	—	—	(529.3)	—	—	(529.3)
Realized and unrealized gains (losses), net
Included in earnings	(34.1)	2.5	(1.8)	10.1	(2.0)	(25.3)
Included in other comprehensive income	—	(0.1)	(0.9)	(4.5)	—	(5.5)
Balance, end of period	$943.5	$634.6	$8,089.5	$380.7	$6.7	$10,055.0
Changes in unrealized gains (losses) included in earnings<br><br>related to financial assets still held at the reporting date	$(39.2)	$1.0	$(1.0)	$8.3	$(4.7)	$(35.6)
Changes in unrealized gains (losses) included in other<br><br>comprehensive income related to financial assets still held at<br><br>the reporting date	$—	$0.1	$0.6	$(3.9)	$—	$(3.2)
	Financial Assets
	Nine Months Ended September 30, 2025
	Investments of Consolidated Funds
	Equity<br><br>securities	Bonds	Loans	Investments in<br><br>CLOs	Other<br><br>investments	Total
Balance, beginning of period	$572.0	$465.1	$6,431.4	$378.9	$85.1	$7,932.5
Initial consolidation/deconsolidation of funds(2)	—	(140.3)	(1,176.7)	23.5	—	(1,293.5)
Transfer out related to the Exchange(3)	—	—	—	—	(50.4)	(50.4)
Purchases	406.4	536.2	7,119.7	30.9	60.6	8,153.8
Sales and distributions	(39.6)	(287.1)	(3,354.0)	(100.6)	(89.4)	(3,870.7)
Settlements	—	(0.6)	(1,238.4)	—	—	(1,239.0)
Realized and unrealized gains (losses), net
Included in earnings	4.7	6.4	(62.7)	23.9	0.8	(26.9)
Included in other comprehensive income	—	54.9	370.2	24.1	—	449.2
Balance, end of period	$943.5	$634.6	$8,089.5	$380.7	$6.7	$10,055.0
Changes in unrealized gains (losses) included in earnings<br><br>related to financial assets still held at the reporting date	$(1.9)	$2.8	$(49.1)	$22.8	$1.0	$(24.4)
Changes in unrealized gains (losses) included in other<br><br>comprehensive income related to financial assets still held at<br><br>the reporting date	$—	$26.3	$193.0	$24.7	$—	$244.0

(1)As a result of the initial consolidation of three funds and deconsolidation of one fund during the three months ended September 30,

2025.

(2)As a result of the initial consolidation of four funds and deconsolidation of two funds during the nine months ended September 30,

2025.

(3)Represents the exchange of the BDC Preferred Shares, which were valued using Level III inputs, for common shares of CGBD, which

are valued using Level I inputs. See Note 9, Related Party Transactions, for more information.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Financial Assets
	Three Months Ended September 30, 2024
	Investments of Consolidated Funds
	Equity<br><br>securities	Bonds	Loans	Investments in<br><br>CLOs	Other<br><br>investments	Total
Balance, beginning of period	$420.0	$489.5	$7,024.0	$494.6	$108.6	$8,536.7
Deconsolidation of funds(1)	—	(34.1)	(1,190.3)	2.3	—	(1,222.1)
Purchases	76.7	147.0	888.5	0.8	—	1,113.0
Sales and distributions	(1.2)	(123.1)	(310.9)	(51.1)	(8.2)	(494.5)
Settlements	—	—	(570.2)	—	—	(570.2)
Realized and unrealized gains (losses), net
Included in earnings	(8.6)	7.4	(33.4)	(2.7)	(47.0)	(84.3)
Included in other comprehensive income	—	16.4	112.8	20.6	—	149.8
Balance, end of period	$486.9	$503.1	$5,920.5	$464.5	$53.4	$7,428.4
Changes in unrealized gains (losses) included in earnings<br><br>related to financial assets still held at the reporting date	$(9.4)	$5.6	$(28.0)	$(3.6)	$(48.1)	$(83.5)
Changes in unrealized gains (losses) included in other<br><br>comprehensive income related to financial assets still held at<br><br>the reporting date	$—	$13.2	$96.7	$19.8	$—	$129.7
	Financial Assets
	Nine Months Ended September 30, 2024
	Investments of Consolidated Funds
	Equity<br><br>securities	Bonds	Loans	Investments in<br><br>CLOs	Other<br><br>investments	Total
Balance, beginning of period	$377.6	$522.5	$5,862.1	$532.6	$84.6	$7,379.4
Deconsolidation of funds(1)	—	(34.1)	(1,190.3)	2.3	—	(1,222.1)
Purchases	139.7	265.1	4,565.6	1.8	7.2	4,979.4
Sales and distributions	(11.3)	(265.9)	(1,841.6)	(111.6)	(9.1)	(2,239.5)
Settlements	—	—	(1,555.6)	—	—	(1,555.6)
Realized and unrealized gains (losses), net
Included in earnings	(19.1)	13.3	60.1	23.2	(29.3)	48.2
Included in other comprehensive income	—	2.2	20.2	16.2	—	38.6
Balance, end of period	$486.9	$503.1	$5,920.5	$464.5	$53.4	$7,428.4
Changes in unrealized gains (losses) included in earnings<br><br>related to financial assets still held at the reporting date	$(22.2)	$9.8	$9.1	$22.3	$(31.3)	$(12.3)
Changes in unrealized gains (losses) included in other<br><br>comprehensive income related to financial assets still held at<br><br>the reporting date	$—	$2.5	$19.6	$15.4	$—	$37.5

(1)As a result of the deconsolidation of three funds during each of the three and nine months ended September 30, 2024.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Financial Liabilities
	Loans Payable of Consolidated Funds
	Three Months Ended September 30,
	2025	2024
Balance, beginning of period	$7,923.0	$7,623.4
Initial consolidation/deconsolidation of funds(1)	(521.3)	(1,269.3)
Borrowings	3,446.7	591.6
Paydowns	(713.9)	(707.9)
Sales	(1,890.5)	—
Realized and unrealized (gains) losses, net
Included in earnings	(34.7)	(27.5)
Included in other comprehensive income	(0.6)	135.0
Balance, end of period	$8,208.7	$6,345.3
Changes in unrealized (gains) losses included in earnings related to<br><br>financial liabilities still held at the reporting date	$(21.4)	$(19.1)
Changes in unrealized (gains) losses included in other comprehensive<br><br>income related to financial liabilities still held at the reporting date	$1.9	$135.2
	Financial Liabilities
	Loans Payable of Consolidated Funds
	Nine Months Ended September 30,
	2025	2024
Balance, beginning of period	$6,809.1	$6,298.6
Initial consolidation/deconsolidation of funds(2)	(801.4)	(1,269.3)
Borrowings	5,659.0	4,138.5
Paydowns	(1,555.5)	(1,174.3)
Sales	(2,243.7)	(1,741.9)
Realized and unrealized (gains) losses, net
Included in earnings	(74.0)	67.7
Included in other comprehensive income	415.2	26.0
Balance, end of period	$8,208.7	$6,345.3
Changes in unrealized (gains) losses included in earnings related to<br><br>financial liabilities still held at the reporting date	$(35.9)	$71.1
Changes in unrealized (gains) losses included in other comprehensive<br><br>income related to financial liabilities still held at the reporting date	$452.4	$30.2

(1) As a result of the initial consolidation of three funds and deconsolidation of one fund during the three months ended

September 30, 2025, and the deconsolidation of three funds during the three months ended September 30, 2024.

(2) As a result of the initial consolidation of four funds and deconsolidation of two funds during the nine months ended

September 30, 2025, and the deconsolidation of three funds during the nine months ended September 30, 2024.

Realized and unrealized gains and losses included in earnings for Level III investments for investments in CLOs and

other investments are included in investment income (loss), and such gains and losses for investments of Consolidated Funds

and loans payable of the Consolidated Funds are included in net investment gains (losses) of Consolidated Funds in the

condensed consolidated statements of operations.

Gains and losses included in other comprehensive income for all Level III financial asset and liabilities are included in

accumulated other comprehensive loss and non-controlling interests in consolidated entities.

The following table summarizes quantitative information about the Company’s Level III inputs as of September 30, 2025:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Fair Value at	Unobservable Input(s)	Range<br><br>(Weighted Average)	Impact to<br><br>Valuation<br><br>from Increase<br><br>in Input
(Dollars in millions)	September 30, 2025
Assets
Investments of Consolidated<br><br>Funds:
Equity securities	1.6	Indicative Quotes ($ per share)	0.00 - 22.02 (0.17)	Higher
	797.3	Discount Rates	7% - 19% (11%)	Lower
		Terminal Growth Rate	0% - 11% (4%)	Higher
		EBITDA Multiple	1.4x - 23.4x (12.6x)	Higher
		TCF Multiple	25.8x - 25.8x (25.8x)	Higher
	1.6	Market Approach	9.0x - 9.0x (9.0x)	Higher
	108.1	Discount Rates	7% - 43% (17%)	Lower
		Constant Prepayment Rate	6% - 21% (9%)	Lower
		Constant Default Rate	0% - 6% (2%)	Lower
		Recovery Rate	0% - 40% (24%)	Higher
	34.9	N/A	N/A	N/A
Bonds	634.6	Indicative Quotes (% of Par)	27 - 106 (96)	Higher
Loans	7,859.7	Indicative Quotes (% of Par)	0 - 101 (98)	Higher
	194.3	Discount Rates	7% - 20% (10%)	Lower
	3.7	Discount Rates	14% - 14% (14%)	Lower
		Constant Prepayment Rate	8% - 14% (11%)	Lower
		Constant Default Rate	1% - 1% (1%)	Lower
		Recovery Rate	0% - 0% (0%)	Higher
	31.8	N/A	N/A	N/A
	9,667.6
Investments in CLOs:
Senior secured notes	325.2	Indicative Quotes (% of Par)	93 - 101 (100)	Higher
		Discount Margins (Basis<br><br>Points)	80 - 1,062 (208)	Lower
		Default Rates	2% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Subordinated notes and<br><br>preferred shares	55.5	Indicative Quotes (% of Par)	0 - 89 (41)	Higher
		Discount Rates	(3)% - 30% (9%)	Lower
		Default Rates	1% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Other investments:
Aviation subordinated<br><br>notes	6.3	Discount Rates	21% - 21% (21%)	Lower
	0.4	N/A	N/A	N/A
Total	10,055.0
Liabilities
Loans payable of Consolidated<br><br>Funds:
Senior secured notes	7,896.6	N/A	N/A	N/A
Subordinated notes and<br><br>preferred shares	312.1	Indicative Quotes (% of Par)	12 - 89 (70)	Higher
		Discount Rates	5% - 23% (9%)	Lower
		Default Rates	1% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Total	8,208.7

All values are in US Dollars.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(1)Fair value approximates transaction price that was in close proximity to the reporting date.

(2)Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets,

less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent

compensation for services.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table summarizes quantitative information about the Company’s Level III inputs as of December 31, 2024:

	Fair Value at	Unobservable Input(s)	Range<br><br>(Weighted Average)	Impact to<br><br>Valuation<br><br>from<br><br>Increase in<br><br>Input
(Dollars in millions)	December 31, 2024
Assets
Investments of Consolidated<br><br>Funds:
Equity securities	3.9	Indicative Quotes ($ per share)	0.00 - 112.17 (0.01)	Higher
	485.0	Discount Rates	10% - 13% (11%)	Lower
		Terminal Growth Rate	3% - 7% (6%)	Higher
		EBITDA Multiple	7.7x - 23.2x (12.8x)	Higher
		TCF Multiple	26.0x - 26.0x (26.0x)	Higher
	38.2	Discount Rates	14% - 34% (18%)	Lower
		Constant Prepayment Rate	6% - 16% (11%)	Lower
		Constant Default Rate	1% - 4% (2%)	Lower
		Recovery Rate	0% - 40% (17%)	Higher
	44.9	N/A	N/A	N/A
Bonds	465.1	Indicative Quotes (% of Par)	30 - 103 (93)	Higher
Loans	6,408.2	Indicative Quotes (% of Par)	0 - 105 (97)	Higher
	10.2	Discount Rates	9% - 19% (18%)	Lower
	6.4	Discount Rates	16% - 16% (16%)	Lower
		Constant Prepayment Rate	8% - 14% (11%)	Lower
		Constant Default Rate	1% - 1% (1%)	Lower
		Recovery Rate	0% - 0% (0%)	Higher
Other	6.6	N/A	N/A	N/A
	7,468.5
Investments in CLOs
Senior secured notes	321.8	Indicative Quotes (% of Par)	80 - 101 (99)	Higher
		Discount Margins (Basis<br><br>Points)	113 - 1,535 (214)	Lower
		Default Rates	2% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Subordinated notes and<br><br>preferred shares	57.1	Indicative Quotes (% of Par)	1 - 103 (38)	Higher
		Discount Rate	4% - 35% (16%)	Lower
		Default Rates	1% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Other investments:
BDC preferred shares	53.4	Net Asset Value per Share	16.80 - 16.80 (16.80)	Lower
Aviation subordinated<br><br>notes	2.9	Discount Rates	21% - 21% (21%)	Lower
Loans	28.8	Indicative Quotes (% of Par)	99 - 99 (99)	Higher
Total	7,932.5
Liabilities
Loans payable of Consolidated<br><br>Funds:
Senior secured notes	6,598.8	N/A	N/A	N/A
Subordinated notes and<br><br>preferred shares	210.3	Indicative Quotes (% of Par)	11 - 87 (34)	Higher
		Discount Rates	2% - 35% (15%)	Lower
		Default Rates	1% - 2% (2%)	Lower
		Recovery Rates	60% - 60% (60%)	Higher
Total	6,809.1

All values are in US Dollars.

(1)Fair value approximates transaction price that was in close proximity to the reporting date.

(2)See Note 9, Related Party Transactions, for more information.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(3)Senior and subordinated notes issued by CLO vehicles are classified based on the more observable fair value of the CLO financial assets,

less (i) the fair value of any beneficial interests held by the Company and (ii) the carrying value of any beneficial interests that represent

compensation for services.

4. Investments

Investments consist of the following:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Accrued performance allocations	$6,956.3	$7,053.5
Principal equity method investments, excluding performance allocations	2,942.5	3,292.3
Principal investments in CLOs	380.7	378.9
Other investments	235.9	212.0
Total	$10,515.4	$10,936.7

Accrued Performance Allocations

The components of accrued performance allocations are as follows:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Global Private Equity	$4,352.3	$4,910.2
Global Credit	721.1	527.1
Carlyle AlpInvest	1,882.9	1,616.2
Total	$6,956.3	$7,053.5

Approximately 17% and 20% of accrued performance allocations at September 30, 2025 and December 31, 2024,

respectively, was related to Carlyle Partners VII, L.P., one of the Company’s Global Private Equity funds.

Accrued performance allocations are shown gross of the Company’s accrued performance allocations and incentive fee

related compensation (see Note 7, Accrued Compensation and Benefits), and accrued giveback obligations, which are

separately presented in the condensed consolidated balance sheets. The components of the accrued giveback obligations are as

follows:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Global Private Equity	$(19.1)	$(18.5)
Global Credit	(25.5)	(25.5)
Total	$(44.6)	$(44.0)

Principal Equity-Method Investments, Excluding Performance Allocations

The Company’s principal equity method investments (excluding performance allocations) include its fund investments in

Global Private Equity, Global Credit, and Carlyle AlpInvest typically as general partner interests, and its investments in

Fortitude through a Carlyle-affiliated fund (included within Global Credit) and NGP (included within Global Private Equity),

which are not consolidated. Principal investments are related to the following segments:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Global Private Equity(1)	$1,431.2	$1,818.0
Global Credit(2)	1,152.1	1,157.0
Carlyle AlpInvest	359.2	317.3
Total	$2,942.5	$3,292.3

(1)The balance includes $642.2 million and $912.0 million as of September 30, 2025 and December 31, 2024, respectively, related to

the Company’s equity method investments in NGP.

(2)The balance includes $739.5 million and $723.5 million as of September 30, 2025 and December 31, 2024, respectively, related to

the Company’s investment in Fortitude.

Investment in Fortitude

In November 2018, the Company acquired a 19.9% interest in Fortitude Group Holdings, LLC (“Fortitude Holdings”), a

wholly owned subsidiary of American International Group, Inc. (“AIG”). Fortitude Holdings owns 100% of the outstanding

common shares of Fortitude Reinsurance Company Ltd., a Bermuda domiciled reinsurer (“Fortitude Re”). The Company paid

$381 million in cash at closing and paid $95 million in additional deferred consideration in 2024. In May 2020, the initial

purchase price was adjusted upward by $99.5 million in accordance with the purchase agreement as Fortitude Holdings chose

not to distribute a planned non-pro rata dividend to AIG, of which the Company paid $79.6 million in May 2020. The

remaining $19.9 million was paid in 2024.

In June 2020, Carlyle FRL, L.P. (“Carlyle FRL”), a Carlyle-affiliated investment fund, and T&D United Capital Co., Ltd.

(“T&D”), a strategic third-party investor, acquired a 51.6% ownership interest and 25.0% ownership interest, respectively, in

Fortitude Holdings from AIG. At closing, the Company contributed its existing 19.9% interest in Fortitude Holdings to Carlyle

FRL, such that Carlyle FRL held a 71.5% interest in Fortitude Holdings. Taken together, Carlyle FRL and T&D had 96.5%

ownership of Fortitude Holdings. In October 2021, Carlyle FRL, T&D and an affiliate of AIG contributed the entirety of their

interest in Fortitude Holdings to FGH Parent, L.P. (“FGH Parent”), a newly-formed entity interposed as the direct parent of

Fortitude Holdings, in exchange for an equivalent ownership interest in FGH Parent. References to “Fortitude” prior to this

restructuring refer to Fortitude Holdings and refer to FGH Parent for subsequent periods.

In March 2022, the Company raised $2.0 billion in third-party equity capital from certain investors in Carlyle FRL and

T&D, and committed $100 million from the Company for additional equity capital in Fortitude. Upon Fortitude calling the

remaining commitments from the capital raise in May 2023, the Company’s indirect ownership of Fortitude decreased to

10.5%. Effective October 2023, a third-party investor in Carlyle FRL received a distribution in kind of its interest in FGH

Parent held indirectly through the fund, reducing Carlyle FRL’s ownership in FGH Parent to 38.5%. Following the additional

capital contributions in 2022 and 2023, Carlyle FRL and its strategic third-party investors collectively hold a 97.5% interest in

FGH Parent.

In November 2024, Fortitude declared and paid a $200.0 million dividend, of which Carlyle FRL’s share was

$76.9 million. The Company received a distribution from Carlyle FRL of $21.0 million related to this dividend, of which

$7.9 million was recognized as realized principal investment income, and the balance as return of capital. In September 2025,

Fortitude declared and paid a $300.0 million dividend, $31.4 million of which was distributed to the Company from Carlyle

FRL and recognized as realized principal investment income on the condensed consolidated statements of operations for the

three and nine months ended September 30, 2025. As of September 30, 2025, the carrying value of the Company’s investment

in Carlyle FRL, which is an investment company that accounts for its investment in Fortitude at fair value, was $739.5 million,

relative to equity invested of $666.8 million.

The Company has an asset management relationship with Fortitude pursuant to which Fortitude committed to allocate

assets in asset management strategies and vehicles of the Company and its affiliates. As of September 30, 2025, Fortitude, its

affiliates and certain Fortitude reinsurance counterparties have committed approximately $23.3 billion of capital to-date to

various Carlyle strategies. On April 1, 2022, the Company entered into a strategic advisory services agreement with certain

subsidiaries of Fortitude through Carlyle Insurance Solutions Management L.L.C. (“CISM”), an investment adviser. Under the

agreement, CISM provides Fortitude with certain services, including business development and growth, transaction origination

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

and execution, and capital management services in exchange for a recurring management fee based on Fortitude’s general

account assets, which adjusts within an agreed range based on Fortitude’s overall profitability. Third-party investors who

participated in the March 2022 capital raise also made a minority investment in CISM, which is reflected as non-controlling

interest in consolidated entities in the condensed consolidated financial statements.

Investment in NGP

The Company has equity interests in NGP Management Company, L.L.C. (“NGP Management”), the general partners of

certain carry funds advised by NGP, and principal investments in certain NGP funds as described below. These investments are

included in the Global Private Equity segment. NGP Management serves as the investment advisor to the NGP Energy Funds.

The Company does not control NGP and accounts for its investments in NGP under the equity method of accounting.

The Company’s investments in NGP as of September 30, 2025 and December 31, 2024 are as follows:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Investment in NGP Management	$256.0	$369.2
Investments in NGP general partners - accrued performance allocations	341.2	489.4
Principal investments in NGP funds	45.0	53.4
Total investments in NGP	$642.2	$912.0

NGP Restructuring. On March 31, 2025, the Company restructured the terms of its strategic investment in NGP (the

“Restructuring”) to further align the interests of the Company and NGP. The Restructuring eliminated previous restrictions on

the Company’s ability to pursue domestic energy strategies, established a new capital markets fees arrangement with NGP, and

terminated the Company’s obligation to grant up to $10 million of its common shares to NGP annually following a final grant

made with respect to 2030. Additionally, in order to facilitate the development of future funds while substantially maintaining

the Company’s economics on existing funds, the Restructuring reduced the Company’s allocation of the management fee

related revenues of NGP Management related to future funds, as well as its share of the performance allocations received by

current and future NGP fund general partners, as discussed further below.

Prior to the Restructuring, the Company’s equity interests in NGP Management entitled the Company to an allocation of

income equal to 55.0% of the management fee related revenues earned by NGP Management. Subsequent to the Restructuring,

for all funds that held an initial closing after December 31, 2024, the Company’s allocations of income for the management fee

related revenues will be based on a sliding scale of the total annual management fee related revenues accrued from all such

funds in the aggregate up to 55.0%, including all management fees being retained by NGP for the years 2025 through 2028 on

such future NGP funds. The Company identified the reduction of its allocation of the management fee related revenues of NGP

Management as an indicator of impairment and performed an impairment analysis. As a result of the Restructuring, the

Company concluded that the carrying value of its investment in NGP Management was impaired and recorded an impairment

charge of $92.5 million during the first quarter of 2025, representing the difference in the carrying value of the investment of

$352.5 million and its fair value of $260.0 million at the time of Restructuring. The Company utilized a discounted cash flow

method for determining the fair value of its equity method investment, which is a Level III valuation within the fair value

hierarchy and utilizes significant unobservable assumptions, including discount rates and long-term growth rates. The allocation

of management fee related revenues for existing NGP funds remains unchanged, including the Company’s interest in

management fees from NGP XI, NGP XII, and NGP XIII.

The impairment charge created new basis differences with an estimated fair value of $165 million within the equity

method investment. These basis differences will be amortized over an estimated useful life ranging from five to seven years as a

reduction of principal investment income.

The Company’s investment in the general partners of the NGP Carry Funds entitled it to 47.5% (38.0% to 42.75% in the

case of certain funds) of the performance allocations received by certain current and future NGP fund general partners prior to

the Restructuring. In connection with the Restructuring, the Company’s allocation of the performance allocations from existing

NGP Carry Funds was reduced to a range of 35.1% to 43.8%, which resulted in a $38 million reduction in accrued performance

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

allocations during the first quarter of 2025. The Company’s interest in the performance allocations from future NGP Carry

Funds will be based on a sliding scale of the fee paying capital raised in each future NGP Carry Fund, up to 47.5% of the

performance allocations received by future NGP Carry Funds.

The impairment charge related to the investment in NGP Management and the reduction in accrued performance

allocations from NGP Carry Funds are recorded in Principal investment income (loss) in the condensed consolidated statements

of operations and excluded from Distributable Earnings, as defined in Note 15, Segment Reporting.

Investment in NGP Management. As referenced above, the Company’s equity interests in NGP Management entitle the

Company to an allocation of income equal to 55.0% of the management fee related revenues earned by existing funds, and up to

55.0% of management fees earned on future NGP funds in the aggregate, including all management fees being retained by NGP

for the years 2025 through 2028 on such future NGP funds. The Company records investment income (loss) for its equity

income allocation from NGP management fee related revenues and also records its share of any allocated expenses from NGP

Management, as well as expenses associated with the compensatory elements of the investment and any impairment charges.

The net investment income (loss) recognized in the Company’s condensed consolidated statements of operations for the three

and nine months ended September 30, 2025 and 2024 were as follows:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Management fee related revenues from NGP Management	$15.0	$20.8	$46.5	$57.3
Expenses related to the investment in NGP Management	(3.6)	(3.5)	(10.8)	(10.5)
Amortization of basis differences and impairment of investment in NGP<br><br>Management	(8.7)	—	(110.0)	—
Net investment income from NGP Management	$2.7	$17.3	$(74.3)	$46.8

Management fee related revenues from NGP Management were primarily driven by NGP XI, NGP XII, and NGP XIII

during the three and nine months ended September 30, 2025 and 2024. These funds calculate management fees as 1.5% of the

limited partners’ commitments less any return of capital or write-offs during the investment period. Following the investment

period, the basis on which fund management fees are generally calculated is further reduced by a reserve for future management

fees and operating costs.

Investment in the General Partners of NGP Carry Funds. As referenced above, the Company’s investment in the general

partners of the NGP Carry Funds entitle it to up to 47.5% of the performance allocations received by NGP fund general

partners. The Company records its equity income allocation from NGP performance allocations in principal investment income

(loss) from equity method investments rather than performance allocations in its condensed consolidated statements of

operations. The Company recognized net investment earnings (losses) related to these performance allocations of $23.8 million

and $14.9 million for the three months ended September 30, 2025 and 2024, respectively, and $22.9 million and $33.2 million

for the nine months ended September 30, 2025 and 2024, respectively, in its condensed consolidated statements of operations.

The nine months ended September 30, 2025 included the $38.0 million reduction related to the Restructuring.

Principal Investments in NGP Funds. The Company also holds principal investments in the NGP Carry Funds. The

Company recognized net investment earnings (losses) related to principal investment income (loss) in its condensed

consolidated statements of operations of $3.3 million and $2.5 million for the three months ended September 30, 2025 and

2024, respectively, and $8.8 million and $5.2 million for the nine months ended September 30, 2025 and 2024, respectively.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Principal Investments in CLOs and Other Investments

Principal investments in CLOs as of September 30, 2025 and December 31, 2024 were $380.7 million and $378.9

million, respectively, and consisted of investments in CLO senior and subordinated notes. A portion of the Company’s principal

investments in CLOs is collateral to CLO term loans (see Note 6, Borrowings). As of September 30, 2025 other investments

include the Company’s investment in common shares of CGBD at fair value of $37.6 million. As of December 31, 2024, other

investments include the Company’s investment in preferred shares of CGBD (the “BDC Preferred Shares”) at fair value of

$53.4 million, which were exchanged for common shares effective March 27, 2025 (see Note 9, Related Party Transactions).

Investment Income (Loss)

The components of investment income (loss) are as follows:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Performance allocations
Realized	$49.4	$266.4	$499.0	$804.0
Unrealized	(656.1)	1,519.1	(244.0)	1,022.7
	(606.7)	1,785.5	255.0	1,826.7
Principal investment income (loss) from equity method investments<br><br>(excluding performance allocations)
Realized	59.6	38.1	208.5	135.5
Unrealized	8.4	65.4	(147.8)	71.6
	68.0	103.5	60.7	207.1
Principal investment income (loss) from investments in CLOs and other<br><br>investments
Realized	1.1	(4.7)	0.7	4.5
Unrealized(1)	18.6	(52.8)	18.4	(4.4)
	19.7	(57.5)	19.1	0.1
Total	$(519.0)	$1,831.5	$334.8	$2,033.9

(1)The three and nine months ended September 30, 2024 each included the reversal of $48.5 million of previously recorded unrealized

investment income on the BDC Preferred Shares (see Note 9, Related Party Transactions for more information). The nine months

ended September 30, 2024 included investment gain of $5.3 million associated with the remeasurement of corporate investments,

resulting from observable price changes pursuant to ASC 321, Investments–Equity Securities.

The performance allocations included in revenues are derived from the following segments:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Global Private Equity	$(781.4)	$1,625.8	$(219.5)	$1,447.3
Global Credit	93.3	58.7	223.1	170.0
Carlyle AlpInvest	81.4	101.0	251.4	209.4
Total	$(606.7)	$1,785.5	$255.0	$1,826.7

The following tables summarize the funds that are the primary drivers of performance allocations for the three and nine

months ended September 30, 2025 and 2024, as well as the total revenue recognized, including performance allocations as well

as fund management fees and principal investment income:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Three Months Ended September 30, 2025			Nine Months Ended September 30, 2025
(Dollars in millions)			(Dollars in millions)
Global Private Equity	Carlyle Asia Partners V, L.P.	$(257.2)	Global Private Equity	Carlyle Partners VII, L.P.	$(110.2)
Global Private Equity	Carlyle Partners VII, L.P.	(557.9)	Global Private Equity	Carlyle Asia Partners V, L.P.	(197.4)	Three Months Ended September 30, 2024	Nine Months Ended September 30, 2024
---	---	---	---	---	---
(Dollars in millions)			(Dollars in millions)
Global Private Equity	Carlyle Partners VII, L.P.	$1,228.8	Global Private Equity	Carlyle Partners VII, L.P.	$1,258.9

Carlyle’s income (loss) from its principal equity method investments consists of:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Global Private Equity	$39.4	$58.0	$(13.0)	$124.1
Global Credit	12.8	30.5	31.5	61.5
Carlyle AlpInvest	15.8	15.0	42.2	21.5
Total	$68.0	$103.5	$60.7	$207.1

Principal investment income for Global Private Equity for the nine months ended September 30, 2025 included the

impairment charge related to the investment in NGP Management of $92.5 million and the reduction in accrued performance

allocations from NGP Carry Funds of $38.0 million related to the Restructuring. Principal investment income for Global Private

Equity for the three and nine months ended September 30, 2024 included the Company’s equity income allocation from NGP

performance allocations of $14.9 million and $33.2 million, respectively.

Investments of Consolidated Funds

The Company consolidates the financial positions and results of operations of certain CLOs in which it is the primary

beneficiary. During the nine months ended September 30, 2025, the Company became the primary beneficiary of four

additional CLOs. Investments in Consolidated Funds as of September 30, 2025 and December 31, 2024 also included

$845.3 million and $441.9 million, respectively, related to investments that have been bridged by the Company to investment

funds and are accounted for as consolidated VIEs.

There were no individual investments with a fair value greater than five percent of the Company’s total assets for any

period presented.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Interest and Other Income of Consolidated Funds

The components of interest and other income of Consolidated Funds are as follows:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Interest income from investments	$146.9	$158.0	$412.4	$449.9
Other income	16.5	22.1	47.4	60.7
Total	$163.4	$180.1	$459.8	$510.6

Net Investment Income (Loss) of Consolidated Funds

Net investment income (loss) of Consolidated Funds includes net realized gains (losses) from sales of investments and

unrealized gains (losses) resulting from changes in fair value of the Consolidated Funds’ investments. The components of Net

investment income (loss) of Consolidated Funds are as follows:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Gains (losses) from investments of Consolidated Funds	$88.5	$(24.9)	$100.1	$58.1
Gains (losses) from liabilities of CLOs	34.7	27.4	76.0	(67.7)
Total	$123.2	$2.5	$176.1	$(9.6)

The following table presents realized and unrealized gains (losses) earned from investments of the Consolidated Funds:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Realized gains (losses)	$58.5	$(4.5)	$33.6	$(49.1)
Net change in unrealized gains (losses)	30.0	(20.4)	66.5	107.2
Total	$88.5	$(24.9)	$100.1	$58.1

5. Intangible Assets and Goodwill

The following table summarizes the carrying amount of intangible assets as of September 30, 2025 and December 31,

2024:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Acquired contractual rights	$928.2	$922.7
Accumulated amortization	(492.8)	(392.2)
Finite-lived intangible assets, net	435.4	530.5
Goodwill	104.6	103.6
Intangible Assets, net	$540.0	$634.1

As discussed in Note 2, Summary of Significant Accounting Policies, the Company reviews its intangible assets for

impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable,

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

and considers factors including, but not limited to, expected cash flows from its interest in future management fees and the

ability to raise new funds. The Company recorded no impairment losses of intangible assets for the periods presented.

Intangible asset amortization expense was $32.8 million and $32.7 million for the three months ended September 30,

2025 and 2024, respectively, and $98.2 million and $98.0 million for the nine months ended September 30, 2025 and 2024,

respectively, and is included in general, administrative, and other expenses in the condensed consolidated statements of

operations. Certain intangible assets are held by entities of which the functional currency is not the U.S. dollar. Any

corresponding currency translation is recorded in accumulated other comprehensive income (loss).

The following table summarizes the expected amortization expense for 2025 through 2029 and thereafter (Dollars in

millions):

Year ending December 31,
2025 (excluding the nine months ended September 30, 2025)	$33.0
2026	131.8
2027	121.7
2028	114.5
2029	31.9
Thereafter	2.5
	$435.4

6. Borrowings

The Company borrows and enters into credit agreements for its general operating and investment purposes. The

Company’s debt obligations consist of the following:

	September 30, 2025		December 31, 2024
	Borrowing<br><br>Outstanding	Carrying<br><br>Value	Borrowing<br><br>Outstanding	Carrying<br><br>Value
	(Dollars in millions)
CLO Borrowings (See below)	$339.3	$337.0	$289.4	$288.0
3.500% Senior Notes Due 9/19/2029	425.0	423.2	425.0	422.9
5.050% Senior Notes Due 9/19/2035	800.0	791.0	—	—
5.625% Senior Notes Due 3/30/2043	600.0	600.5	600.0	600.5
5.650% Senior Notes Due 9/15/2048	350.0	346.7	350.0	346.6
4.625% Subordinated Notes Due 5/15/2061	500.0	485.8	500.0	485.5
Total debt obligations	$3,014.3	$2,984.2	$2,164.4	$2,143.5

Senior Credit Facility

As of September 30, 2025, the senior credit facility included $1.0 billion in a revolving credit facility, which was

amended in May 2025 to extend the maturity date from April 29, 2027 to May 29, 2030. The Company’s borrowing capacity is

subject to the ability of the financial institutions in the banking syndicate to fulfill their respective obligations under the

revolving credit facility. Principal amounts outstanding under the revolving credit facility accrue interest, at the option of the

borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50% per annum, or (b) at SOFR (or

similar benchmark rate for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable margin not to exceed 1.50%

per annum (at September 30, 2025, the interest rate was 5.23%). The Company made no borrowings under the revolving credit

facility during the three and nine months ended September 30, 2025 and 2024, and there was no amount outstanding as of

September 30, 2025.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Global Credit Revolving Credit Facility

Certain subsidiaries of the Company are parties to a revolving line of credit, primarily intended to support certain lending

activities within the Global Credit segment. As currently amended, the Global Credit Revolving Credit Facility provides for a

revolving line of credit with a capacity of $300 million, which matures in September 2027, and a second revolving line of credit

with a capacity of $200 million, which the Company amended in August 2025 to extend the maturity date to August 19, 2026.

The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their

respective obligations under the Global Credit Revolving Credit Facility. Principal amounts outstanding accrue interest at

applicable SOFR or Eurocurrency rates plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin

of 1.00%. During the three and nine months ended September 30, 2025, the Company made no borrowings under the Global

Credit Revolving Credit Facility. During the three months ended September 30, 2024, the Company made no borrowings under

the Global Credit Revolving Credit Facility. During the nine months ended September 30, 2024, the Company made

borrowings under the Global Credit Revolving Credit Facility of $5.0 million and €5.0 million, which were repaid during the

period. As of September 30, 2025, there was no borrowing outstanding under the Global Credit Revolving Credit Facility.

CLO Borrowings

For certain of the Company’s CLOs, the Company finances a portion of its investment in the CLOs through the proceeds

received from term loans and other financing arrangements with financial institutions. The Company’s outstanding CLO

borrowings consist of the following (Dollars in millions):

Formation Date	Borrowing<br><br>Outstanding<br><br>September 30,<br><br>2025	Borrowing Outstanding December 31, 2024	Interest Rate as of<br><br>September 30, 2025
February 28, 2017	$13.4	23.5	4.56%	(2)
December 6, 2017	—	25.5	N/A	(5)
March 15, 2019	1.9	1.7	10.12%	(3)
August 20, 2019	4.2	3.7	6.77%	(3)
September 15, 2020	19.3	18.4	3.63%	(3)
January 8, 2021	21.9	19.2	4.52%	(3)
March 30, 2021	14.3	16.5	3.90%	(3)
April 21, 2021	3.8	3.3	7.87%	(3)
May 21, 2021	6.8	11.6	3.56%	(3)
June 4, 2021	22.0	19.4	4.31%	(3)
June 10, 2021	1.4	1.2	4.89%	(3)
July 15, 2021	16.4	14.5	4.32%	(3)
July 20, 2021	21.9	19.3	4.30%	(3)
August 4, 2021	14.5	15.6	3.86%	(3)
October 27, 2021	25.5	22.5	4.43%	(3)
January 6, 2022	22.0	19.4	4.42%	(3)
February 22, 2022	22.1	19.5	4.46%	(3)
September 5, 2023	—	5.1	N/A	(5)
April 25, 2024	19.5	17.2	4.81%	(3)
December 19, 2024	16.6	12.3	4.64%	(3)
March 10, 2025	22.0	—	4.51%	(3)
July 10, 2025	27.5	—	4.46%	(4)
August 19, 2025	22.3	—	4.66%	(4)
	$339.3	289.4

All values are in US Dollars.

(1)Maturity date is earlier of date indicated or the date that the CLO is dissolved.

(2)Incurs interest at EURIBOR plus applicable margins as defined in the agreement.

(3)Incurs interest at the average effective interest rate of each class of purchased securities plus 0.50% spread percentage.

(4)Incurs interest at the average effective interest rate of each class of purchased securities plus 0.55% spread percentage.

(5)Term loan was fully repaid during the nine months ended September 30, 2025.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The CLO term loans are secured by the Company’s investments in the respective CLO, have a general unsecured interest

in the Carlyle entity that manages the CLO, and generally do not have recourse to any other Carlyle entity. Interest expense for

the three months ended September 30, 2025 and 2024 was $3.7 million and $6.2 million, respectively. Interest expense for the

nine months ended September 30, 2025 and 2024 was $11.5 million and $19.2 million, respectively. The fair value of the

outstanding balance of the CLO term loans at September 30, 2025 approximated par value based on current market rates for

similar debt instruments. These CLO term loans are classified as Level III within the fair value hierarchy.

European CLO Financing – February 28, 2017

A subsidiary of the Company is a party to a financing agreement with several financial institutions. As of September 30,

2025, the financing agreement provided the Company with a term loan of €11.4 million ($13.4 million at September 30, 2025).

This term loan is secured by the Company’s investments in the retained notes in certain European CLOs that were formed in

2014 and 2015. This term loan will mature on the earlier of September 21, 2029 or the date that the certain European CLO

retained notes have been redeemed. The Company may prepay the term loan in whole or in part at any time. Interest on this

term loan accrues at EURIBOR plus applicable margins (4.56% at September 30, 2025).

Master Credit Agreement – Term Loans

The Company assumed liabilities under master credit agreements previously entered into by CBAM under which a

financial institution provided term loans to CBAM for the purchase of eligible interests in CLOs. Term loans issued under these

master credit agreements are secured by the Company’s investment in the respective CLO as well as any senior management

fee and subordinated management fee payable by each CLO. Term loans generally bear interest at SOFR plus a weighted

average spread over SOFR on the CLO notes, which is due quarterly. As of September 30, 2025, all outstanding CLO term

loans under this agreement have been repaid.

CLO Repurchase Agreements

On February 5, 2019, the Company entered into a master credit facility agreement (the “Carlyle CLO Financing Facility”)

to finance a portion of the risk retention investments in certain European CLOs managed by the Company. Each transaction

entered into under the Carlyle CLO Financing Facility will bear interest at a rate based on the weighted average effective

interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of September 30,

2025, €214.1 million ($251.5 million) was outstanding under the Carlyle CLO Financing Facility. Additional borrowings may

be made on terms agreed upon by the Company and the counterparty subject to the terms and conditions of the Carlyle CLO

Financing Facility.

Each transaction entered into under the CLO Financing Facility provides for payment netting and, in the case of a default

or similar event with respect to the counterparty to the CLO Financing Facility, provides for netting across transactions.

Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facility and offset

amounts it owes in respect of any one transaction against collateral, if any, or other amounts it has received in respect of any

other transactions under the CLO Financing Facility; provided, however, that in the case of certain defaults, the Company may

only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a

transaction entered into under the CLO Financing Facility, the Company will deliver cash or additional securities acceptable to

the counterparty if the securities sold are in default. Upon termination of a transaction, the Company will repurchase the

previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facility may

be terminated at any time upon certain defaults or circumstances agreed upon by the parties.

The Repurchase Agreements may result in credit exposure in the event the counterparty to the transaction is unable to

fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring

counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional

terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities

pledged as collateral.

The Company assumed liabilities under a master credit facility agreement previously entered into by CBAM (the

“CBAM CLO Financing Facility,” together with the Carlyle CLO Financing Facility, the “CLO Financing Facilities”) to

finance a portion of the risk retention investments in certain European CLOs managed by CBAM. The maximum facility

amount is €100.0 million, but may be expanded on such terms agreed upon by the Company and the counterparty subject to the

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

terms and conditions of the CBAM CLO Financing Facility. Each transaction entered into under the CBAM CLO Financing

Facility will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been

sold plus a spread to be agreed upon by the parties. As of September 30, 2025, €63.4 million ($74.4 million) was outstanding

under the CBAM CLO Financing Facility.

Senior Notes

The Company and certain indirect subsidiaries of the Company have issued long term borrowings in the form of senior

notes, on which interest is payable semi-annually in arrears. The following table provides information regarding these senior

notes (Dollars in millions):

				Interest Expense
		Fair Value (1)<br><br>As of		Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	Aggregate<br><br>Principal<br><br>Amount	September<br><br>30, 2025	December<br><br>31, 2024	2025	2024	2025	2024
3.500% Senior Notes Due 9/19/2029 (2)	$425.0	$413.2	$401.2	$3.8	$3.8	$11.5	$11.5
5.050% Senior Notes Due 9/19/2035 (3)	800.0	797.7	—	1.3	—	1.3	—
5.625% Senior Notes Due 3/30/2043 (4)	600.0	603.1	589.5	8.4	8.4	25.3	25.3
5.650% Senior Notes Due 9/15/2048 (5)	350.0	348.5	338.1	4.9	4.9	14.9	14.9
				$18.4	$17.1	$53.0	$51.7

(1)Including accrued interest. Fair value is based on indicative quotes and the notes are classified as Level II within the fair

value hierarchy.

(2)Issued in September 2019 at 99.841% of par.

(3)Issued in September 2025 at 99.767% of par.

(4)Issued $400.0 million in aggregate principal at 99.583% of par in March 2013. An additional $200.0 million in aggregate

principal was issued at 104.315% of par in March 2014, and is treated as a single class with the outstanding $400.0 million

in senior notes previously issued.

(5)Issued in September 2018 at 99.914% of par.

The issuers may redeem the senior notes, in whole at any time or in part from time to time, at a price equal to the greater

of (i) 100% of the principal amount of the notes being redeemed and (ii) the sum of the present values of the remaining

scheduled payments of principal and interest on any notes being redeemed (less interest accrued to the date of redemption)

discounted to the redemption date on a semiannual basis at the Treasury Rate plus 40 basis points (30 basis points in the case of

the 3.500% senior notes and 20 basis points in the case of the 5.050% senior notes), plus in each case accrued and unpaid

interest on the principal amounts being redeemed.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Subordinated Notes

In May 2021, an indirect subsidiary of the Company issued $435.0 million aggregate principal amount of 4.625%

Subordinated Notes due May 15, 2061 (the “Subordinated Notes”), on which interest is payable quarterly accruing from May

11, 2021. In June 2021, an additional $65.0 million aggregate principal amount of these Subordinated Notes were issued and

are treated as a single series with the already outstanding $435.0 million aggregate principal amount. The Subordinated Notes

are unsecured and subordinated obligations of the issuer, and are fully and unconditionally guaranteed (the “Guarantees”),

jointly and severally, on a subordinated basis, by the Company, each of the Carlyle Holdings partnerships, and CG Subsidiary

Holdings L.L.C., an indirect subsidiary of the Company (collectively, the “Guarantors”). The Consolidated Funds are not

guarantors, and as such, the assets of the Consolidated Funds are not available to service the Subordinated Notes under the

Guarantee. The Subordinated Notes may be redeemed at the issuer’s option, in whole or in part, at any time and from time to

time on or after June 15, 2026, prior to their stated maturity, at a redemption price equal to their principal amount plus any

accrued and unpaid interest to, but excluding, the date of redemption. If interest due on the Subordinated Notes is deemed to no

longer be deductible in the U.S., a “Tax Redemption Event,” the Subordinated Notes may be redeemed, in whole, but not in

part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount plus accrued and

unpaid interest to, but excluding, the date of redemption. In addition, the Subordinated Notes may be redeemed, in whole, but

not in part, at any time prior to May 15, 2026, within 90 days of the rating agencies determining that the Subordinated Notes

should no longer receive partial equity treatment pursuant to the rating agency’s criteria, a “rating agency event,” at a

redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but excluding, the date of

redemption.

As of September 30, 2025 and December 31, 2024, the fair value of the Subordinated Notes was $359.6 million and

$356.4 million, respectively. Fair value is based on active market quotes and the notes are classified as Level I within the fair

value hierarchy. For both the three months ended September 30, 2025 and 2024, the Company incurred $5.8 million of interest

expense on the Subordinated Notes. For both the nine months ended September 30, 2025 and 2024, the Company incurred

$17.6 million of interest expense on the Subordinated Notes.

Debt Covenants

The Company is subject to various financial covenants under its loan agreements including, among other items,

maintenance of a minimum amount of management fee-earning assets. The Company is also subject to various non-financial

covenants under its loan agreements and the indentures governing its senior notes. The Company was in compliance with all

financial and non-financial covenants under its various loan agreements as of September 30, 2025.

Loans Payable of Consolidated Funds

Loans payable of Consolidated Funds primarily represent amounts due to holders of debt securities issued by the CLOs.

As of September 30, 2025 and December 31, 2024, the following borrowings were outstanding (Dollars in millions):

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	As of September 30, 2025
	Borrowing<br><br>Outstanding	Fair Value		Weighted<br><br>Average<br><br>Remaining<br><br>Maturity in<br><br>Years
Senior secured notes(1)	$8,889.2	8,825.5		10.74
Subordinated notes	371.1	312.1	(3)	9.82
Revolving credit facilities(2)	61.9	61.9		3.73
Total	$9,322.2	9,199.5

All values are in US Dollars.

	As of December 31, 2024
	Borrowing<br><br>Outstanding	Fair Value		Weighted<br><br>Average<br><br>Remaining<br><br>Maturity in<br><br>Years
Senior secured notes	$6,732.8	6,598.8		9.18
Subordinated notes	229.9	210.3	(3)	9.15
Revolving credit facilities(2)	55.1	55.1		4.53
Total	$7,017.8	6,864.2

All values are in US Dollars.

(1)Borrowing Outstanding as of September 30, 2025 includes $928.9 million of senior secured notes that are measured at amortized

cost, which approximates fair value. These senior secured notes are classified as Level III within the fair value hierarchy.

(2)Fair Value as of September 30, 2025 and December 31, 2024 reflects the amortized cost of outstanding revolving credit balances

which approximates fair value.

(3)The subordinated notes do not have contractual interest rates, but instead receive distributions from the excess cash flows of the

CLOs.

Loans payable of the CLOs are collateralized by the assets held by the CLOs and the assets of one CLO may not be used

to satisfy the liabilities of another. This collateral consisted of cash and cash equivalents, corporate loans, corporate bonds and

other securities. As of September 30, 2025 and December 31, 2024, the fair value of the CLO assets was $9.6 billion and $7.9

billion, respectively.

7. Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Accrued performance allocations and incentive fee related compensation	$4,701.7	$4,819.7
Accrued bonuses	228.0	335.5
Realized performance allocations and incentive fee related compensation not yet paid	225.8	183.8
Other	132.9	107.6
Total	$5,288.4	$5,446.6

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table presents realized and unrealized performance allocations and incentive fee related compensation:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Realized	$62.9	$196.8	$505.2	$578.5
Unrealized	(387.5)	954.2	(214.8)	643.9
Total	$(324.6)	$1,151.0	$290.4	$1,222.4

8. Commitments and Contingencies

Capital Commitments

The Company and its unconsolidated affiliates have unfunded commitments totaling $4.0 billion as of September 30,

2025, of which approximately $3.4 billion is subscribed individually by senior Carlyle professionals, advisors and other

professionals. In addition to these unfunded commitments, the Company may from time to time exercise its right to purchase

additional interests in its investment funds that become available in the ordinary course of their operations.

Under the Carlyle Global Capital Markets platform, certain subsidiaries of the Company may act as an underwriter,

syndicator or placement agent for security offerings and loan originations. The Company earns fees in connection with these

activities and bears the risk of the sale of such securities and placement of such loans, which may be longer dated. As of

September 30, 2025, the Company had no material commitments related to the origination and syndication of loans and

securities under the Carlyle Global Capital Markets platform.

Guaranteed Loans

From time to time, the Company or its subsidiaries may enter into agreements to guarantee certain obligations of the

investment funds related to, for example, credit facilities or equity commitments. Certain consolidated subsidiaries of the

Company are the guarantors of revolving credit facilities for certain funds in the Carlyle AlpInvest segment. The guarantee is

limited to the lesser of the total amount drawn under the credit facilities or the total of net asset value of the guarantor

subsidiaries plus any uncalled capital of the applicable general partner. The outstanding balances are secured by uncalled capital

commitments from the underlying funds and the Company believes the likelihood of any material funding under this guarantee

to be remote. The Company had no material outstanding guarantees under the credit facilities as of September 30, 2025.

Certain consolidated subsidiaries of the Company were the guarantors of a credit agreement for a fund in the Carlyle

AlpInvest segment, with a maximum potential amount to be funded of $25.0 million. The credit agreement and related

guarantee expired in August 2025 with no funding required by the Company.

Contingent Obligations (Giveback)

A liability for potential repayment of previously received performance allocations of $44.6 million at September 30, 2025

was shown as accrued giveback obligations in the condensed consolidated balance sheets, representing the giveback obligation

that would need to be paid if the funds were liquidated at their current fair values at September 30, 2025. However, the ultimate

giveback obligation, if any, generally is not paid until the end of a fund’s life or earlier if the giveback becomes fixed and early

payment is agreed upon by the fund’s partners (see Note 2, Summary of Significant Accounting Policies). The Company had

$11.5 million of unbilled receivables from former and current employees and senior Carlyle professionals as of September 30,

2025 related to giveback obligations. Any such receivables are collateralized by investments made by individual senior Carlyle

professionals and employees in Carlyle-sponsored funds. In addition, $153.9 million have been withheld from distributions of

carried interest to senior Carlyle professionals and employees for potential giveback obligations as of September 30, 2025. Such

amounts are held on behalf of the respective current and former Carlyle employees to satisfy any givebacks they may owe and

are held by entities not included in the accompanying condensed consolidated balance sheets. Current and former senior Carlyle

professionals and employees are personally responsible for their giveback obligations. As of September 30, 2025,

approximately $11.5 million of the Company’s accrued giveback obligation is the responsibility of various current and former

senior Carlyle professionals and other former limited partners of the Carlyle Holdings partnerships, and the net accrued

giveback obligation attributable to the Company is $33.1 million.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

If, at September 30, 2025, all of the investments held by the Company’s Funds were deemed worthless, a possibility that

management views as remote, the amount of realized and distributed carried interest subject to potential giveback would be

$1.5 billion, on an after-tax basis where applicable, of which approximately $0.6 billion would be the responsibility of current

and former senior Carlyle professionals.

Legal Matters

In the ordinary course of business, the Company is a party to litigation, investigations, inquiries, employment-related

matters, disputes, and other potential claims. Certain of these matters are described below. The Company is not currently able to

estimate the reasonably possible amount of loss or range of loss, in excess of amounts accrued, for the matters that have not

been resolved. The Company does not believe it is probable that the outcome of any existing litigation, investigations, disputes,

or other potential claims will materially affect the Company or these financial statements in excess of amounts accrued.

The Authentix Matter

Authentix, Inc. (“Authentix”) was a majority-owned portfolio company in one of the Company’s investment funds,

Carlyle U.S. Growth Fund III, L.P. (“CGF III”). When Authentix was owned by CGF III, two of the Company’s employees

served on Authentix’s board of directors. After a lengthy sale process, Authentix was sold for an aggregate sale price of

$87.5 million. On August 7, 2020, certain of the former minority shareholders in Authentix filed suit in Delaware Chancery

Court, alleging that the Authentix board of directors, CGF III, and the Company breached various fiduciary duties by agreeing

to a sale of Authentix at an inopportune time and at a price that was too low. A trial before the Delaware Court of Chancery was

completed in early February 2024, and a decision was rendered in favor of the Company and all other defendants on all claims

on January 8, 2025. The plaintiffs appealed the decision to the Delaware Supreme Court on March 13, 2025. Oral argument on

the appeal was held on October 22, 2025, and a decision was rendered in favor of the Company and all other defendants on all

claims on November 5, 2025.

The Tax Receivable Agreement Matter

The Company came into existence on January 1, 2020, when its predecessor, The Carlyle Group, L.P. (the “PTP”),

converted from a partnership into a corporation (the “Conversion”). On July 29, 2022, an alleged stockholder of the Company,

the City of Pittsburgh Comprehensive Municipal Trust Fund (the “original Plaintiff”), filed suit in the Delaware Court of

Chancery, alleging a direct claim against the Company for breach of its certificate of incorporation and a derivative claim on

behalf of the Company against certain current and former officers and directors of the Company. As the original Plaintiff did

not actually own shares on the date of the Conversion, it stipulated to the dismissal of the derivative claims in October of 2025

and the Court has allowed Charles Blackburn (together with the original Plaintiff, “Plaintiffs”) to intervene as a new plaintiff

with respect to the derivative claims. The original Plaintiff continues as a plaintiff with respect to one direct claim. Plaintiffs

challenge the receipt, by certain officers of the PTP and certain directors of the general partner of the PTP, of a right to cash

payments associated with the elimination of a tax receivable agreement in connection with the Conversion. Plaintiffs are

seeking monetary damages, restitution, and an injunction preventing the Company from making any future cash payments for

the elimination of the tax receivable agreement in connection with the Conversion. By virtue of the derivative nature of the

primary claims (i.e., that the claims are aimed primarily at certain officers and directors), it is unlikely that the Company itself

will pay material damage awards based on the derivative claims, although the Company is expected to incur legal defense fees

to the extent not covered by insurance. The Delaware Court issued a ruling on the defendant’s motion to dismiss on April 24,

2024, dismissing some of the original Plaintiff’s claims but allowing most of the claims to proceed to discovery and possibly to

trial. The Company intends to contest the direct claims vigorously, and the officer and director defendants intend to continue

contesting the derivative claims vigorously.

General

The Company currently is and expects to continue to be, from time to time, subject to examinations, formal and informal

inquiries, and investigations by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to,

the SEC, Department of Justice, state attorneys general, FINRA, National Futures Association, and the U.K. Financial Conduct

Authority. The Company routinely cooperates with such examinations, inquiries and investigations, and they may result in the

commencement of civil, criminal, or administrative or other proceedings against the Company or its personnel.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

It is not possible to predict the ultimate outcome of all pending investigations and legal proceedings and employment-

related matters, and some of the matters discussed above involve claims for potentially large and/or indeterminate amounts of

damages. Based on information known by management, management does not believe that as of the date of this filing the final

resolutions of the matters above will have a material effect upon the Company’s condensed consolidated financial statements.

However, given the potentially large and/or indeterminate amounts of damages sought in certain of these matters and the

inherent unpredictability of investigations and litigations, it is possible that an adverse outcome in certain matters could, from

time to time, have a material effect on the Company’s financial results in any particular period.

The Company accrues an estimated loss contingency liability when it is probable that such a liability has been incurred

and the amount of the loss can be reasonably estimated. As of September 30, 2025, the Company had recorded liabilities

aggregating to approximately $35 million for litigation-related contingencies, regulatory examinations and inquiries, and other

matters. The Company evaluates its outstanding legal and regulatory proceedings and other matters each quarter to assess its

loss contingency accruals, and makes adjustments in such accruals, upward or downward, as appropriate, based on

management’s best judgment after consultation with counsel. There is no assurance that the Company’s accruals for loss

contingencies will not need to be adjusted in the future or that, in light of the uncertainties involved in such matters, the ultimate

resolution of these matters will not significantly exceed the accruals that the Company has recorded.

Indemnifications

In the normal course of business, the Company and its subsidiaries enter into contracts that contain a variety of

representations and warranties and provide general indemnifications. The Company’s maximum exposure under these

arrangements is unknown as this would involve future claims that may be made against the Company that have not yet

occurred. However, based on experience, the Company believes the risk of material loss to be remote.

In connection with the sale of the Company’s interest in its local Brazilian management entity in August 2021, the

Company provided a guarantee to the acquiring company of up to BRL 100.0 million ($18.8 million as of September 30, 2025)

for liabilities arising from tax-related indemnifications. This guarantee, which will expire in August 2027, would only come

into effect after all alternative remedies have been exhausted. The Company believes the likelihood of any material funding

under this guarantee to be remote.

Risks and Uncertainties

Carlyle’s funds seek investment opportunities that offer the possibility of attaining substantial capital appreciation.

Certain events particular to each industry in which the underlying investees conduct their operations, as well as general

economic, political, regulatory, and public health conditions, may have a significant negative impact on the Company’s

investments and profitability. The funds managed by the Company may also experience a slowdown in the deployment of

capital, which could adversely affect the Company’s ability to raise capital for new or successor funds and could also impact the

management fees the Company earns on its carry funds and managed accounts, and/or result in the impairment of intangible

assets and/or goodwill the case of the Company’s acquired businesses. Such events are beyond the Company’s control, and the

likelihood that they may occur and the effect on the Company cannot be predicted.

Furthermore, certain of the funds’ investments are made in private companies and there are generally no public markets

for the underlying securities at the current time. The funds’ ability to liquidate their publicly-traded investments are often

subject to limitations, including discounts that may be required to be taken on quoted prices due to the number of shares being

sold. The funds’ ability to liquidate their investments and realize value is subject to significant limitations and uncertainties,

including among others currency fluctuations and natural disasters.

The Company and the funds make investments outside of the United States. Investments outside the United States may be

subject to less developed bankruptcy, corporate, partnership and other laws (which may have the effect of disregarding or

otherwise circumventing the limited liability structures potentially causing the actions or liabilities of one fund or a portfolio

company to adversely impact the Company or an unrelated fund or portfolio company). Non-U.S. investments are subject to the

same risks associated with the Company’s U.S. investments as well as additional risks, such as fluctuations in foreign currency

exchange rates, unexpected changes in regulatory requirements, heightened risk of political and economic instability,

difficulties in managing non-U.S. investments, potentially adverse tax consequences, and the burden of complying with a wide

variety of foreign laws.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Furthermore, Carlyle is exposed to economic risk concentrations related to certain large investments as well as

concentrations of investments in certain industries and geographies.

Additionally, the Company encounters credit risk. Credit risk is the risk of default by a counterparty in the Company’s

investments in debt securities, loans, leases, and derivatives that result from a borrower’s, lessee’s, or derivative counterparty’s

inability or unwillingness to make required or expected payments. The Company is subject to credit risk should a financial

institution be unable to fulfill its obligations.

The Company considers cash, cash equivalents, securities, receivables, principal equity method investments, accounts

payable, accrued expenses, other liabilities, loans, senior notes, assets, and liabilities of Consolidated Funds and contingent and

other consideration for acquisitions to be its financial instruments. Except for the senior notes, subordinated notes, and

compensatory contingent and other consideration for acquisitions, the carrying amounts reported in the condensed consolidated

balance sheets for these financial instruments equal or closely approximate their fair values. The fair value of the senior and

subordinated notes is disclosed in Note 6, Borrowings.

9. Related Party Transactions

Due from Affiliates and Other Receivables, Net

The Company had the following due from affiliates and other receivables at September 30, 2025 and December 31,

2024:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Accrued incentive fees	$42.1	$33.7
Unbilled receivable for giveback obligations from current and former employees	11.5	11.5
Notes receivable and accrued interest from affiliates	26.7	46.2
Management fee receivable, net	267.4	296.4
Reimbursable expenses and other receivables from unconsolidated funds and affiliates, net	393.5	417.8
Total	$741.2	$805.6

Reimbursable expenses and other receivables from certain of the unconsolidated funds and portfolio companies relate to

advisory fees receivable and expenses paid on behalf of these entities. These costs generally represent costs related to the

pursuit of actual or proposed investments, professional fees, and expenses associated with the acquisition, holding, and

disposition of the investments. The affiliates are obligated at the discretion of the Company to reimburse the expenses. Based

on management’s determination, the Company may accrue and charge interest on amounts due from affiliate accounts at

interest rates ranging up to 7.05% as of September 30, 2025. The accrued and charged interest to the affiliates was not

significant for any period presented.

Notes receivable includes loans that the Company has provided to certain unconsolidated funds to meet short-term

obligations to purchase investments. Notes receivable as of September 30, 2025 and December 31, 2024 also include interest-

bearing loans of $19.1 million and $22.8 million, respectively, to certain eligible Carlyle employees, which excludes Section 16

officers and other members of senior management, to finance their investments in certain Carlyle sponsored funds. These

advances accrue interest at the WSJ Prime Rate minus 1.00% floating with a floor rate of 3.50% (6.25% as of September 30,

2025) and are collateralized by each borrower’s interest in the Carlyle sponsored funds.

These receivables are assessed regularly for collectability. Management fee receivable amounts determined to be

uncollectible are recorded as a reduction in revenue in the condensed consolidated statements of operations. For all other

receivables, amounts determined to be uncollectible are charged directly to general, administrative and other expenses in the

condensed consolidated statements of operations. A corresponding allowance for doubtful accounts is recorded and such

amounts were not significant for any period presented.

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Due to Affiliates

The Company had the following due to affiliates balances at September 30, 2025 and December 31, 2024:

	As of
	September 30,<br><br>2025	December 31,<br><br>2024
	(Dollars in millions)
Due to affiliates of Consolidated Funds	$5.8	$5.3
Due to non-consolidated affiliates	113.6	134.1
Amounts owed under the tax receivable agreement	71.6	77.2
Other	23.8	25.3
Total	$214.8	$241.9

The Company has recorded obligations for amounts due to certain of its affiliates. The Company periodically offsets

expenses it has paid on behalf of its affiliates against these obligations.

In connection with the Company’s initial public offering, the Company entered into a tax receivable agreement with the

limited partners of the Carlyle Holdings partnerships whereby certain subsidiaries of the Partnership agreed to pay to the limited

partners of the Carlyle Holdings partnerships involved in any exchange transaction 85% of the amount of cash tax savings, if

any, in U.S. federal, state and local income tax realized as a result of increases in tax basis resulting from exchanges of Carlyle

Holdings Partnership units for common units of The Carlyle Group L.P.

Other Related Party Transactions

Aircraft Transactions

Entities controlled by our co-founders own aircraft that may be used for the Company’s business in the ordinary course of

its operations. The hourly rates that the Company pays for the use of these aircraft are based on current market rates for

chartering private aircraft of the same type. The Company incurred fees for the use of these aircraft of $0.4 million and $1.4

million for the three and nine months ended September 30, 2025, respectively, and $0.6 million for both the three and nine

months ended September 30, 2024. All payments were paid directly to the manager of the aircraft, and a significant portion of

the payments were ultimately paid to or were for the benefit of certain co-founders.

BDC Preferred Shares

On May 5, 2020, the Company purchased 2,000,000 of the BDC Preferred Shares from CGBD in a private placement at a

price of $25 per share. Prior to the Exchange, as defined and discussed below, dividends were payable on a quarterly basis in an

initial amount equal to 7.0% per annum payable in cash, or, at CGBD’s option, 9.0% per annum payable in additional BDC

Preferred Shares. The BDC Preferred Shares were convertible at the Company’s option, in whole or in part, into the number of

shares of common stock equal to $25 per share plus any accumulated but unpaid dividends divided by an initial conversion

price of $9.50 per share, subject to certain adjustments.

In August 2024, to facilitate a merger between CGBD and another Carlyle-advised BDC (the “Merger”), the Company

agreed to exchange its 2,000,000 preferred shares into newly issued common shares of CGBD at a price equal to the net asset

value per common share on the date of completion of the Merger (the “Exchange”). The Merger and the Exchange were

completed on March 27, 2025, and the Company exchanged its preferred shares for 3,004,808 newly issued common shares of

CGBD based on the net asset value of $16.64 per common share of CGBD on that date. The preferred shares were cancelled

following the completion of the Exchange. The newly issued common shares of CGBD are subject to a tiered lock-up

agreement with a restriction period that expires in three equal tranches of the common shares over a period of two years and are

recorded at fair value using Level I inputs based on the CGBD common share price.

The Company received the final dividend distribution related to its BDC Preferred Shares in the first quarter of 2025. For

the three months ended September 30, 2024, the Company recorded dividend income from the BDC Preferred Shares of

$0.9 million. For the nine months ended September 30, 2025 and 2024, the Company recorded dividend income from the BDC

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Preferred Shares of $0.8 million and $2.6 million, respectively. This was included in Interest and other income in the condensed

consolidated statements of operations. The Company’s investment in the BDC Preferred Shares, which was recorded at fair

value using Level III inputs based on the estimated conversion value, was $53.4 million as of December 31, 2024, and was

included in Investments, including accrued performance allocations, in the condensed consolidated balance sheets.

Other Transactions

Senior Carlyle professionals and employees are permitted to participate in co-investment entities that invest in Carlyle

funds or alongside Carlyle funds. In many cases, participation is limited by law to individuals who qualify under applicable

legal requirements. These co-investment entities generally do not require senior Carlyle professionals and employees to pay

management fees or performance allocations, however, Carlyle professionals and employees are required to pay their portion of

partnership expenses.

Carried interest income from certain funds can be distributed to senior Carlyle professionals and employees on a current

basis, but is subject to repayment by the subsidiary of the Company that acts as general partner of the fund in the event that

certain specified return thresholds are not ultimately achieved. The senior Carlyle professionals and certain other investment

professionals have personally guaranteed, subject to certain limitations, the obligation of these subsidiaries in respect of this

general partner obligation. Such guarantees are several and not joint and are limited to a particular individual’s distributions

received.

The Company does business with some of its portfolio companies; all such arrangements are on a negotiated basis.

Substantially all revenue is earned from affiliates of Carlyle.

10. Income Taxes

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Provision (benefit) for income taxes	$(26.7)	$173.1	$98.2	$264.5
Effective tax rate	(31)%	22%	14%	23%

The effective tax rate for the three months ended September 30, 2025 and 2024 primarily comprised the 21% U.S. federal

corporate income tax rate, the impact of U.S. state and foreign income taxes and disallowed executive compensation, offset by

non-controlling interest and equity-based compensation deductions. The effective tax rate for the three months ended

September 30, 2025 was negative primarily due to the tax benefit from the pretax loss incurred prior to the effect of non-

controlling interest and due to the deduction related to the excess tax benefit from the vesting of restricted stock units in the

quarter. The effective tax rate for the nine months ended September 30, 2025 and 2024 primarily comprised the 21% U.S.

federal corporate income tax rate, the impact of U.S. state and foreign income taxes, and disallowed executive compensation,

primarily offset by equity-based compensation deductions and non-controlling interest. The effective tax rate for the nine

months ended September 30, 2024 also includes an increase related to other non-deductible expenses.

As of September 30, 2025 and December 31, 2024, the Company had federal, state, local and foreign taxes payable of

$90.6 million and $46.2 million, respectively, which is recorded as a component of accounts payable, accrued expenses and

other liabilities on the accompanying condensed consolidated balance sheets.

In the normal course of business, the Company is subject to examination by federal and certain state, local and foreign tax

regulators. With a few exceptions, as of September 30, 2025, the Company’s U.S. federal income tax returns for the years 2021

through 2024 are open under the normal three-year statute of limitations and therefore subject to examination. State and local

tax returns are generally subject to audit from 2019 to 2024. Foreign tax returns are generally subject to audit from 2011 to

Certain of the Company’s affiliates are currently under audit by federal, state and foreign tax authorities.

The Company does not believe that the outcome of the audits will require it to record material reserves for uncertain tax

positions or that the outcome will have a material impact on the condensed consolidated financial statements. The Company

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

does not believe that it has any tax positions for which it is reasonably possible that the total amounts of unrecognized tax

benefits will significantly increase or decrease within the next twelve months.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law. The IRA enacted a 15%

CAMT on the “adjusted financial statement income” of certain large corporations, which became effective on January 1, 2023.

The Company does not expect the IRA to have a material impact to its provision for income taxes given that any current year

payments that would be made under CAMT would be permitted to be carried forward and used as credits in future years

resulting in a deferred tax benefit. The Company will continue to monitor as additional guidance is released by U.S. Department

of the Treasury, the Internal Revenue Service, and other standard-setting bodies.

In October 2021, the OECD introduced a 15% global minimum tax under the Pillar Two GloBE model rules. There are a

number of key provisions under the rules that became effective in 2024 and others that will be phased in during 2025. Several

OECD member countries have enacted the tax legislation based on certain elements of these rules that became effective on

January 1, 2024, and additional countries have drafted or announced an intent to implement legislation. While Pillar Two has

not had a material impact to the Company’s provision for income taxes, the rules remain subject to significant negotiation and

potential change, and the timing and ultimate impact of any such changes on our tax obligations are uncertain. The Company

will continue to monitor as additional countries enact legislation, new parts of the regime come into force or additional

guidance is released by the OECD and other standard-setting bodies.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA extends several

provisions from the 2017 Tax Cuts and Jobs Act along with other domestic and international corporate tax provisions. The

OBBBA did not have a material impact on the Company’s provision for income taxes for the three and nine months ended

September 30, 2025, but the Company will continue to monitor as additional guidance is released by U.S. Department of the

Treasury, the Internal Revenue Service, and other standard-setting bodies.

11. Non-controlling Interests in Consolidated Entities

The components of the Company’s non-controlling interests in consolidated entities are as follows:

	As of
	September<br><br>30, 2025	December 31,<br><br>2024
	(Dollars in millions)
Non-Carlyle interests in Consolidated Funds	$812.9	$407.1
Non-Carlyle interests in majority-owned subsidiaries	412.2	334.2
Non-controlling interest in carried interest, giveback obligations and cash held for carried<br><br>interest distributions	0.4	(0.6)
Non-controlling interests in consolidated entities	$1,225.5	$740.7

The components of the Company’s non-controlling interests in income of consolidated entities are as follows:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Non-Carlyle interests in Consolidated Funds	$91.3	$8.3	$113.2	$16.7
Non-Carlyle interests in majority-owned subsidiaries	20.3	11.7	35.6	37.6
Non-controlling interest in carried interest, giveback obligations and<br><br>cash held for carried interest distributions	—	—	(0.2)	—
Non-controlling interests in income of consolidated entities	$111.6	$20.0	$148.6	$54.3

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

12. Earnings Per Common Share

Basic and diluted net income per common share are calculated as follows:

	Three Months Ended<br><br>September 30, 2025		Nine Months Ended<br><br>September 30, 2025
	Basic	Diluted	Basic	Diluted
Net income attributable to common shares	$900,000	$900,000	$450,600,000	$450,600,000
Weighted-average common shares outstanding	360,065,837	376,487,705	359,965,320	369,932,801
Net income per common share	$0.00	$0.00	$1.25	$1.22	Three Months Ended<br><br>September 30, 2024	Nine Months Ended<br><br>September 30, 2024
---	---	---	---	---
	Basic	Diluted	Basic	Diluted
Net income attributable to common shares	$595,700,000	$595,700,000	$809,500,000	$809,500,000
Weighted-average common shares outstanding	357,689,521	364,789,752	358,966,961	367,073,705
Net income per common share	$1.67	$1.63	$2.26	$2.21

The weighted-average common shares outstanding, basic and diluted, are calculated as follows:

	Three Months Ended<br><br>September 30, 2025		Nine Months Ended<br><br>September 30, 2025
	Basic	Diluted	Basic	Diluted
The Carlyle Group Inc. weighted-average common shares outstanding	360,065,837	360,065,837	359,965,320	359,965,320
Unvested restricted stock units	—	6,763,578	—	6,287,811
Issuable common shares and performance-vesting restricted stock units	—	9,658,290	—	3,679,670
Weighted-average common shares outstanding	360,065,837	376,487,705	359,965,320	369,932,801	Three Months Ended<br><br>September 30, 2024	Nine Months Ended<br><br>September 30, 2024
---	---	---	---	---
	Basic	Diluted	Basic	Diluted
The Carlyle Group Inc. weighted-average common shares outstanding	357,689,521	357,689,521	358,966,961	358,966,961
Unvested restricted stock units	—	5,692,912	—	6,766,273
Issuable common shares and performance-vesting restricted stock units	—	1,407,319	—	1,340,471
Weighted-average common shares outstanding	357,689,521	364,789,752	358,966,961	367,073,705

The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented

by the unvested restricted stock units. Also included in the determination of dilutive weighted-average common shares are

issuable common shares associated with the Company’s investment in NGP and performance-vesting restricted stock units.

13. Equity

Share Repurchase Program

The Board of Directors reset the total repurchase authorization of the Company’s previously approved share repurchase

program to $1.4 billion in shares of the Company’s common stock, effective as of February 6, 2024. Under the share repurchase

program, shares of the Company’s common stock may be repurchased from time to time in open market transactions, in

privately negotiated transactions, or otherwise, including through Rule 10b5-1 plans. The timing and actual number of shares of

common stock repurchased will depend on a variety of factors, including legal requirements and price, economic, and market

conditions. In addition to repurchases of common stock, the share repurchase program is used for the payment of tax

withholding amounts upon net share settlement of equity-based awards granted pursuant to our Equity Incentive Plan or

otherwise based on the value of shares withheld that would have otherwise been issued to the award holder. The share

repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. As of

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

September 30, 2025, $369.3 million of repurchase capacity remained under the program, which reflects both common shares

repurchased and shares retired in connection with the net share settlement of equity-based awards. The following table presents

the Company’s shares that have been repurchased or retired as a result of net share settlement of equity-based awards during the

three and nine months ended September 30, 2025 and 2024. Dollar amounts exclude the impact of excise taxes.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	Shares	$	Shares	$	Shares	$	Shares	$
	(Dollars in millions, except share data)
Shares repurchased	1,568,399	$100.0	1,670,245	$65.0	4,236,146	$225.0	8,029,148	$345.6
Shares retired in connection with the<br><br>net share settlement of equity-based<br><br>awards	1,693,158	102.7	1,717,966	85.5	4,620,513	257.8	2,833,113	133.2
Total	3,261,557	$202.7	3,388,211	$150.5	8,856,659	$482.8	10,862,261	$478.8

Dividends

The table below presents information regarding the quarterly dividends on the common shares, which were made at the

sole discretion of the Board of Directors of the Company.

Dividend Record Date	Dividend Payment Date	Dividend per Common<br><br>Share	Dividend to Common<br><br>Stockholders
		(Dollars in millions, except per share data)
May 14, 2024	May 21, 2024	$0.35	$125.6
August 16, 2024	August 26, 2024	0.35	125.5
November 18, 2024	November 25, 2024	0.35	125.2
February 21, 2025	February 28, 2025	0.35	126.4
Total 2024 Dividend Year		$1.40	$502.7
May 19, 2025	May 27, 2025	$0.35	$126.3
August 18, 2025	August 28, 2025	0.35	126.5
November 10, 2025	November 19, 2025	0.35	126.1
Total 2025 Dividend Year (through Q3 2025)		$1.05	$378.9

The Board of Directors will take into account general economic and business conditions, as well as the Company’s

strategic plans and prospects, business and investment opportunities, financial condition and obligations, legal, tax, and

regulatory restrictions, other constraints on the payment of dividends by the Company to its common stockholders or by

subsidiaries to the Company, and other such factors as the Board of Directors may deem relevant. In addition, the terms of the

Company’s credit facility provide certain limits on the Company’s ability to pay dividends.

14. Equity-Based Compensation

The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Equity Incentive Plan,” initially adopted

in May 2012 and as most recently amended and restated on May 29, 2024) is a source of equity-based awards permitting the

Company to grant to Carlyle employees, directors and consultants non-qualified options, share appreciation rights, common

shares, restricted stock units and other awards based on the Company’s shares of common stock. A total of 58,800,000 shares of

common stock are authorized for the grant of awards under the Equity Incentive Plan, of which a total of 26,197,170 shares of

the Company’s common stock remain available for grant as of September 30, 2025.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

A summary of the status of the Company’s non-vested equity-based awards as of September 30, 2025 and a summary of

changes for the nine months ended September 30, 2025, are presented below:

Unvested Shares	Performance-<br><br>Vesting<br><br>Restricted<br><br>Stock Units	Weighted-<br><br>Average<br><br>Grant Date<br><br>Fair Value	Restricted<br><br>Stock<br><br>Units	Weighted-<br><br>Average<br><br>Grant Date<br><br>Fair Value	Unvested<br><br>Common<br><br>Shares	Weighted-<br><br>Average<br><br>Grant Date<br><br>Fair Value
Balance, December 31, 2024	16,940,150	$25.41	13,966,488	$37.97	458,906	$39.35
Granted (1)	437,401	$36.20	4,692,582	$55.82	171,891	$56.33
Vested (2)	5,362,679	$30.83	6,213,897	$35.54	232,959	$36.87
Forfeited	484,304	$23.37	258,349	$41.76	—	$—
Balance, September 30, 2025	11,530,568	$23.39	12,186,824	$46.01	397,838	$46.04

(1)Includes shares reserved for issuance upon settlement of dividend-equivalent rights carried by certain restricted stock units concurrently

with the settlement of the restricted stock units for shares.

(2)Includes 4,620,513 shares that were retired in connection with the net share settlement of equity-based awards. The Company paid

$257.8 million of taxes related to the net share settlement of equity-based awards during the nine months ended September 30, 2025,

which is included within financing activities in the condensed consolidated statements of cash flows.

The Company recorded equity-based compensation expense, net of forfeitures, for restricted stock units of $90.7 million

and $121.6 million for the three months ended September 30, 2025 and 2024, respectively, with $15.9 million and

$23.1 million of corresponding deferred tax benefits, respectively. The Company recorded equity-based compensation expense,

net of forfeitures, for restricted stock units of $287.1 million and $355.1 million for the nine months ended September 30, 2025

and 2024, respectively, with $52.6 million and $66.9 million of corresponding deferred tax benefits, respectively. As of

September 30, 2025, the total unrecognized equity-based compensation expense related to unvested restricted stock units was

$457.8 million, which is expected to be recognized over a weighted-average term of 1.9 years.

15. Segment Reporting

Carlyle conducts its operations through three reportable segments:

Global Private Equity – The Global Private Equity segment advises buyout, growth, real estate, and infrastructure &

natural resources funds. The segment also includes the NGP Carry Funds advised by NGP.

Global Credit – The Global Credit segment advises funds and vehicles that pursue investment strategies including

insurance solutions, liquid credit, opportunistic credit, direct lending, asset-backed finance, aviation finance,

infrastructure credit, cross-platform credit products, and global capital markets.

Carlyle AlpInvest – The Carlyle AlpInvest segment advises global private equity programs that pursue secondary

purchases and financing of existing portfolios, managed co-investment programs, and primary fund investments.

The Company’s reportable business segments are differentiated by their various investment focuses and strategies.

Overhead costs are generally allocated based on cash-based compensation and benefits expense for each segment. The

Company’s earnings from its investment in NGP are presented in the respective operating captions within the Global Private

Equity segment.

Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in the Company’s

industry and is evaluated regularly by the chief operating decision maker (“CODM”), which is our Chief Executive Officer, in

making resource deployment and compensation decisions and in assessing performance of the Company’s three reportable

segments. The CODM also uses DE in budgeting, forecasting, and the overall management of the Company’s segments. The

CODM believes that reporting DE is helpful to understanding the Company’s business and that investors should review the

same supplemental financial measure that the CODM uses to analyze the Company’s segment performance. DE is intended to

show the amount of net realized earnings without the effects of the consolidation of the Consolidated Funds. DE is derived from

the Company’s segment reported results and is used to assess performance.

Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.

GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (composed of performance

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,

unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle

interests in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items that affect

period-to-period comparability and are not reflective of the Company’s operational performance. Charges (credits) related to

Carlyle corporate actions and non-recurring items include: charges associated with the Conversion, charges (credits) associated

with acquisitions, dispositions or strategic investments, changes in the tax receivable agreement liability, amortization and any

impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions and dispositions,

charges associated with earn-outs and contingent consideration including gains and losses associated with the estimated fair

value of contingent considerations issued in conjunction with acquisitions or strategic investments, impairment charges

associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract

terminations and employee severance, and non-recurring items that affect period-to-period comparability and are not reflective

of the Company’s operating performance. Management believes the inclusion or exclusion of these items provides investors

with a meaningful indication of the Company’s core operating performance.

Fee Related Earnings. Fee Related Earnings, or “FRE,” is a component of DE and is used to assess the ability of the

business to cover base compensation and operating expenses from total fee revenues. FRE adjusts DE to exclude net realized

performance revenues, realized principal investment income, and net interest (interest income less interest expense). Fee

Related Earnings includes fee related performance revenues and related compensation expense. Fee related performance

revenues represent the realized portion of performance revenues that are measured and received on a recurring basis, are not

dependent on realization events, and which have no risk of giveback.

Asset information by segment is not disclosed because this information is not used by the CODM to make resource

deployment decisions or evaluate the performance of the Company’s segments.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables present the financial data for the Company’s three reportable segments for the three and nine months

ended September 30, 2025:

	Three Months Ended September 30, 2025
	Global<br><br>Private<br><br>Equity	Global<br><br>Credit	Carlyle<br><br>AlpInvest	Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$295.0	$146.5	$132.4	$573.9
Portfolio advisory and transaction fees, net and other	6.5	25.6	0.2	32.3
Fee related performance revenues	—	28.6	18.9	47.5
Total fund level fee revenues	301.5	200.7	151.5	653.7
Realized performance revenues	38.0	8.2	15.5	61.7
Realized principal investment income (loss)	(0.4)	42.8	7.1	49.5
Interest income	7.4	8.1	2.1	17.6
Total revenues	346.5	259.8	176.2	782.5
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	97.4	83.8	39.3	220.5
Realized performance revenues related compensation	24.2	4.7	13.7	42.6
Total compensation and benefits	121.6	88.5	53.0	263.1
General, administrative, and other indirect expenses(1)	56.2	28.5	22.6	107.3
Depreciation and amortization expense	7.6	4.3	2.1	14.0
Interest expense	14.3	12.1	3.3	29.7
Total expenses	199.7	133.4	81.0	414.1
(=) Distributable Earnings	$146.8	$126.4	$95.2	$368.4
(-) Realized Net Performance Revenues	13.8	3.5	1.8	19.1
(-) Realized Principal Investment Income	(0.4)	42.8	7.1	49.5
(+) Net Interest	6.9	4.0	1.2	12.1
(=) Fee Related Earnings	$140.3	$84.1	$87.5	$311.9

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30, 2025
	Global<br><br>Private<br><br>Equity	Global<br><br>Credit	Carlyle<br><br>AlpInvest	Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$880.4	$456.1	$352.5	$1,689.0
Portfolio advisory and transaction fees, net and other	27.9	130.0	0.2	158.1
Fee related performance revenues	—	86.0	39.7	125.7
Total fund level fee revenues	908.3	672.1	392.4	1,972.8
Realized performance revenues	599.8	26.6	50.2	676.6
Realized principal investment income	27.1	60.3	25.6	113.0
Interest income	18.9	22.1	6.3	47.3
Total revenues	1,554.1	781.1	474.5	2,809.7
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	306.5	261.0	110.8	678.3
Realized performance revenues related compensation	385.5	15.7	41.2	442.4
Total compensation and benefits	692.0	276.7	152.0	1,120.7
General, administrative, and other indirect expenses(1)	155.2	99.7	54.3	309.2
Depreciation and amortization expense	21.5	12.0	6.0	39.5
Interest expense	41.1	34.9	9.5	85.5
Total expenses	909.8	423.3	221.8	1,554.9
(=) Distributable Earnings	$644.3	$357.8	$252.7	$1,254.8
(-) Realized Net Performance Revenues	214.3	10.9	9.0	234.2
(-) Realized Principal Investment Income	27.1	60.3	25.6	113.0
(+) Net Interest	22.2	12.8	3.2	38.2
(=) Fee Related Earnings	$425.1	$299.4	$221.3	$945.8

(1)General, administrative, and other indirect expenses primarily comprised professional fees, rent and other office expenses, IT expenses, travel and

entertainment expenses, and fundraising costs.

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables present the financial data for the Company’s three reportable segments for the three and nine months

ended September 30, 2024:

	Three Months Ended September 30, 2024
	Global<br><br>Private<br><br>Equity	Global<br><br>Credit	Carlyle<br><br>AlpInvest	Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$298.6	$142.8	$85.1	$526.5
Portfolio advisory and transaction fees, net and other	5.9	21.4	0.1	27.4
Fee related performance revenues	—	29.0	7.3	36.3
Total fund level fee revenues	304.5	193.2	92.5	590.2
Realized performance revenues	225.2	11.5	39.2	275.9
Realized principal investment income (loss)	10.0	(2.8)	1.9	9.1
Interest income	7.7	9.8	2.3	19.8
Total revenues	547.4	211.7	135.9	895.0
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	101.1	76.5	30.0	207.6
Realized performance revenues related compensation	141.5	6.9	36.9	185.3
Total compensation and benefits	242.6	83.4	66.9	392.9
General, administrative, and other indirect expenses(1)	48.5	31.2	13.2	92.9
Depreciation and amortization expense	6.7	3.3	1.8	11.8
Interest expense	14.1	13.3	2.9	30.3
Total expenses	311.9	131.2	84.8	527.9
(=) Distributable Earnings	$235.5	$80.5	$51.1	$367.1
(-) Realized Net Performance Revenues	83.7	4.6	2.3	90.6
(-) Realized Principal Investment Income (Loss)	10.0	(2.8)	1.9	9.1
(+) Net Interest	6.4	3.5	0.6	10.5
(=) Fee Related Earnings	$148.2	$82.2	$47.5	$277.9

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30, 2024
	Global<br><br>Private<br><br>Equity	Global<br><br>Credit	Carlyle<br><br>AlpInvest	Total
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$908.4	$420.5	$238.7	$1,567.6
Portfolio advisory and transaction fees, net and other	16.8	66.0	0.2	83.0
Fee related performance revenues	6.9	81.2	10.4	98.5
Total fund level fee revenues	932.1	567.7	249.3	1,749.1
Realized performance revenues	728.7	19.0	82.5	830.2
Realized principal investment income	35.7	30.2	3.5	69.4
Interest income	21.8	30.6	5.8	58.2
Total revenues	1,718.3	647.5	341.1	2,706.9
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	314.3	227.3	85.6	627.2
Realized performance revenues related compensation	457.2	11.5	73.2	541.9
Total compensation and benefits	771.5	238.8	158.8	1,169.1
General, administrative, and other indirect expenses(1)	137.3	96.1	37.1	270.5
Depreciation and amortization expense	19.6	9.6	5.0	34.2
Interest expense	42.2	40.6	8.7	91.5
Total expenses	970.6	385.1	209.6	1,565.3
(=) Distributable Earnings	$747.7	$262.4	$131.5	$1,141.6
(-) Realized Net Performance Revenues	271.5	7.5	9.3	288.3
(-) Realized Principal Investment Income	35.7	30.2	3.5	69.4
(+) Net Interest	20.4	10.0	2.9	33.3
(=) Fee Related Earnings	$460.9	$234.7	$121.6	$817.2

(1)General, administrative, and other indirect expenses primarily comprised professional fees, rent and other office expenses, IT expenses, travel and

entertainment expenses, and fundraising costs.

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the

three months ended September 30, 2025 and 2024:

	Three Months Ended September 30, 2025
	Total<br><br>Reportable<br><br>Segments	Consolidated<br><br>Funds	Reconciling<br><br>Items		Carlyle<br><br>Consolidated
	(Dollars in millions)
Revenues	$782.5	$163.4	$(613.2)	(a)	$332.7
Expenses	$414.1	$195.8	$(239.8)	(b)	$370.1
Other income (loss)	$—	$123.2	$—	(c)	$123.2
Distributable earnings	$368.4	$90.8	$(373.4)	(d)	$85.8

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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended September 30, 2024
	Total<br><br>Reportable<br><br>Segments	Consolidated<br><br>Funds	Reconciling<br><br>Items		Carlyle<br><br>Consolidated
	(Dollars in millions)
Revenues	$895.0	$180.1	$1,560.1	(a)	$2,635.2
Expenses	$527.9	$160.6	$1,160.4	(b)	$1,848.9
Other income (loss)	$—	$2.5	$—	(c)	$2.5
Distributable earnings	$367.1	$22.0	$399.7	(d)	$788.8

The following tables reconcile the Total Segments to the Company’s Income (Loss) Before Provision for Taxes for the

nine months ended September 30, 2025 and 2024.

	Nine Months Ended September 30, 2025
	Total<br><br>Reportable<br><br>Segments	Consolidated<br><br>Funds	Reconciling<br><br>Items		Carlyle<br><br>Consolidated
	(Dollars in millions)
Revenues	$2,809.7	$459.8	$(390.8)	(a)	$2,878.7
Expenses	$1,554.9	$505.1	$297.4	(b)	$2,357.4
Other income (loss)	$—	$176.1	$—	(c)	$176.1
Distributable earnings	$1,254.8	$130.8	$(688.2)	(d)	$697.4	Nine Months Ended September 30, 2024
---	---	---	---	---	---
	Total<br><br>Reportable<br><br>Segments	Consolidated<br><br>Funds	Reconciling<br><br>Items		Carlyle<br><br>Consolidated
	(Dollars in millions)
Revenues	$2,706.9	$510.6	$1,175.8	(a)	$4,393.3
Expenses	$1,565.3	$464.6	$1,225.5	(b)	$3,255.4
Other income (loss)	$—	$(9.6)	$—	(c)	$(9.6)
Distributable earnings	$1,141.6	$36.4	$(49.7)	(d)	$1,128.3

(a)The Revenues adjustment principally represents unrealized performance revenues, unrealized principal investment

income (loss) (including Fortitude), revenues earned from the Consolidated Funds which were eliminated in

consolidation to arrive at the Company’s total revenues, adjustments for amounts attributable to non-controlling

interests in consolidated entities, adjustments related to expenses associated with the investments in NGP Management

and its affiliates that are included in operating captions or are excluded from the segment results, adjustments to reflect

the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, and the inclusion of tax expenses

associated with certain foreign performance revenues, as detailed below:

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Unrealized performance and fee related performance revenues	$(632.0)	$1,495.1	$(498.3)	$1,020.9
Unrealized principal investment income (loss)	(7.4)	1.8	35.1	54.3
Adjustments related to expenses associated with investments in NGP<br><br>Management and its affiliates	(12.3)	(3.5)	(120.8)	(10.5)
Non-controlling interests and other adjustments to present certain costs on<br><br>a net basis	56.5	79.0	254.3	156.7
Elimination of revenues of Consolidated Funds	(18.0)	(12.3)	(61.1)	(45.6)
	$(613.2)	$1,560.1	$(390.8)	$1,175.8

The following table reconciles the total segments fund level fee revenue to the most directly comparable U.S. GAAP

measure, the Company’s consolidated fund management fees, for the three and nine months ended September 30, 2025

and 2024.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Total Reportable Segments - Fund level fee revenues	$653.7	$590.2	$1,972.8	$1,749.1
Adjustments(1)	(70.4)	(57.5)	(183.0)	(158.4)
Carlyle Consolidated - Fund management fees	$583.3	$532.7	$1,789.8	$1,590.7

(1)Adjustments represent the reclassification of NGP management fees from principal investment income, the

reclassification of fee related performance revenues from business development companies and other products,

management fees earned from Consolidated Funds which were eliminated in consolidation to arrive at the

Company’s fund management fees, and the reclassification of certain amounts included in portfolio advisory

fees, net and other in the segment results that are included in interest and other income in the U.S. GAAP results.

(b)The Expenses adjustment represents the elimination of intercompany expenses of the Consolidated Funds payable to the

Company, the inclusion of equity-based compensation, certain tax expenses associated with realized performance

revenues related compensation, and unrealized performance revenues related compensation, adjustments related to

expenses associated with the investment in NGP Management that are included in operating captions, adjustments to

reflect the reimbursement of certain costs incurred on behalf of Carlyle funds on a net basis, changes in the tax

receivable agreement liability, and charges and credits associated with Carlyle corporate actions and non-recurring

items, as detailed below:

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The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Unrealized performance and fee related performance revenue<br><br>compensation expense	$(387.4)	$930.7	$(288.0)	$634.5
Equity-based compensation	88.2	122.0	289.3	360.4
Acquisition or disposition-related charges and amortization of intangibles<br><br>and impairment	46.2	37.4	216.7	103.5
Tax (expense) benefit associated with certain foreign performance<br><br>revenues related compensation	(0.4)	(0.2)	(0.5)	(1.4)
Non-controlling interests and other adjustments to present certain costs on<br><br>a net basis	23.9	63.8	98.1	108.6
Other adjustments	8.2	5.3	25.3	45.8
Elimination of expenses of Consolidated Funds	(18.5)	1.4	(43.5)	(25.9)
	$(239.8)	$1,160.4	$297.4	$1,225.5

(c)The Other Income (Loss) adjustment results from the Consolidated Funds that were eliminated in consolidation to

arrive at the Company’s total Other Income (Loss).

(d)The following table is a reconciliation of Income (Loss) Before Provision for Income Taxes to Distributable Earnings

and to Fee Related Earnings:

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Income (loss) before provision for income taxes	$85.8	$788.8	$697.4	$1,128.3
Adjustments:
Net unrealized performance and fee related performance revenues	244.6	(564.4)	210.3	(386.4)
Unrealized principal investment (income) loss	7.4	(1.8)	(35.1)	(54.3)
Equity-based compensation(1)	88.2	122.0	289.3	360.4
Acquisition or disposition-related charges, including amortization of intangibles<br><br>and impairment	46.2	37.4	216.7	103.5
Tax (expense) benefit associated with certain foreign performance revenues	(0.4)	(0.2)	(0.5)	(1.4)
Net income attributable to non-controlling interests in consolidated entities	(111.6)	(20.0)	(148.6)	(54.3)
Other adjustments(2)	8.2	5.3	25.3	45.8
Distributable Earnings	$368.4	$367.1	$1,254.8	$1,141.6
Realized performance revenues, net of related compensation(3)	19.1	90.6	234.2	288.3
Realized principal investment income(3)	49.5	9.1	113.0	69.4
Net interest	12.1	10.5	38.2	33.3
Fee Related Earnings	$311.9	$277.9	$945.8	$817.2

(1)Equity-based compensation for the three and nine months ended September 30, 2025 and 2024 included amounts that are

presented in principal investment income and general, administrative and other expenses in the Company’s condensed

consolidated statements of operations.

(2)Includes charges (credits) related to Carlyle corporate actions and non-recurring items that affect period-to-period

comparability and are not reflective of the Company’s operating performance.

(3)See reconciliation to most directly comparable U.S. GAAP measure below:

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended September 30, 2025
	Carlyle<br><br>Consolidated	Adjustments (4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$(606.7)	$668.4	$61.7
Performance revenues related compensation expense	(324.6)	367.2	42.6
Net performance revenues	$(282.1)	$301.2	$19.1
Principal investment income (loss)	$87.7	$(38.2)	$49.5
	Nine Months Ended September 30, 2025
	Carlyle<br><br>Consolidated	Adjustments (4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$255.0	$421.6	$676.6
Performance revenues related compensation expense	290.4	152.0	442.4
Net performance revenues	$(35.4)	$269.6	$234.2
Principal investment income (loss)	$79.8	$33.2	$113.0	Three Months Ended September 30, 2024
---	---	---	---
	Carlyle<br><br>Consolidated	Adjustments (4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$1,785.5	$(1,509.6)	$275.9
Performance revenues related compensation expense	1,151.0	(965.7)	185.3
Net performance revenues	$634.5	$(543.9)	$90.6
Principal investment income (loss)	$46.0	$(36.9)	$9.1
	Nine Months Ended September 30, 2024
	Carlyle<br><br>Consolidated	Adjustments (4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$1,826.7	$(996.5)	$830.2
Performance revenues related compensation expense	1,222.4	(680.5)	541.9
Net performance revenues	$604.3	$(316.0)	$288.3
Principal investment income (loss)	$207.2	$(137.8)	$69.4

(4) Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations

net of related compensation expense and unrealized principal investment income, which are excluded from the segment

results, (ii) amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were

included in the segment results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were

excluded from the segment results, (iv) the reclassification of NGP performance revenues, which are included in principal

investment income in the U.S. GAAP financial statements, (v) the reclassification of fee related performance revenues, which

are included in fund level fee revenues in the segment results, and (vi) the reclassification of tax expenses associated with

certain foreign performance revenues. Adjustments to principal investment income (loss) also include the reclassification of

earnings for the investments in NGP Management and its affiliates to the appropriate operating captions for the segment

results, the exclusion of charges associated with the investment in NGP Management and its affiliates that are excluded from

the segment results and the exclusion of the principal investment loss from dilution of the indirect investment in Fortitude.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

16. Subsequent Events

In October 2025, the Company’s Board of Directors declared a quarterly dividend of $0.35 per share of common stock to

common stockholders of record at the close of business on November 10, 2025, payable on November 19, 2025.

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

17. Supplemental Financial Information

The following supplemental financial information illustrates the consolidating effects of the Consolidated Funds on the

Company’s financial position as of September 30, 2025 and December 31, 2024 and results of operations for the three and nine

months ended September 30, 2025 and 2024. The supplemental statement of cash flows is presented without effects of the

Consolidated Funds.

	As of September 30, 2025
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Assets
Cash and cash equivalents	$2,221.7	$—	$—	$2,221.7
Cash and cash equivalents held at Consolidated Funds	—	1,037.3	—	1,037.3
Investments, including accrued performance allocations of $6,956.3	11,436.1	—	(920.7)	10,515.4
Investments of Consolidated Funds	—	11,083.3	—	11,083.3
Due from affiliates and other receivables, net	1,038.7	3.3	(300.8)	741.2
Due from affiliates and other receivables of Consolidated Funds, net	—	259.4	—	259.4
Fixed assets, net	199.1	—	—	199.1
Lease right-of-use assets, net	340.6	—	—	340.6
Deposits and other	84.6	5.0	—	89.6
Intangible assets, net	540.0	—	—	540.0
Deferred tax assets	28.3	—	—	28.3
Total assets	$15,889.1	$12,388.3	$(1,221.5)	$27,055.9
Liabilities and equity
Debt obligations	$2,984.2	$—	$—	$2,984.2
Loans payable of Consolidated Funds	—	9,487.3	(287.8)	9,199.5
Accounts payable, accrued expenses and other liabilities	433.8	—	—	433.8
Accrued compensation and benefits	5,288.4	—	—	5,288.4
Due to affiliates	209.0	5.8	—	214.8
Deferred revenue	373.0	—	—	373.0
Deferred tax liabilities	80.7	—	—	80.7
Other liabilities of Consolidated Funds	—	1,112.3	(0.1)	1,112.2
Lease liabilities	479.6	—	—	479.6
Accrued giveback obligations	44.6	—	—	44.6
Total liabilities	9,893.3	10,605.4	(287.9)	20,210.8
Common stock	3.6	—	—	3.6
Additional paid-in capital	4,194.7	949.1	(949.1)	4,194.7
Retained earnings	1,617.8	—	—	1,617.8
Accumulated other comprehensive loss	(232.9)	20.9	15.5	(196.5)
Non-controlling interests in consolidated entities	412.6	812.9	—	1,225.5
Total equity	5,995.8	1,782.9	(933.6)	6,845.1
Total liabilities and equity	$15,889.1	$12,388.3	$(1,221.5)	$27,055.9

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	As of December 31, 2024
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Assets
Cash and cash equivalents	$1,266.0	$—	$—	$1,266.0
Cash and cash equivalents held at Consolidated Funds	—	830.4	—	830.4
Investments, including accrued performance allocations of $7,053.5	11,324.1	—	(387.4)	10,936.7
Investments of Consolidated Funds	—	7,782.4	—	7,782.4
Due from affiliates and other receivables, net	1,111.0	—	(305.4)	805.6
Due from affiliates and other receivables of Consolidated Funds, net	—	237.1	—	237.1
Fixed assets, net	185.3	—	—	185.3
Lease right-of-use assets, net	341.4	—	—	341.4
Deposits and other	55.1	1.8	—	56.9
Intangible assets, net	634.1	—	—	634.1
Deferred tax assets	27.6	—	—	27.6
Total assets	$14,944.6	$8,851.7	$(692.8)	$23,103.5
Liabilities and equity
Debt obligations	$2,143.5	$—	$—	$2,143.5
Loans payable of Consolidated Funds	—	7,161.6	(297.4)	6,864.2
Accounts payable, accrued expenses and other liabilities	389.8	—	—	389.8
Accrued compensation and benefits	5,446.6	—	—	5,446.6
Due to affiliates	236.6	5.3	—	241.9
Deferred revenue	138.7	—	—	138.7
Deferred tax liabilities	137.0	—	—	137.0
Other liabilities of Consolidated Funds	—	861.7	(0.1)	861.6
Lease liabilities	488.6	—	—	488.6
Accrued giveback obligations	44.0	—	—	44.0
Total liabilities	9,024.8	8,028.6	(297.5)	16,755.9
Common stock	3.6	—	—	3.6
Additional paid-in capital	3,892.3	423.5	(423.5)	3,892.3
Retained earnings	2,040.8	—	—	2,040.8
Accumulated other comprehensive loss	(350.5)	(7.5)	28.2	(329.8)
Non-controlling interests in consolidated entities	333.6	407.1	—	740.7
Total equity	5,919.8	823.1	(395.3)	6,347.6
Total liabilities and equity	$14,944.6	$8,851.7	$(692.8)	$23,103.5

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended September 30, 2025
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$600.0	$—	$(16.7)	$583.3
Incentive fees	53.8	—	(2.4)	51.4
Investment income
Performance allocations	(598.2)	—	(8.5)	(606.7)
Principal investment income	71.4	—	16.3	87.7
Total investment income (loss)	(526.8)	—	7.8	(519.0)
Interest and other income	60.3	—	(6.7)	53.6
Interest and other income of Consolidated Funds	—	163.4	—	163.4
Total revenues	187.3	163.4	(18.0)	332.7
Expenses
Compensation and benefits
Cash-based compensation and benefits	216.2	—	—	216.2
Equity-based compensation	90.7	—	—	90.7
Performance allocations and incentive fee related compensation	(324.6)	—	—	(324.6)
Total compensation and benefits	(17.7)	—	—	(17.7)
General, administrative and other expenses	180.7	—	—	180.7
Interest	29.8	—	—	29.8
Interest and other expenses of Consolidated Funds	—	195.8	(18.5)	177.3
Total expenses	192.8	195.8	(18.5)	370.1
Other income
Net investment income of Consolidated Funds	—	123.2	—	123.2
Income (loss) before provision (benefit) for income taxes	(5.5)	90.8	0.5	85.8
Provision (benefit) for income taxes	(26.7)	—	—	(26.7)
Net income	21.2	90.8	0.5	112.5
Net income attributable to non-controlling interests in consolidated<br><br>entities	20.3	—	91.3	111.6
Net income attributable to The Carlyle Group Inc.	$0.9	$90.8	$(90.8)	$0.9

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30, 2025
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$1,822.4	$—	$(32.6)	$1,789.8
Incentive fees	138.0	—	(2.9)	135.1
Investment income
Performance allocations	265.2	—	(10.2)	255.0
Principal investment income	77.1	—	2.7	79.8
Total investment income	342.3	—	(7.5)	334.8
Interest and other income	177.3	—	(18.1)	159.2
Interest and other income of Consolidated Funds	—	459.8	—	459.8
Total revenues	2,480.0	459.8	(61.1)	2,878.7
Expenses
Compensation and benefits
Cash-based compensation and benefits	673.0	—	—	673.0
Equity-based compensation	287.1	—	—	287.1
Performance allocations and incentive fee related compensation	290.4	—	—	290.4
Total compensation and benefits	1,250.5	—	—	1,250.5
General, administrative and other expenses	559.8	—	—	559.8
Interest	85.6	—	—	85.6
Interest and other expenses of Consolidated Funds	—	505.1	(43.5)	461.6
Other non-operating income	(0.1)	—	—	(0.1)
Total expenses	1,895.8	505.1	(43.5)	2,357.4
Other income
Net investment income of Consolidated Funds	—	176.1	—	176.1
Income before provision for income taxes	584.2	130.8	(17.6)	697.4
Provision for income taxes	98.2	—	—	98.2
Net income	486.0	130.8	(17.6)	599.2
Net income attributable to non-controlling interests in consolidated<br><br>entities	35.4	—	113.2	148.6
Net income attributable to The Carlyle Group Inc.	$450.6	$130.8	$(130.8)	$450.6

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Three Months Ended September 30, 2024
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$539.1	$—	$(6.4)	$532.7
Incentive fees	38.9	—	(0.2)	38.7
Investment income
Performance allocations	1,786.3	—	(0.8)	1,785.5
Principal investment income	47.4	—	(1.4)	46.0
Total investment income	1,833.7	—	(2.2)	1,831.5
Interest and other income	55.7	—	(3.5)	52.2
Interest and other income of Consolidated Funds	—	180.1	—	180.1
Total revenues	2,467.4	180.1	(12.3)	2,635.2
Expenses
Compensation and benefits
Cash-based compensation and benefits	207.5	—	—	207.5
Equity-based compensation	121.6	—	—	121.6
Performance allocations and incentive fee related compensation	1,151.0	—	—	1,151.0
Total compensation and benefits	1,480.1	—	—	1,480.1
General, administrative and other expenses	176.6	—	—	176.6
Interest	30.3	—	—	30.3
Interest and other expenses of Consolidated Funds	—	160.6	1.4	162.0
Other non-operating income	(0.1)	—	—	(0.1)
Total expenses	1,686.9	160.6	1.4	1,848.9
Other income
Net investment income of Consolidated Funds	—	2.5	—	2.5
Income before provision for income taxes	780.5	22.0	(13.7)	788.8
Provision for income taxes	173.1	—	—	173.1
Net income	607.4	22.0	(13.7)	615.7
Net income attributable to non-controlling interests in consolidated<br><br>entities	11.7	—	8.3	20.0
Net income attributable to The Carlyle Group Inc.	$595.7	$22.0	$(22.0)	$595.7

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30, 2024
	Consolidated<br><br>Operating<br><br>Entities	Consolidated<br><br>Funds	Eliminations	Consolidated
	(Dollars in millions)
Revenues
Fund management fees	$1,610.1	$—	$(19.4)	$1,590.7
Incentive fees	96.7	—	(0.5)	96.2
Investment income
Performance allocations	1,827.8	—	(1.1)	1,826.7
Principal investment income	217.8	—	(10.6)	207.2
Total investment income	2,045.6	—	(11.7)	2,033.9
Interest and other income	175.9	—	(14.0)	161.9
Interest and other income of Consolidated Funds	—	510.6	—	510.6
Total revenues	3,928.3	510.6	(45.6)	4,393.3
Expenses
Compensation and benefits
Cash-based compensation and benefits	635.7	—	—	635.7
Equity-based compensation	355.1	—	—	355.1
Performance allocations and incentive fee related compensation	1,222.4	—	—	1,222.4
Total compensation and benefits	2,213.2	—	—	2,213.2
General, administrative and other expenses	512.2	—	—	512.2
Interest	91.5	—	—	91.5
Interest and other expenses of Consolidated Funds	—	464.6	(25.9)	438.7
Other non-operating income	(0.2)	—	—	(0.2)
Total expenses	2,816.7	464.6	(25.9)	3,255.4
Other income (loss)
Net investment loss of Consolidated Funds	—	(9.6)	—	(9.6)
Income before provision for income taxes	1,111.6	36.4	(19.7)	1,128.3
Provision for income taxes	264.5	—	—	264.5
Net income	847.1	36.4	(19.7)	863.8
Net income attributable to non-controlling interests in consolidated<br><br>entities	37.6	—	16.7	54.3
Net income attributable to The Carlyle Group Inc.	$809.5	$36.4	$(36.4)	$809.5

Table of Contents

The Carlyle Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

	Nine Months Ended September 30,
	2025	2024
	(Dollars in millions)
Cash flows from operating activities
Net income	$486.0	$847.1
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	143.1	137.0
Equity-based compensation	287.1	355.1
Non-cash performance allocations and incentive fees	2.7	(389.1)
Non-cash principal investment (income) loss	(32.5)	(182.0)
Other non-cash amounts	35.9	15.8
Purchases of investments	(872.6)	(479.4)
Proceeds from the sale of investments	807.6	435.7
Payments of contingent consideration	(2.7)	(4.0)
Change in deferred taxes, net	(67.5)	98.3
Change in due from affiliates and other receivables	(8.1)	(38.2)
Change in deposits and other	(25.4)	(5.4)
Change in accounts payable, accrued expenses and other liabilities	37.8	15.4
Change in accrued compensation and benefits	(61.4)	(170.8)
Change in due to affiliates	25.1	(0.9)
Change in lease right-of-use assets and lease liabilities	(9.7)	(5.4)
Change in deferred revenue	226.7	238.1
Net cash provided by operating activities	972.1	867.3
Cash flows from investing activities
Purchases of corporate treasury investments	—	(5.0)
Proceeds from corporate treasury investments	—	5.1
Purchases of fixed assets, net	(57.4)	(51.0)
Net cash used in investing activities	(57.4)	(50.9)
Cash flows from financing activities
Borrowings under credit facilities	—	10.4
Repayments under credit facilities	—	(10.4)
Issuance of 5.05% senior notes due 2035, net of financing costs	792.9	—
Payments on CLO borrowings	(52.0)	(73.3)
Proceeds from CLO borrowings, net of financing costs	64.8	0.5
Dividends to common stockholders	(379.2)	(377.8)
Payment of deferred consideration for Carlyle Holdings units	—	(68.8)
Contributions from non-controlling interest holders	116.9	155.2
Distributions to non-controlling interest holders	(83.9)	(58.9)
Common shares repurchased and net share settlement of equity-based awards	(482.8)	(478.8)
Change in due to/from affiliates financing activities	29.4	13.3
Net cash used in financing activities	6.1	(888.6)
Effect of foreign exchange rate changes	39.1	9.0
Increase (decrease) in cash, cash equivalents and restricted cash	959.9	(63.2)
Cash, cash equivalents and restricted cash, beginning of period	1,266.5	1,442.1
Cash, cash equivalents and restricted cash, end of period	$2,226.4	$1,378.9
Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents	$2,221.7	$1,376.8
Restricted cash	4.7	2.1
Total cash, cash equivalents and restricted cash, end of period	$2,226.4	$1,378.9
Cash and cash equivalents held at Consolidated Funds	$1,037.3	$488.5

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless context suggests otherwise, references in this Quarterly Report on Form 10-Q to “Carlyle,” the “Company,”

“we,” “us,” and “our” refer to The Carlyle Group Inc. and its consolidated subsidiaries. The following discussion and

analysis should be read in conjunction with the consolidated financial statements and the related notes included in this

Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2024.

Overview

We are one of the world’s largest global investment firms and deploy private capital across our business. We conduct our

operations through three reportable segments: Global Private Equity, Global Credit, and Carlyle AlpInvest (formerly, Global

Investment Solutions).

•Global Private Equity — Our Global Private Equity segment advises our buyout, growth, real estate, and infrastructure &

natural resources funds. The segment also includes the NGP Carry Funds advised by NGP. As of September 30, 2025, our

Global Private Equity segment had $163 billion in AUM and $101 billion in Fee-earning AUM.

•Global Credit — Our Global Credit segment advises funds and vehicles that pursue investment strategies including

insurance solutions, liquid credit, opportunistic credit, direct lending, asset-backed finance, aviation finance, infrastructure

credit, cross-platform credit products, and global capital markets. As of September 30, 2025, our Global Credit segment

had $208 billion in AUM and $167 billion in Fee-earning AUM.

•Carlyle AlpInvest — Our Carlyle AlpInvest segment advises global private equity programs that pursue secondary

purchases and financing of existing portfolios, managed co-investment programs, and primary fund investments. As of

September 30, 2025, our Carlyle AlpInvest segment had $102 billion in AUM and $64 billion in Fee-earning AUM.

We earn management fees pursuant to contractual arrangements with the investment funds that we manage and fees for

transaction advisory and oversight services provided to portfolio companies of these funds. We also typically receive a

performance fee from an investment fund, which may be either an incentive fee or a special residual allocation of income,

which we refer to as a performance allocation, or carried interest, in the event that specified investment returns are achieved by

the fund. Under U.S. generally accepted accounting principles (“U.S. GAAP”), we are required to consolidate some of the

investment funds that we advise. However, for segment reporting purposes, we present revenues and expenses on a basis that

deconsolidates these investment funds. Refer to Note 15, Segment Reporting, to the condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q for more information on the differences between our financial

results reported pursuant to U.S. GAAP and our financial results for segment reporting purposes.

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Our Global Investment Offerings

The following table provides a breakout of the product offerings and related acronyms included in our total assets under

management of $474 billion as of September 30, 2025 for each of our three global business segments (in billions):

Global Private Equity	$163.4	Global Credit	$208.5
Corporate Private Equity	$104.8	Insurance Solutions 4	$87.0
U.S. Buyout (CP)	51.8	Liquid Credit	$49.4
Asia Buyout (CAP)	11.6	U.S. CLOs	34.4
Europe Buyout (CEP)	10.4	Europe CLOs	10.4
Carlyle Global Partners (CGP)	6.8	CLO Investment Products	2.6
Europe Technology (CETP)	6.1	Revolving Credit	2.0
Japan Buyout (CJP)	6.1	Private Credit	$72.1
U.S. Growth (CP Growth / CEOF)	3.2	Opportunistic Credit (CCOF / CSP)	20.3
Life Sciences (ABV / ACCD)	2.2	Direct Lending 5	12.9
Asia Growth (CAP Growth / CAGP)	1.2	Aviation Finance (SASOF / CALF)	12.3
Other 1	5.5	Cross-Platform Credit (incl. CTAC)	9.8
Real Estate	$36.1	Asset-Backed Finance	9.7
U.S. Real Estate (CRP)	25.3	Infrastructure Credit (CICF)	6.7
Core Plus Real Estate (CPI)	8.2	Other 6	0.5
International Real Estate (CER)	2.5
Infrastructure & Natural Resources	$22.5	Carlyle AlpInvest	$102.1
NGP Energy 2	10.7	Secondaries and Portfolio Finance (ASF / ASPF)	$45.5
Infrastructure and Renewable Energy 3	6.4	Co-Investments (ACF)	$25.2
International Energy (CIEP)	5.4	Primary Investments & Other 7	$31.5

Note: All amounts shown represent total assets under management as of September 30, 2025, and totals may not sum due to rounding. In

addition, certain carry funds included herein may not be included in fund performance if they have not made an initial capital call or

commenced investment activity.

(1)Includes our Financial Services (CGFSP), Sub-Saharan Africa Buyout (CSSAF), South America Buyout (CSABF), Peru Buyout (CPF),

MENA Buyout and Ireland Buyout (CCIF) funds, as well as platform accounts which invest across Corporate Private Equity strategies.

(2)NGP Energy funds are advised by NGP Energy Capital Management, LLC, a separately registered investment adviser. We do not serve as

an investment adviser to those funds.

(3)Includes our Infrastructure (CGIOF), Renewable Energy (CRSEF), and Power funds (CPP / CPOCP).

(4)Includes Carlyle FRL, capital raised from strategic third-party investors which directly invest in Fortitude alongside Carlyle FRL, as well

as the fair value of the general account assets covered by the strategic advisory services agreement with Fortitude.

(5)Includes our business development companies (CGBD / CARS) and our evergreen fund (CDLF).

(6)Includes our Energy Credit (CEMOF) and Real Estate Credit (CNLI) funds.

(7)Includes Carlyle AlpInvest Private Markets (CAPM), Carlyle AlpInvest Private Markets Secondaries (CAPS), and Mezzanine funds.

Trends Affecting our Business

The third quarter of 2025 was one of continued optimism across markets. In the U.S., the S&P 500 and NASDAQ

sustained their upward climb, returning 8% and 11%, respectively. Broad enthusiasm for AI continues to drive sharp price

action, with just ten stocks accounting for 40% of U.S. stock market capitalization, the highest degree of concentration on

record. Moreover, eight of those companies operate in roughly the same sector and the earnings prospects of seven of them are

highly leveraged to AI. Relatively modest declines in data center capacity utilization, or extensions of AI monetization

timelines, could be enough to shift major stock market indexes. Stocks also performed well elsewhere. European stocks had a

better third quarter than second quarter, with the Euro Stoxx 50 up over 4%, compared to a 1% return in the respective periods;

meanwhile the Shanghai Composite and Nikkei 225 returned 13% and 11%, respectively, in the third quarter.

As of the end of the third quarter, U.S. public equity multiples were 20–30% above their 10-year average. Since the

pandemic, stock performance has become more divorced from traditional business quality metrics, such as top-line growth,

profit margins, and the stability of earnings over the cycle. Over the past five years, investors would have outperformed a

quality long portfolio by shorting a basket of stocks of the highest quality businesses, a notable inversion of historical patterns.

Much of this change is the result of the prevalence in public markets of both passive fund flows and short-term oriented retail

investors. The reduced role of institutional active investing as a share of overall public market activity has dampened

meaningful price discovery. By contrast, the frictions associated with exiting positions help to insulate private markets from

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similar effects. With transaction prices set on the basis of underwritten return expectations over multiyear holding periods,

private markets abide by arithmetic constraints absent from listed markets. These constraints help to ensure that prices remain

tied to fundamentals, rather than liquidity flows, and that returns stem from earnings growth, rather than short-horizon

momentum. This discipline has been reflected in ongoing private equity transactions; across the U.S. buyout universe, median

purchase price multiples are still in line with the 10-year historical average.

Our proprietary portfolio data indicate U.S. economic underlying growth is resilient and expanded at an annualized rate

of roughly 2.7% in the third quarter. Household spending regained momentum, dominated by higher income households

buoyed by a surging stock market and insulated from higher rates through mortgages fixed at below-market rates. Growth was

also supported by business investment, which advanced at an annualized rate of nearly 5% over the quarter, powered by a

concentrated surge in AI‑related outlays. This includes investments spanning data center construction, graphics processing unit

(GPU) and server procurement, spending on related applications, and power and generation capacity. These investments—

though a relatively small slice of gross domestic product (GDP)—account for roughly 30–40% of overall growth. Crucially, the

financing mix skews heavily toward internally‑generated cash flows from mega‑cap technology firms, limiting the exposure to

higher interest rates.

Despite a steady economic outlook in the U.S., our portfolio data suggest that U.S. job growth has slowed with monthly

payroll gains during the third quarter averaging only 15,000–20,000. This slowdown may reflect both the impact of narrower

operating margins—likely due to tariffs—as well as a shrinking labor supply. Though most analysts assumed that the cost of

tariffs would manifest as higher consumer prices, inflation rates across affected categories have not yet matched what would be

implied by tariff revenue as some companies have absorbed higher tariffs in fear of weakened demand resulting from price

increases. At the same time, the shift to tighter immigration policy has sharply reduced U.S. labor force growth, with net

immigration near zero this year. Given that the domestic population is expected to grow just 14 basis points in 2025, only

modest monthly job gains are needed to maintain full employment. If the Federal Reserve interprets a labor-supply shortfall as a

sign of weak demand and cuts rates too aggressively, it could trigger wage-price pressures in 2026.

In Europe, the fiscal expansion in Germany has not yet been reflected in industrial order books, which continue to

contract. The trend over the past six months has not moved in the direction one might have hoped when the German

government announced its €500 billion fiscal package in the first quarter of 2025. In Asia, our data suggest that domestic

consumption in China is growing at its slowest pace in two years despite an improving outlook for China’s manufacturing

sector, where output appears to be growing at a 6.5% annual rate as exports once destined for the U.S. are channeled to other

markets. Our India portfolio data suggest domestic business volumes strengthened in the third quarter of 2025, with annual

growth averaging 7% over the quarter. While the increase in U.S. tariffs seems likely to reduce merchandise exports, the

domestic economy should benefit from the recently enacted Goods and Services Tax reform, which reduces domestic prices on

nearly 90% of goods, including an estimated 6% decline in the average price of discretionary consumer items.

Global mergers and acquisitions (M&A) activity gained momentum in the third quarter of 2025, with year-to-date dollar

volumes nearly matching full-year 2024 levels. Transactions totaled about $1.3 trillion in the third quarter, up 21% from the

prior quarter and 42% from a year ago. However, the number of deals fell about 12% year-over-year as larger transactions

drove overall volume. Similarly, while general partners (GPs) announced $241 billion in leveraged buyouts during the quarter

—the highest total since 2007 and 72% higher than a year earlier—deal counts remained well below the average pace of the

2021–2022 post-pandemic boom, with just 10 transactions accounting for nearly two-thirds of the total volume.

Despite blockbuster dollar volumes, buyout exits remain muted. Exit dollar volumes totaled $101 billion, roughly flat

versus the prior quarter and down 7% year-over-year, with one transaction representing about 20% of the total. However, while

cumulative net outflows since early 2022 (when they first turned negative) remain significant at $(135) billion, data through the

second quarter of 2025, the latest quarter for which data are available, indicate global buyout funds have now recorded five

consecutive quarters of non-negative net distributions. The initial public offering (IPO) market showed strength in the third

quarter, with 28 U.S. exchange-listed offerings raising $15.5 billion—the highest level of activity in terms of both transactions

and volumes since late 2021—though most were concentrated in software, pharma/health-tech, and AI-related sectors. The

continued backdrop of fewer transactions, slower exits, and constrained liquidity creates an attractive environment for

secondaries strategies, which have historically performed well when the private equity market slows.

In the aftermath of the Tricolor Auto Group and First Brands Group bankruptcies in September of 2025, fears have risen

around the quality of underlying assets in the syndicated loan and private credit markets. Business development companies

(BDCs) have underperformed the broader equity market since July, and firms and funds with the greatest exposure to First

Brands have seen their prices fall substantially in the aftermath. In fact, private credit default rates have seen a recent trend of

improvement in 2025 after climbing in 2024 and excess demand for leveraged loans and credit over the available supply has

pushed high yield credit spreads to post-global financial crisis lows. Risk premiums for leveraged finance are exceedingly tight.

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Portfolio finance’s unique structure of over-collateralization and sizable asset diversification may help to meaningfully mitigate

default risk and enhance capital preservation. Within our Global Credit portfolio, credit quality remains healthy. As of

September 30, 2025, the non-accrual rate across our entire direct lending platform is nearly half of the market-wide direct

lending non-accrual rate, and default rates in our U.S. CLO business are 40% of the market level.

Our investment activity in the third quarter of 2025 reflected trends in the broader markets. We deployed $11.8 billion

across our platform and realized proceeds of $6.1 billion in our traditional carry funds during the third quarter. Our carry fund

portfolio appreciated 2% in the third quarter, continuing to show relative stability against a backdrop of volatility in the global

equity markets. Within our Global Private Equity segment in the third quarter, our corporate private equity funds were flat as

market price decreases in certain publicly traded positions offset appreciation elsewhere, our infrastructure & natural resources

funds appreciated 5%, and our real estate funds appreciated 1%. Our Global Credit carry funds, which represent approximately

11% of the total Global Credit remaining fair value as of September 30, 2025, appreciated 4% in the third quarter. Carry funds

in our Carlyle AlpInvest segment appreciated 2% in the third quarter.

We had $16.9 billion in inflows in the third quarter of 2025 and $58.7 billion in inflows over the last twelve months as of

September 30, 2025, continuing the momentum from the first half of the year against a backdrop of significant market

uncertainty. Our inflows during the third quarter included $3 billion in our evergreen wealth products, which continue to be an

area of strategic focus.

The ongoing U.S. federal government shutdown has introduced meaningful uncertainty into capital markets and

regulatory workflows. While we have not experienced material impact in our portfolio to date as a result, we are monitoring the

potential impact a prolonged shutdown could have on our investment activity, including potentially postponing planned

realization activity such as initial public offerings or delaying deal pipelines as regulatory agencies operate at reduced capacity.

Recent Developments

Dividends

In October 2025, our Board of Directors declared a quarterly dividend of $0.35 per share to common stockholders of

record at the close of business on November 10, 2025, payable on November 19, 2025.

Senior Note Issuance

In September 2025, we issued $800.0 million of 5.050% senior notes due 2035. See Note 6, Borrowings, to the

condensed consolidated financial statements for further information.

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Key Financial Measures

Our key financial measures and operating metrics are discussed in the following pages. Additional information regarding

U.S. GAAP measures and our other significant accounting policies can be found in Note 2, Summary of Significant Accounting

Policies, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Revenues

Revenues primarily consist of Fund management fees, Incentive fees, Investment income (including Performance

allocations, realized and unrealized gains of our investments in our funds, and other principal investments), as well as Interest

and other income.

Fund management fees. Fund management fees include management fees and transaction and portfolio advisory fees. We

earn management fees for advisory services we provide to funds in which we hold a general partner interest or to funds or

certain portfolio companies with which we have an investment advisory or investment management agreement. These fees are

largely from either traditional closed-end, long-dated funds, which are highly predictable and stable, or Perpetual Capital

products as defined below. Management fees also include catch-up management fees, which are episodic in nature and

represent management fees charged to fund investors in subsequent closings of a fund which apply to the time period between

the fee initiation date and the subsequent closing date. We also earn management fees on our CLOs and other structured

products.

Transaction and portfolio advisory fees generally include capital markets fees generated by Carlyle Global Capital

Markets in connection with activities related to the underwriting, issuance and placement of debt and equity securities, and loan

syndication for our portfolio companies and third-party clients, which are generally not subject to rebate offsets as described

below with respect to our most recent vintages (but are subject to the rebate offsets set forth below for older funds).

Underwriting fees include gains, losses, and fees arising from securities offerings in which we participate in the underwriter

syndicate.

Transaction and portfolio advisory fees also include fees we receive for the transaction and portfolio advisory services we

provide to our portfolio companies. When covered by separate contractual agreements, we recognize transaction and portfolio

advisory fees for these services when the performance obligation has been satisfied and collection is reasonably assured. We are

generally required to offset our fund management fees by the transaction and advisory fees earned, which we refer to as “rebate

offsets.”

The recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily

generated by investment activity within our funds, and therefore are impacted by our investment pace or other capital

transactions at our portfolio companies.

Incentive fees. Incentive fees consist of performance-based incentive arrangements pursuant to management contracts,

primarily from certain of our Global Credit funds, when the return on assets under management exceeds certain benchmark

returns or other performance targets. In such arrangements, incentive fees are recognized when the performance benchmark has

been achieved.

Investment income (loss). Investment income (loss) consists of our performance allocations as well as the realized and

unrealized gains and losses resulting from our equity method investments and other principal investments.

Performance allocations consist principally of the performance-based capital allocation from fund limited partners to us,

commonly referred to as carried interest, from certain of our investment funds, which we refer to as the “carry funds.” Carried

interest revenue is recognized by Carlyle upon appreciation of the valuation of our funds’ investments above certain return

hurdles as set forth in each respective partnership agreement and is based on the amount that would be due to us pursuant to the

fund partnership agreement at each period end as if the funds were liquidated at such date. Accordingly, the amount of carried

interest recognized as performance allocations reflects our share of the fair value gains and losses of the associated funds’

underlying investments measured at their then-current fair values relative to the fair values as of the end of the prior period. As

a result, the performance allocations earned in an applicable reporting period are not indicative of any future period, as fair

values are based on conditions prevalent as of the reporting date. Refer to “—Trends Affecting our Business” for further

discussion.

For any given period, performance allocations revenue on our statement of operations may include reversals of previously

recognized performance allocations due to a decrease in the value of a particular fund that results in a decrease of cumulative

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performance allocations earned to date. Since fund return hurdles are cumulative, previously recognized performance

allocations also may be reversed in a period of appreciation that is lower than the particular fund’s hurdle rate. Additionally,

unrealized performance allocations reverse when performance allocations are realized, and unrealized performance allocations

can be negative if the amount of realized performance allocations exceed total performance allocations generated in the period.

The timing and receipt of realized performance allocations varies with the lifecycle of our carry funds and there is often a

difference between the time we start accruing performance allocations and realization. The timing of performance allocation

realizations from our Carlyle AlpInvest, Carlyle Aviation, and Abingworth funds is typically later than in our other carry funds

based on the terms of such arrangements.

Under our arrangements with the historical owners and management teams of AlpInvest and Abingworth, the amount of

carried interest to which we are entitled varies. In some cases, we are entitled to 15% of the carried interest in respect of

commitments from the historical owners of AlpInvest for the period between 2011 and 2020. In certain instances, carried

interest associated with the AlpInvest fund vehicles is subject to entity level income taxes in the Netherlands. Additionally, in

connection with the acquisition of Abingworth, we are entitled to 15% of carried interest generated from certain Abingworth

funds.

Realized carried interest may be clawed back or given back to the fund if the fund’s investment values decline below

certain return hurdles, which vary from fund to fund. This amount is known as the “giveback obligation.” In all cases, each

investment fund is considered separately in evaluating carried interest and potential giveback obligations. See Note 8,

Commitments and Contingencies, for more information.

Accrued performance allocations and accrued giveback obligations at a point in time assume a hypothetical liquidation of

the funds’ investments at their then current fair values. Each investment fund is considered separately in evaluating carried

interest and potential giveback obligations. These assets and liabilities will continue to fluctuate in accordance with the fair

values of the funds’ investments until they are realized. The Company uses “net accrued performance revenues” to refer to the

aggregation of the accrued performance allocations net of (i) accrued giveback obligations, (ii) accrued performance allocations

related compensation, (iii) performance allocations related tax obligations, and (iv) accrued performance allocations attributable

to non-controlling interests. Net accrued performance revenues exclude any net accrued performance allocations and incentive

fees that have been realized but will be collected in subsequent periods, as well as net accrued performance revenues which are

presented as fee related performance revenues when realized in our non-GAAP financial measures. Realized performance

allocation-related compensation that has not yet been paid is also excluded from our net accrued performance allocations.

In addition, realized performance allocations may be reversed in future periods to the extent that such amounts become

subject to a giveback obligation. The aggregate amount of giveback obligations realized since Carlyle’s inception totaled

$257.0 million, $175.6 million of which was related to various Legacy Energy Funds. Given that current and former senior

Carlyle professionals and other limited partners of the Carlyle Holdings partnerships are responsible for paying the majority of

the realized giveback obligation, only $87.1 million of the $257.0 million aggregate giveback obligation realized since

inception was attributable to Carlyle. The realization of giveback obligations for the Company’s portion of such obligations

reduces Distributable Earnings in the period realized. Further, each individual who holds equity interests in carried interest

generated by our funds and is a recipient of realized carried interest typically signs a guarantee agreement or partnership

agreement that personally obligates such person to return his/her pro rata share of any amounts of realized carried interest

previously distributed that are later clawed back. Accordingly, carried interest as performance allocation compensation is

subject to return to the Company in the event a giveback obligation is funded. Generally, the actual giveback liability, if any,

does not become due until the end of a fund’s life.

In addition, in our discussion of our non-GAAP results, we use the term “realized net performance revenues” to refer to

realized performance allocations and incentive fees from our funds, net of the portion allocated to our investment professionals,

and other employees and certain tax expenses associated with carried interest attributable to certain partners and employees,

which are reflected as realized performance allocations and incentive fees related compensation expense. See “—Non-GAAP

Financial Measures” and “—Segment Analysis” for the amount of realized net performance revenues recognized each period

and related discussion.

Investment income also represents the realized and unrealized gains and losses on our principal investments, including

our investments in Carlyle funds that are not consolidated, and our strategic investments in NGP as described below. Realized

principal investment income (loss) is recorded when we redeem all or a portion of our investment or when we receive or are due

cash income, such as dividends or distributions. A realized principal investment loss is also recorded when an investment is

deemed to be permanently impaired or worthless. Unrealized principal investment income (loss) results from changes in the fair

value of the underlying investment, as well as the reversal of previously recognized unrealized gains (losses) at the time an

investment is realized.

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We account for our investments in NGP under the equity method of accounting. Our investments in NGP include the

equity interests in NGP Management and the general partners of certain carry funds advised by NGP. Following the

restructuring of the terms of our strategic investment in NGP (the “Restructuring”), our equity interests in NGP Management

entitle us to an allocation of income equal to 55.0% of the management fee related revenues earned by NGP Management for

existing funds, and up to 55.0% for all NGP funds that held an initial closing after December 31, 2024, including all

management fees being retained by NGP for the years 2025 through 2028 on such future NGP funds. Our investment in the

general partners of the NGP Carry Funds entitle us to up to 47.5% of the performance allocations received from NGP fund

general partners. For further information regarding our strategic investments in NGP and the Restructuring, refer to Note 4,

Investments, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

We record investment income (loss) for our equity income allocation from NGP management fee related revenues and

our share of any allocated expenses from NGP Management, as well as expenses associated with the compensatory elements of

the strategic investment and any impairment charges. We also record our equity income allocation from NGP performance

allocations in principal investment income (loss) from equity method investments rather than performance allocations in our

condensed consolidated statements of operations. We do not control or manage NGP. Moreover, we do not operate NGP’s

business, have representation on NGP’s board or serve as an investment advisor to any investment fund sponsored by NGP, nor

do we direct the operations of any of NGP’s portfolio companies. While we have consent rights over certain major actions by

NGP outside of the ordinary course of NGP’s business (including, for example, consent rights over items such as amendments

to the organizational documents of the entity in which we are invested, changes to the management fee streams earned by NGP

under its fund agreements, or the incurrence of certain debt by NGP and other similar items), we have no voting rights or

consent rights on any NGP investment committee that selects investments to be made by NGP funds.

Interest and other income. Interest and other income primarily represents reimbursement of certain costs incurred on

behalf of our funds, as well as interest income that we earn such as from our cash and money market accounts and other

investments, including CLO senior and subordinated notes.

Interest and other income of Consolidated Funds. Interest and other income of Consolidated Funds primarily represents

the interest earned on assets of consolidated CLOs.

Net investment income (loss) of Consolidated Funds. Net investment income (loss) of Consolidated Funds generally

measures the change in the difference in fair value between the assets and the liabilities of the Consolidated Funds. Income

(loss) indicates that the fair value of the assets of the Consolidated Funds appreciated more (less), or depreciated less (more),

than the fair value of the liabilities of the Consolidated Funds. Income or loss is not necessarily indicative of the investment

performance of the Consolidated Funds and does not impact the management or incentive fees received by Carlyle for its

management of the Consolidated Funds. The portion of the net investment income (losses) of Consolidated Funds attributable

to the limited partner investors is allocated to non-controlling interests. Therefore, income or loss is not expected to have a

material impact on the revenues or profitability of the Company. Moreover, although the assets of the Consolidated Funds are

consolidated onto our balance sheet pursuant to U.S. GAAP, ultimately we do not have recourse to such assets and such

liabilities are generally non-recourse to us. Therefore, income or loss from the Consolidated Funds generally does not impact

the assets available to our common stockholders.

Expenses

Compensation and benefits. Compensation includes salaries, bonuses, equity-based compensation, and performance

payment arrangements. Bonuses are accrued over the service period to which they relate.

We recognize as compensation expense the portion of performance allocations and incentive fees that are due to our

employees, senior Carlyle professionals, advisors, and operating executives in a manner consistent with how we recognize the

performance allocations and incentive fee revenue. These amounts are accounted for as compensation expense in conjunction

with the related performance allocations and incentive fee revenue and, until paid, are recognized as a component of the accrued

compensation and benefits liability. Compensation in respect of performance allocations and incentive fees is paid when the

related performance allocations and incentive fees are realized, and not when such performance allocations and incentive fees

are accrued. The funds do not have a uniform allocation of performance allocations and incentive fees to our employees, senior

Carlyle professionals, advisors, and operating executives. However, we generally allocate a range of 60% to 70% of

performance allocations and incentive fees to our employees.

In addition, we have implemented various equity-based compensation arrangements that require senior Carlyle

professionals and other employees to provide services over a service period of generally one year to four years in order to vest

in the applicable equity interests, which under U.S. GAAP will result in compensation charges over current and future periods.

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In certain of our equity-based compensation arrangements, vesting is based on the achievement of certain performance targets

or market conditions (see Note 14, Equity-Based Compensation, for additional information). Compensation charges associated

with all equity-based compensation grants are excluded from Fee Related Earnings and Distributable Earnings.

We may hire additional individuals and overall compensation levels may correspondingly increase, which could result in

an increase in compensation and benefits expense. As a result of prior acquisitions, we have charges associated with contingent

consideration taking the form of earn-outs and profit participation, some of which are reflected as compensation expense.

General, administrative and other expenses. General, administrative and other expenses include occupancy and

equipment expenses and other expenses, which consist principally of professional fees, including those related to our global

regulatory compliance program, external costs of fundraising, travel and related expenses, communications and information

services, depreciation and amortization (including intangible asset amortization and impairment), bad debt expense, and foreign

currency transactions. We expect that general, administrative and other expenses will vary due to infrequently occurring or

unusual items, such as impairment of intangible assets or lease right-of-use assets and expenses or insurance recoveries

associated with litigation and contingencies. Also, in periods of significant fundraising, to the extent that we use third parties to

assist in our fundraising efforts, our general, administrative and other expenses may increase accordingly. Similarly, our

general, administrative and other expenses may increase as a result of professional and other fees incurred as part of due

diligence related to strategic acquisitions and new product development. Additionally, we anticipate that general, administrative

and other expenses will fluctuate from period to period due to the impact of foreign exchange transactions.

Interest and other expenses of Consolidated Funds. Interest and other expenses of Consolidated Funds consist primarily

of interest expense related primarily to loans of consolidated CLOs, professional fees and other third-party expenses.

Income taxes. Income taxes are accounted for using the asset and liability method of accounting. Under this method,

deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying

amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred tax

assets and liabilities of a change in tax rates is recognized in income in the period in which the change is enacted. Deferred tax

assets are reduced by a valuation allowance when it is more likely than not that some or all of the deferred tax assets will not be

realized.

Non-controlling Interests in Consolidated Entities. Non-controlling interests in consolidated entities represent the

component of equity in consolidated entities not held by us. These interests are adjusted for general partner allocations.

Earnings Per Common Share. We compute earnings per common share in accordance with ASC 260, Earnings Per

Share. Basic earnings per common share is calculated by dividing net income (loss) attributable to the common shares of the

Company by the weighted average number of common shares outstanding for the period. Diluted earnings per common share

reflects the assumed conversion of all dilutive securities. See Note 12, Earnings Per Common Share, to the condensed

consolidated financial statements in this Quarterly Report on Form 10-Q for more information.

Non-GAAP Financial Measures

Distributable Earnings. Distributable Earnings, or “DE,” is a key performance benchmark used in our industry and is

evaluated regularly in making resource deployment and compensation decisions, and in assessing the performance of our three

segments. We also use DE in our budgeting, forecasting, and the overall management of our segments. We believe that

reporting DE is helpful to understanding our business and that investors should review the same supplemental financial measure

that management uses to analyze our segment performance. DE is intended to show the amount of net realized earnings without

the effects of consolidation of the Consolidated Funds. DE is derived from our segment reported results and is an additional

measure to assess performance.

Distributable Earnings differs from income (loss) before provision for income taxes computed in accordance with U.S.

GAAP in that it includes certain tax expenses associated with certain foreign performance revenues (composed of performance

allocations and incentive fees), and does not include unrealized performance allocations and related compensation expense,

unrealized principal investment income, equity-based compensation expense, net income (loss) attributable to non-Carlyle

interest in consolidated entities, or charges (credits) related to Carlyle corporate actions and non-recurring items that affect

period-to-period comparability and are not reflective of the Company’s operational performance. Charges (credits) related to

Carlyle corporate actions and non-recurring items include: charges associated with the Conversion, charges associated with

acquisitions, dispositions, or strategic investments, changes in the tax receivable agreement liability, amortization and any

impairment charges associated with acquired intangible assets, transaction costs associated with acquisitions and dispositions,

charges associated with earn-outs and contingent consideration including gains and losses associated with the estimated fair

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value of contingent consideration issued in conjunction with acquisitions or strategic investments, impairment charges

associated with lease right-of-use assets, gains and losses from the retirement of debt, charges associated with contract

terminations and employee severance, and non-recurring items that affect period-to-period comparability and are not reflective

of the Company’s operating performance. We believe the inclusion or exclusion of these items provides investors with a

meaningful indication of our core operating performance. This measure supplements and should be considered in addition to

and not in lieu of the results of operations discussed further under “—Consolidated Results of Operations” prepared in

accordance with U.S. GAAP.

Fee Related Earnings. Fee Related Earnings, or “FRE,” is a component of DE and is used to assess the ability of the

business to cover base compensation and operating expenses from total fee revenues. FRE adjusts DE to exclude net realized

performance revenues, realized principal investment income from investments in Carlyle funds, and net interest (interest

income less interest expense). Fee Related Earnings includes fee related performance revenues and related compensation

expense. Fee related performance revenues represent the realized portion of performance revenues that are measured and

received on a recurring basis, are not dependent on realization events, and which have no risk of giveback.

Operating Metrics

We monitor certain operating metrics that are common to the asset management industry.

Fee-earning Assets under Management. Fee-earning assets under management or Fee-earning AUM refers to the assets

we manage or advise from which we derive recurring fund management fees. Our Fee-earning AUM is generally based on one

of the following, once fees have been activated:

(a)the amount of limited partner capital commitments, generally for carry funds where the original investment period

has not expired and for AlpInvest carry funds during the commitment fee period (see “Fee-earning AUM based on

capital commitments” in the table below for the amount of this component at each period);

(b)the remaining amount of limited partner invested capital at cost, generally for carry funds and certain co-

investment vehicles where the original investment period has expired (see “Fee-earning AUM based on invested

capital” in the table below for the amount of this component at each period);

(c)the amount of aggregate fee-earning collateral balance at par of our CLOs and other securitization vehicles, as

defined in the fund indentures (pre-2020 CLO vintages are generally exclusive of equities and defaulted positions)

as of the quarterly cut-off date;

(d)the external investor portion of the net asset value of certain carry funds (see “Fee-earning AUM based on net

asset value” in the table below for the amount of this component at each period);

(e)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement (see

“Fee-earning AUM based on fair value and other” in the table below);

(f)the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending

products, excluding cash and cash equivalents for one of our business development companies (included in “Fee-

earning AUM based on fair value and other” in the table below); and

(g)the lower of cost or fair value of invested capital, generally for AlpInvest carry funds where the commitment fee

period has expired and certain carry funds where the investment period has expired, (included in “Fee-earning

AUM based on fair value and other” in the table below).

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The chart below presents Fee-earning AUM by segment at each period, in billions.

The table below details Fee-earning AUM by its respective components at each period.

	As of September 30,
	2025	2024
Consolidated Results	(Dollars in millions)
Components of Fee-earning AUM
Fee-earning AUM based on capital commitments	$71,995	$71,247
Fee-earning AUM based on invested capital	79,310	73,090
Fee-earning AUM based on collateral balances, at par	43,929	46,454
Fee-earning AUM based on net asset value	28,344	21,992
Fee-earning AUM based on fair value and other	108,376	100,824
Balance, End of Period(1)	$331,954	$313,607

(1)Ending balances as of September 30, 2025 and 2024 exclude $19.1 billion and $21.0 billion, respectively, of pending Fee-earning AUM

for which fees have not yet been activated.

The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Consolidated Results	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$324,701	$307,345	$304,358	$307,418
Inflows(1)	14,092	5,359	43,996	21,259
Outflows (including realizations)(2)	(7,563)	(5,129)	(23,974)	(18,582)
Market Activity & Other(3)	848	4,184	2,487	3,235
Foreign Exchange(4)	(124)	1,848	5,087	277
Balance, End of Period	$331,954	$313,607	$331,954	$313,607

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(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based on

commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are based

on invested capital, the fee-earning collateral balance of new CLO issuances, closed reinsurance transactions at Fortitude, as well as

gross subscriptions in vehicles for which management fees are based on net asset value. Inflows exclude fundraising amounts during the

period for which fees have not yet been activated, which are referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-end funds, and outflows

from our liquid credit products. Distributions for funds earning management fees based on commitments during the period do not affect

Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the lower

of cost or fair value and net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of Fortitude’s

general account assets covered by the strategic advisory services agreement.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Fee-earning AUM for each

of the periods presented by segment.

Assets under Management. Assets under management or “AUM” refers to the assets we manage or advise. Our AUM

generally equals the sum of the following:

(a) the aggregate fair value of our carry funds and related co-investment vehicles, and separately managed accounts, plus

the capital that Carlyle is entitled to call from investors in those funds and vehicles (including Carlyle commitments to

those funds and vehicles and those of senior Carlyle professionals and employees) pursuant to the terms of their capital

commitments to those funds and vehicles;

(b) the amount of aggregate collateral balance and principal cash at par or aggregate principal amount of the notes of our

CLOs and other structured products (inclusive of all positions);

(d)the fair value of Fortitude’s general account assets invested under the strategic advisory services agreement; and

(e) the gross assets (including assets acquired with leverage) of certain cross-platform credit and direct lending products,

plus the capital that Carlyle is entitled to call from investors in those vehicles pursuant to the terms of their capital

commitments to those vehicles.

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The chart below presents Total AUM by segment at each period, in billions.

We include in our calculation of AUM and Fee-earning AUM the NGP Energy Funds that are advised by NGP. Our

calculation of AUM also includes third-party capital raised for the investment in Fortitude through a Carlyle-affiliated

investment fund and from strategic investors who directly invest in Fortitude alongside the fund. The AUM and Fee-earning

AUM related to the strategic advisory services agreement with Fortitude are inclusive of the net asset value of investments in

Carlyle products. These amounts are also reflected in the AUM and Fee-earning AUM of the strategy in which they are

invested.

For most of our Global Private Equity and Carlyle AlpInvest carry funds, total AUM includes the fair value of the capital

invested, whereas Fee-earning AUM includes the amount of capital commitments or the remaining amount of invested capital,

depending on whether the original investment period for the fund has expired. As such, Fee-earning AUM may be greater than

total AUM when the aggregate fair value of the remaining investments is less than the cost of those investments.

Our calculations of AUM and Fee-earning AUM may differ from the calculations of other asset managers. As a result,

these measures may not be comparable to similar measures presented by other asset managers. In addition, our calculation of

AUM (but not Fee-earning AUM) includes uncalled commitments to, and the fair value of invested capital in, our investment

funds from Carlyle and our personnel, regardless of whether such commitments or invested capital are subject to management

fees or performance allocations. Our calculations of AUM or Fee-earning AUM are not based on any definition of AUM or

Fee-earning AUM that is set forth in the agreements governing the investment funds that we manage or advise.

We generally use Fee-earning AUM as a metric to measure changes in the assets from which we earn recurring

management fees. Total AUM tends to be a better measure of our investment and fundraising performance as it reflects

investments at fair value plus available capital.

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The table below provides the period to period rollforward of Total AUM.

	Three Months Ended<br><br>September 30, 2025	Nine Months Ended<br><br>September 30, 2025
Consolidated Results	(Dollars in millions)
Total AUM Rollforward
Balance, Beginning of Period	$464,602	$441,020
Inflows(1)	16,864	44,476
Outflows (including realizations)(2)	(11,731)	(31,746)
Market Activity & Other(3)	4,528	12,396
Foreign Exchange(4)	(204)	7,913
Balance, End of Period	$474,059	$474,059

(1)Inflows generally reflects the impact of gross fundraising as well as closed reinsurance transactions at Fortitude and corporate

acquisitions during the period, if any. For funds or vehicles denominated in foreign currencies, this reflects translation at the average

quarterly rate.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and separately

managed accounts, gross redemptions in our open-end funds, outflows from our liquid credit products, and the expiration of available

capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds and

related co-investment vehicles, and separately managed accounts, as well as the net impact of fees, expenses and non-investment income,

change in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets

covered by the strategic advisory services agreement, and other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Please refer to “—Segment Analysis” for a detailed discussion by segment of the activity affecting Total AUM for each

of the periods presented.

Available Capital. “Available Capital” refers to the amount of capital commitments available to be called for investments,

which may be reduced for equity invested that is funded via a fund credit facility and expected to be called from investors at a

later date, plus any additional assets/liabilities at the fund level other than active investments. Amounts previously called may

be added back to available capital following certain distributions. “Expired Available Capital” occurs when a fund has passed

the investment and follow-on periods and can no longer invest capital into new or existing deals. Any remaining Available

Capital, typically a result of either recycled distributions or specific reserves established for the follow-on period that are not

drawn, can only be called for fees and expenses and is therefore removed from the Total AUM calculation.

Perpetual Capital. “Perpetual Capital” refers to the assets we manage or advise which have an indefinite term and for

which there is no immediate requirement to return capital to investors upon the realization of investments made with such

capital, except as required by applicable law. Perpetual Capital may be materially reduced or terminated under certain

conditions, including reductions from changes in valuations and payments to investors, including through elections by investors

to redeem their investments, dividend payments, and other payment obligations, as well as the termination of or failure to renew

the respective investment advisory agreements. Perpetual Capital includes: (a) assets managed under the strategic advisory

services agreement with Fortitude, (b) our Core Plus real estate fund, (c) our business development companies and certain other

direct lending products, (d) Carlyle Tactical Private Credit Fund (“CTAC”), (e) our closed-end tender offer Carlyle AlpInvest

Private Markets (“CAPM”) and Carlyle AlpInvest Private Markets Secondaries (“CAPS”) funds, and (f) certain other structured

credit products. As of September 30, 2025, our total AUM and Fee-earning AUM included $112.9 billion and $108.1 billion,

respectively, of Perpetual Capital. Our Perpetual Capital total AUM and Fee-Earning AUM, exclusive of assets managed under

the strategic advisory services agreement with Fortitude, was $32.3 billion and $27.6 billion, respectively, as of September 30,

2025.

Performance Fee Eligible AUM. “Performance Fee Eligible AUM” represents the AUM of funds for which we are

entitled to receive performance allocations, inclusive of the fair value of investments in those funds (which we refer to as

“Performance Fee Eligible Fair Value”) and their Available Capital. Performance Fee Eligible Fair Value is “Performance Fee-

Generating” when the associated fund has achieved the specified investment returns required under the terms of the fund’s

agreement and is accruing performance revenue as of the quarter-end reporting date. Funds whose performance allocations are

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treated as fee related performance revenues are excluded from these metrics. As of September 30, 2025, our total AUM

included $237.9 billion of Performance Fee Eligible AUM.

Consolidation of Certain Carlyle Funds

The Company consolidates all entities that it controls either through a majority voting interest or as the primary

beneficiary of variable interest entities. The entities we consolidate are referred to collectively as the Consolidated Funds in our

condensed consolidated financial statements. The assets and liabilities of the Consolidated Funds are generally held within

separate legal entities and, as a result, the assets of the Consolidated Funds are not available to support our operating activities

and similarly the liabilities of the Consolidated Funds are non-recourse to us. As of September 30, 2025, our Consolidated

Funds represent approximately 3% of our AUM; 3% and 2% of our management fees for the three and nine months ended

September 30, 2025, respectively; and 2% of our total investment income or loss on an unconsolidated basis for both the three

and nine months ended September 30, 2025.

We are not required under the consolidation guidance to consolidate in our financial statements most of the investment

funds we advise. However, we consolidate certain CLOs and certain other funds that we advise, and the number of funds we are

required to consolidate has been increasing as a result of the impacts of capital from our balance sheet invested in new products

and our indirect interest in funds through our investment in Fortitude (see Note 4, Investments). As of September 30, 2025, the

assets and liabilities of the Consolidated Funds were primarily related to our consolidated CLOs, which held approximately

$9.6 billion of total assets. Additionally, the Investments of Consolidated Funds included approximately $0.9 billion related to

investments that have been bridged to investment funds in our Global Private Equity segment.

Generally, the consolidation of the Consolidated Funds has a gross-up effect on our assets, liabilities and cash flows but

has no net effect on the net income attributable to the Company. The majority of the net economic ownership interests of the

Consolidated Funds are reflected as non-controlling interests in consolidated entities in the consolidated financial statements.

However, in certain Consolidated Funds, particularly those where we have elected to invest additional amounts or bridge

investments in new investment areas, the non-controlling interests are less significant.

The Consolidated Funds are not the same entities in all periods presented. The Consolidated Funds in future periods may

change due to changes in fund terms, formation of new funds, and terminations of funds. Because only a small portion of our

funds are consolidated, the performance of the Consolidated Funds is not necessarily consistent with or representative of the

combined performance trends of all of our funds.

For further information on our consolidation policy and the consolidation of certain funds, see Note 2, Summary of

Significant Accounting Policies, to the condensed consolidated financial statements included in this Quarterly Report on

Form 10-Q.

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Consolidated Results of Operations

The following table and discussion sets forth information regarding our condensed consolidated results of operations for

the three and nine months ended September 30, 2025 and 2024. The condensed consolidated financial statements have been

prepared on substantially the same basis for all historical periods presented; however, the consolidated funds are not the same

entities in all periods shown due to changes in fund terms and the creation and termination of funds. As further described above,

the consolidation of these funds primarily has the impact of increasing interest and other income of Consolidated Funds, interest

and other expenses of Consolidated Funds, and net investment income (losses) of Consolidated Funds in the year that the fund

is initially consolidated. The consolidation of these funds had no effect on net income attributable to the Company for the

periods presented.

	Three Months Ended<br><br>September 30,		Change		Nine Months Ended<br><br>September 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Revenues
Fund management fees	$583.3	$532.7	$50.6	9%	$1,789.8	$1,590.7	$199.1	13%
Incentive fees	51.4	38.7	12.7	33%	135.1	96.2	38.9	40%
Investment income (loss)
Performance allocations	(606.7)	1,785.5	(2,392.2)	NM	255.0	1,826.7	(1,571.7)	(86)%
Principal investment income	87.7	46.0	41.7	91%	79.8	207.2	(127.4)	(61)%
Total investment income<br><br>(loss)	(519.0)	1,831.5	(2,350.5)	NM	334.8	2,033.9	(1,699.1)	(84)%
Interest and other income	53.6	52.2	1.4	3%	159.2	161.9	(2.7)	(2)%
Interest and other income of<br><br>Consolidated Funds	163.4	180.1	(16.7)	(9)%	459.8	510.6	(50.8)	(10)%
Total revenues	332.7	2,635.2	(2,302.5)	(87)%	2,878.7	4,393.3	(1,514.6)	(34)%
Expenses
Compensation and benefits
Cash-based compensation and<br><br>benefits	216.2	207.5	8.7	4%	673.0	635.7	37.3	6%
Equity-based compensation	90.7	121.6	(30.9)	(25)%	287.1	355.1	(68.0)	(19)%
Performance allocations and<br><br>incentive fee related<br><br>compensation	(324.6)	1,151.0	(1,475.6)	NM	290.4	1,222.4	(932.0)	(76)%
Total compensation and<br><br>benefits	(17.7)	1,480.1	(1,497.8)	NM	1,250.5	2,213.2	(962.7)	(43)%
General, administrative and other<br><br>expenses	180.7	176.6	4.1	2%	559.8	512.2	47.6	9%
Interest	29.8	30.3	(0.5)	(2)%	85.6	91.5	(5.9)	(6)%
Interest and other expenses of<br><br>Consolidated Funds	177.3	162.0	15.3	9%	461.6	438.7	22.9	5%
Other non-operating income	—	(0.1)	0.1	(100)%	(0.1)	(0.2)	0.1	(50)%
Total expenses	370.1	1,848.9	(1,478.8)	(80)%	2,357.4	3,255.4	(898.0)	(28)%
Other income (loss)
Net investment income (loss) of<br><br>Consolidated Funds	123.2	2.5	120.7	NM	176.1	(9.6)	185.7	NM
Income before provision for income<br><br>taxes	85.8	788.8	(703.0)	(89)%	697.4	1,128.3	(430.9)	(38)%
Provision (benefit) for income taxes	(26.7)	173.1	(199.8)	NM	98.2	264.5	(166.3)	(63)%
Net income	112.5	615.7	(503.2)	(82)%	599.2	863.8	(264.6)	(31)%
Net income attributable to non-<br><br>controlling interests in consolidated<br><br>entities	111.6	20.0	91.6	NM	148.6	54.3	94.3	174%
Net income attributable to The Carlyle<br><br>Group Inc. Common Stockholders	$0.9	$595.7	$(594.8)	(100)%	$450.6	$809.5	$(358.9)	(44)%

NM - Not meaningful

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Revenues

Fund management fees. Fund management fees increased $50.6 million, or 9%, for the three months ended September

30, 2025, as compared to the three months ended September 30, 2024, and increased $199.1 million, or 13%, for the nine

months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to the following:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Higher management fees from the commencement of the investment period for<br><br>certain newly raised funds which charge fees based on commitments and the<br><br>impact of incremental fundraising in funds which activated fees in a prior period	$67.7	$183.3
Lower management fees resulting from the change in basis from commitments to<br><br>invested capital and step-downs in rate for certain funds, and the impact of net<br><br>investment activity in funds whose management fees are based on invested capital,<br><br>including the impact of changes in the base under the strategic advisory services<br><br>agreement with Fortitude	(33.2)	(107.4)
Increase in catch-up management fees from subsequent closes of funds that are in<br><br>the fundraising period	24.0	50.0
(Lower) higher transaction and portfolio advisory fees	(4.0)	68.5
All other changes(1)	(3.9)	4.7
Total increase in Fund management fees(2)	$50.6	$199.1

(1)The nine months ended September 30, 2025 included approximately $19 million of aviation catch-up subordinated management fees.

(2)Total increase in Fund management fees does not include our equity income allocation from NGP management fee related revenues. We do not control

NGP and account for our strategic investment in NGP as an equity method investment under U.S. GAAP. Therefore, Fund management fees associated

with NGP are included in Principal investment income (loss) in our U.S. GAAP results.

No fund generated over 10% of total fund management fees in any of the periods presented. Over the last twelve months

ended September 30, 2025, Fee-earning assets under management in our Carlyle AlpInvest and Global Credit segments grew

25% and 5%, respectively, while Global Private Equity decreased 2%. As a result, Fund management fees increased in Carlyle

AlpInvest and Global Credit, while Global Private Equity decreased, which was due in part to smaller buyout fund sizes in our

corporate private equity strategy and step-downs in rate or basis, partially offset by the activation of fees in certain products in

our Global Private Equity segment. The increase in catch-up management fees for the three and nine months ended September

30, 2025 was primarily attributable to our Carlyle AlpInvest segment. Fundraising for our most recent vintage of secondaries &

portfolio finance funds in our Carlyle AlpInvest segment concluded in the third quarter of 2025 and therefore the associated

catch-up management fees will not recur next quarter.

Fund management fees included transaction and portfolio advisory fees, net of rebate offsets, of $21.1 million and

$25.1 million for the three months ended September 30, 2025 and 2024, respectively, and $143.6 million and $75.1 million for

the nine months ended September 30, 2025 and 2024, respectively. These fees primarily comprise capital markets fees

generated by Carlyle Global Capital Markets. Over 25% of the fees earned during the nine months ended September 30, 2025

related to the acquisition of a healthcare investment across our U.S., Europe, and Asia buyout funds in the first quarter. The

recognition of portfolio advisory fees, transactions fees, and capital markets fees can be volatile as they are primarily generated

by investment activity within our funds, and therefore are impacted by our investment pace. See “—Trends Affecting Our

Business” for further discussion on our investment activity and broader market trends.

Investment income (loss). Investment income (loss) decreased $2.4 billion for the three months ended September 30, 2025

compared to the three months ended September 30, 2024, and decreased $1.7 billion for the nine months ended September 30,

2025 compared to the nine months ended September 30, 2024. The components of Investment income (loss) are included in the

following table:

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	Three Months Ended<br><br>September 30,		Change		Nine Months Ended<br><br>September 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Performance allocations	$(606.7)	$1,785.5	$(2,392.2)	NM	$255.0	$1,826.7	$(1,571.7)	(86)%
Principal investment income:
Investment income (loss) from<br><br>NGP, which includes<br><br>performance allocations	29.8	34.7	(4.9)	(14)%	(42.6)	85.2	(127.8)	NM
Investment income (loss) from<br><br>our carry funds:
Global Private Equity	9.1	23.1	(14.0)	(61)%	28.5	36.9	(8.4)	(23)%
Global Credit	8.7	3.9	4.8	123%	8.6	12.6	(4.0)	(32)%
Carlyle AlpInvest	16.3	15.1	1.2	8%	42.8	21.9	20.9	95%
Investment income (loss) from<br><br>our CLOs	2.1	(7.5)	9.6	NM	(5.4)	21.5	(26.9)	NM
Investment income from Carlyle<br><br>FRL	0.3	21.2	(20.9)	(99)%	15.7	30.8	(15.1)	(49)%
Investment income (loss) from<br><br>our other Global Credit<br><br>products	1.4	(42.5)	43.9	NM	6.1	(13.6)	19.7	NM
Investment income on foreign<br><br>currency hedges	0.4	0.3	0.1	33%	2.1	5.2	(3.1)	(60)%
All other investment income<br><br>(loss)	19.6	(2.3)	21.9	NM	24.0	6.7	17.3	258%
Total Principal investment income	87.7	46.0	41.7	91%	79.8	207.2	(127.4)	(61)%
Total Investment income (loss)	$(519.0)	$1,831.5	$(2,350.5)	NM	$334.8	$2,033.9	$(1,699.1)	(84)%

Performance allocations. Performance allocations by segment for the three and nine months ended September 30, 2025

and 2024 comprised the following:

	Three Months Ended<br><br>September 30,		Change		Nine Months Ended<br><br>September 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Global Private Equity	$(781.4)	$1,625.8	$(2,407.2)	(148)%	$(219.5)	$1,447.3	$(1,666.8)	(115)%
Global Credit	93.3	58.7	34.6	59%	223.1	170.0	53.1	31%
Carlyle AlpInvest	81.4	101.0	(19.6)	(19)%	251.4	209.4	42.0	20%
Total performance allocations	$(606.7)	$1,785.5	$(2,392.2)	NM	$255.0	$1,826.7	$(1,571.7)	(86)%

Performance allocations for the three and nine months ended September 30, 2025 included the following:

•In the Global Private Equity segment, for the three and nine months ended September 30, 2025, reversals of

Performance allocations were primarily attributable to the impact of a decrease in the market prices of certain public

investments in CP VII and CAP V. Additionally, for the nine months ended September 30, 2025, reversals of

Performance allocations were offset by accruals of Performance allocations resulting from appreciation in CP VIII.

•In the Global Credit segment, for the three and nine months ended September 30, 2025, Performance allocation

accruals were primarily driven by the impact of appreciation in CCOF II and CCOF III. During the nine months

ended September 30, 2025, Performance allocation accruals were also driven by the impact of appreciation in

SASOF V.

•In the Carlyle AlpInvest segment, for the three and nine months ended September 30, 2025, Performance allocation

accruals were primarily driven by the impact of appreciation in our secondaries & portfolio finance. During the nine

months ended September 30, 2025, Performance allocation accruals were also driven by the impact of appreciation

in our co-investment funds.

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Performance allocations for the three and nine months ended September 30, 2024 included the following:

•In the Global Private Equity segment, for the three and nine months ended September 30, 2024, performance

allocation accruals were primarily driven by appreciation in our CP VII fund, and to a lesser extent appreciation in

our CP VIII and CAP V funds, partially offset by the reversal of performance allocations in our CEP V and CP VI

funds due to portfolio depreciation.

•In the Global Credit segment, for the three and nine months ended September 30, 2024, performance allocation

accruals were primarily driven by appreciation in our opportunistic credit funds.

•In the Carlyle AlpInvest segment, for the three and nine months ended September 30, 2024, performance allocation

accruals were primarily driven by appreciation in our secondaries & portfolio finance and co-investment strategies.

See “—Trends Affecting Our Business” for further discussion on the macroeconomic, geopolitical and industry

landscape, and our investment activity.

Principal investment income. The increase in Principal investment income for the three months ended September 30,

2025 compared to the three months ended September 30, 2024 primarily reflects the impact of a $48.5 million reversal of

previously recorded unrealized investment income in the three months ended September 30, 2024 from our Global Credit

products as a result of the Merger as discussed in Note 9, Related Party Transactions. The increase for the three months ended

September 30, 2025 was also impacted by an increase in other investment income, driven by unrealized market appreciation in

a corporate investment. These were partially offset by a decrease in unrealized investment income from Carlyle FRL.

The decrease in Principal investment income for the nine months ended September 30, 2025 compared to the nine months

ended September 30, 2024 was primarily attributable to an impairment charge of $92.5 million and a $38.0 million reduction in

NGP accrued carry, both related to the restructuring of the terms of our strategic investment in NGP (see Note 4, Investments,

for more information).

Expenses

Compensation and benefits. Total compensation and benefits decreased $1.5 billion for the three months ended

September 30, 2025, as compared to the three months ended September 30, 2024, and decreased $1.0 billion for the nine

months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decreases for three and

nine months ended September 30, 2025 relative to the comparable prior year periods are primarily attributable to a decrease in

Performance allocations and incentive fee related compensation of $1.5 billion and $0.9 billion, respectively, and a decrease in

Equity-based compensation of $30.9 million and $68.0 million, respectively. The decrease in Performance allocations and

incentive fee related compensation was primarily driven by a decrease in Performance allocations, on which Performance

allocations and incentive fee related compensation is based. The decrease in Equity-based compensation was primarily driven

by lower amortization on performance-based stock awards, partially offset by additional equity awards granted in February

2025.

General, administrative and other expenses. General, administrative and other expenses increased $4.1 million for the

three months ended September 30, 2025, as compared to the three months ended September 30, 2024, and increased $47.6

million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase

for the three months ended September 30, 2025 was primarily attributable to an increase in external fundraising costs, primarily

in our Carlyle AlpInvest segment, as well as an increase in IT expenses and professional fees. These were partially offset by a

decrease in foreign currency remeasurement adjustments of $13.1 million, reflecting a foreign exchange gain for the three

months ended September 30, 2025, compared to a foreign exchange loss for the three months ended September 30, 2024 driven

by the movement in EUR relative to USD.

The increase for the nine months ended September 30, 2025 was primarily attributable to an increase in foreign currency

remeasurement loss of $13.1 million, reflecting the movement of EUR and GBP relative to USD, as well as an increase in

external fundraising costs and an increase in operating costs related to certain funds. These were partially offset by the impact

of an increase in liabilities during the nine months ended September 30, 2024 for litigation-related contingencies, regulatory

examination and inquiries, and other matters.

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Net investment income (loss) of Consolidated Funds. The table below summarizes the components of Net investment

income (loss) of Consolidated Funds, including our consolidated CLOs and certain other funds:

	Three Months Ended<br><br>September 30,		Change		Nine Months Ended<br><br>September 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Realized gains (losses)	$58.5	$(4.5)	$63.0	NM	$33.6	$(49.1)	$82.7	NM
Net change in unrealized gains (losses)	30.0	(20.4)	50.4	NM	66.5	107.2	(40.7)	(38)%
Total gains (losses)	88.5	(24.9)	113.4	NM	100.1	58.1	42.0	72%
Gains (losses) from liabilities of CLOs	34.7	27.4	7.3	27%	76.0	(67.7)	143.7	NM
Total net investment income (loss) of<br><br>Consolidated Funds	$123.2	$2.5	$120.7	NM	$176.1	$(9.6)	$185.7	NM

Net investment income (loss) of Consolidated Funds for the three and nine months ended September 30, 2025 included

unrealized gains of $153.6 million in a new collateralized fund obligation vehicle in our Carlyle AlpInvest segment, partially

offset by unrealized losses of $82.2 million on an infrastructure investment in consolidated funds in our Global Private Equity

segment.

Provision (benefit) for income taxes. The Company’s provision (benefit) for income taxes was $(26.7) million and $173.1

million for the three months ended September 30, 2025 and 2024, respectively, and $98.2 million and $264.5 million for the

nine months ended September 30, 2025 and 2024, respectively. The Company’s effective tax rate was approximately (31)% and

22% for the three months ended September 30, 2025 and 2024, respectively, and 14% and 23% for the nine months ended

September 30, 2025 and 2024, respectively. The effective tax rate for the three months ended September 30, 2025 and 2024

primarily comprised the 21% U.S. federal corporate income tax rate, the impact of U.S. state and foreign income taxes and

disallowed executive compensation, offset by non-controlling interest and equity-based compensation deductions. The effective

tax rate for the three months ended September 30, 2025 was negative primarily due to the tax benefit from the pretax loss

incurred prior to the effect of non-controlling interest and due to the deduction related to the excess tax benefit from the vesting

of restricted stock units in the quarter. The effective tax rate for the nine months ended September 30, 2025 and 2024 primarily

comprised the 21% U.S. federal corporate income tax rate, the impact of U.S. state and foreign income taxes, and disallowed

executive compensation, primarily offset by equity-based compensation deductions and non-controlling interest. The effective

tax rate for the nine months ended September 30, 2024 also includes an increase related to other non-deductible expenses.

As of September 30, 2025 and December 31, 2024, the Company had federal, state, local, and foreign taxes payable of

$90.6 million and $46.2 million, respectively, which is recorded as a component of accounts payable, accrued expenses and

other liabilities in the accompanying condensed consolidated balance sheets.

Net income attributable to non-controlling interests in consolidated entities. Net income attributable to non-controlling

interests in consolidated entities was $111.6 million for the three months ended September 30, 2025, as compared to $20.0

million for the three months ended September 30, 2024, and $148.6 million for the nine months ended September 30, 2025, as

compared to $54.3 million for the nine months ended September 30, 2024. These amounts are primarily attributable to the net

earnings of the Consolidated Funds for each period, which are substantially all allocated to the related fund’s limited partners or

CLO investors, as well as net earnings from our insurance solutions business and certain other products that are allocated to

certain third-party investors. These amounts also reflect the net income attributable to non-controlling interests in carried

interest, giveback obligations, and cash held for carried interest distributions. The net income (loss) of our Consolidated Funds,

after eliminations, was $91.3 million and $8.3 million for the three months ended September 30, 2025 and 2024, respectively,

and $113.2 million and $16.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Non-GAAP Financial Measures

The following tables set forth information in the format used by management when making resource deployment

decisions and in assessing performance of our segments. These Non-GAAP financial measures are presented for the three and

nine months ended September 30, 2025 and 2024. Our Non-GAAP financial measures exclude the effects of unrealized

performance allocations net of related compensation expense, unrealized principal investment income, consolidated funds,

acquisition and disposition-related items including amortization and any impairment charges of acquired intangible assets and

contingent consideration taking the form of earn-outs, charges associated with the Conversion, impairment charges associated

with lease right-of-use assets, gains or losses from retirement of debt, charges associated with contract terminations and

employee severance, charges associated with equity-based compensation, changes in the tax receivable agreement liability,

corporate actions and infrequently occurring or unusual events.

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The following table shows our total segment DE and FRE for the three and nine months ended September 30, 2025 and

2024.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Total Segment Revenues	$782.5	$895.0	$2,809.7	$2,706.9
Total Segment Expenses	414.1	527.9	1,554.9	1,565.3
(=) Distributable Earnings	$368.4	$367.1	$1,254.8	$1,141.6
(-) Realized Net Performance Revenues	19.1	90.6	234.2	288.3
(-) Realized Principal Investment Income	49.5	9.1	113.0	69.4
(+) Net Interest	12.1	10.5	38.2	33.3
(=) Fee Related Earnings	$311.9	$277.9	$945.8	$817.2

The following table sets forth our total segment revenues for the three and nine months ended September 30, 2025 and

2024.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$573.9	$526.5	$1,689.0	$1,567.6
Portfolio advisory and transaction fees, net and other	32.3	27.4	158.1	83.0
Fee related performance revenues	47.5	36.3	125.7	98.5
Total fund level fee revenues	653.7	590.2	1,972.8	1,749.1
Realized performance revenues	61.7	275.9	676.6	830.2
Realized principal investment income	49.5	9.1	113.0	69.4
Interest income	17.6	19.8	47.3	58.2
Total Segment Revenues	$782.5	$895.0	$2,809.7	$2,706.9

The following table sets forth our total segment expenses for the three and nine months ended September 30, 2025 and

2024.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Segment Expenses
Compensation and benefits
Cash-based compensation and benefits	$220.5	$207.6	$678.3	$627.2
Realized performance revenue related compensation	42.6	185.3	442.4	541.9
Total compensation and benefits	263.1	392.9	1,120.7	1,169.1
General, administrative, and other indirect expenses	107.3	92.9	309.2	270.5
Depreciation and amortization expense	14.0	11.8	39.5	34.2
Interest expense	29.7	30.3	85.5	91.5
Total Segment Expenses	$414.1	$527.9	$1,554.9	$1,565.3

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Income (loss) before provision for income taxes is the U.S. GAAP financial measure most comparable to Distributable

Earnings and Fee Related Earnings. The following table is a reconciliation of income (loss) before provision for income taxes to

Distributable Earnings and to Fee Related Earnings.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Income (loss) before provision for income taxes	$85.8	$788.8	$697.4	$1,128.3
Adjustments:
Net unrealized performance and fee related performance revenues	244.6	(564.4)	210.3	(386.4)
Unrealized principal investment (income) loss	7.4	(1.8)	(35.1)	(54.3)
Equity-based compensation(1)	88.2	122.0	289.3	360.4
Acquisition or disposition-related charges, including amortization of<br><br>intangibles and impairment	46.2	37.4	216.7	103.5
Tax (expense) benefit associated with certain foreign performance revenues	(0.4)	(0.2)	(0.5)	(1.4)
Net (income) loss attributable to non-controlling interests in consolidated<br><br>entities	(111.6)	(20.0)	(148.6)	(54.3)
Other adjustments(2)	8.2	5.3	25.3	45.8
(=) Distributable Earnings	$368.4	$367.1	$1,254.8	$1,141.6
(-) Realized net performance revenues, net of related compensation(3)	19.1	90.6	234.2	288.3
(-) Realized principal investment income(3)	49.5	9.1	113.0	69.4
(+) Net interest	12.1	10.5	38.2	33.3
(=) Fee Related Earnings	$311.9	$277.9	$945.8	$817.2

(1)Equity-based compensation for the three and nine months ended September 30, 2025 and 2024 includes amounts presented in principal

investment income and general, administrative and other expenses in our U.S. GAAP statement of operations.

(2)Includes charges (credits) related to Carlyle corporate actions and non-recurring items that affect period-to-period comparability and are

not reflective of the Company’s operating performance.

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(3) See reconciliation to most directly comparable U.S. GAAP measure below:

	Three Months Ended September 30, 2025
	Carlyle<br><br>Consolidated	Adjustments(4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$(606.7)	$668.4	$61.7
Performance revenues related compensation expense	(324.6)	367.2	42.6
Net performance revenues	$(282.1)	$301.2	$19.1
Principal investment income (loss)	$87.7	$(38.2)	$49.5
	Nine Months Ended September 30, 2025
	Carlyle<br><br>Consolidated	Adjustments(4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$255.0	$421.6	$676.6
Performance revenues related compensation expense	290.4	152.0	442.4
Net performance revenues	$(35.4)	$269.6	$234.2
Principal investment income (loss)	$79.8	$33.2	$113.0	Three Months Ended September 30, 2024
---	---	---	---
	Carlyle<br><br>Consolidated	Adjustments(4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$1,785.5	$(1,509.6)	$275.9
Performance revenues related compensation expense	1,151.0	(965.7)	185.3
Net performance revenues	$634.5	$(543.9)	$90.6
Principal investment income (loss)	$46.0	$(36.9)	$9.1
	Nine Months Ended September 30, 2024
	Carlyle<br><br>Consolidated	Adjustments(4)	Total<br><br>Reportable<br><br>Segments
	(Dollars in millions)
Performance revenues	$1,826.7	$(996.5)	$830.2
Performance revenues related compensation expense	1,222.4	(680.5)	541.9
Net performance revenues	$604.3	$(316.0)	$288.3
Principal investment income (loss)	$207.2	$(137.8)	$69.4

(4)Adjustments to performance revenues and principal investment income (loss) relate to (i) unrealized performance allocations net of

related compensation expense and unrealized principal investment income, which are excluded from our Non-GAAP results, (ii)

amounts earned from the Consolidated Funds, which were eliminated in the U.S. GAAP consolidation but were included in the Non-

GAAP results, (iii) amounts attributable to non-controlling interests in consolidated entities, which were excluded from the Non-GAAP

results, (iv) the reclassification of NGP performance revenues, which are included in investment income in the U.S. GAAP financial

statements, (v) the reclassification of fee related performance revenues, which are included in fund level fee revenues in the segment

results, and (vi) the reclassification of tax expenses associated with certain foreign performance revenues. Adjustments to principal

investment income (loss) also include the reclassification of earnings for the investment in NGP Management and its affiliates to the

appropriate operating captions for the Non-GAAP results, and the exclusion of charges associated with the investment in NGP

Management and its affiliates that are excluded from the Non-GAAP results.

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Distributable Earnings for our reportable segments are as follows:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
	(Dollars in millions)
Global Private Equity	$146.8	$235.5	$644.3	$747.7
Global Credit	126.4	80.5	357.8	262.4
Carlyle AlpInvest	95.2	51.1	252.7	131.5
Distributable Earnings	$368.4	$367.1	$1,254.8	$1,141.6

Segment Analysis

Discussed below is our DE and FRE for our segments for the periods presented. Our segment information is reflected in

the manner used by our chief operating decision maker to make operating and compensation decisions, assess performance, and

allocate resources.

For segment reporting purposes, revenues and expenses are presented on a basis that deconsolidates our Consolidated

Funds. As a result, segment revenues from management fees, realized performance revenues and realized principal investment

income (loss) are different than those presented on a consolidated U.S. GAAP basis because these revenues recognized in

certain segments are received from Consolidated Funds and are eliminated in consolidation when presented on a consolidated

U.S. GAAP basis. Furthermore, segment expenses are different than related amounts presented on a consolidated U.S. GAAP

basis due to the exclusion of fund expenses that are paid by the Consolidated Funds.

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Global Private Equity

The following table presents our results of operations for our Global Private Equity(1) segment:

	Three Months Ended<br><br>September 30,		Change		Nine Months Ended<br><br>September 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$295.0	$298.6	$(3.6)	(1)%	$880.4	$908.4	$(28.0)	(3)%
Portfolio advisory and<br><br>transaction fees, net and other	6.5	5.9	0.6	10%	27.9	16.8	11.1	66%
Fee related performance<br><br>revenues	—	—	—	NM	—	6.9	(6.9)	(100)%
Total fund level fee revenues	301.5	304.5	(3.0)	(1)%	908.3	932.1	(23.8)	(3)%
Realized performance revenues	38.0	225.2	(187.2)	(83)%	599.8	728.7	(128.9)	(18)%
Realized principal investment<br><br>income (loss)	(0.4)	10.0	(10.4)	NM	27.1	35.7	(8.6)	(24)%
Interest income	7.4	7.7	(0.3)	(4)%	18.9	21.8	(2.9)	(13)%
Total revenues	346.5	547.4	(200.9)	(37)%	1,554.1	1,718.3	(164.2)	(10)%
Segment Expenses
Compensation and benefits
Cash-based compensation and<br><br>benefits	97.4	101.1	(3.7)	(4)%	306.5	314.3	(7.8)	(2)%
Realized performance revenues<br><br>related compensation	24.2	141.5	(117.3)	(83)%	385.5	457.2	(71.7)	(16)%
Total compensation and<br><br>benefits	121.6	242.6	(121.0)	(50)%	692.0	771.5	(79.5)	(10)%
General, administrative, and other<br><br>indirect expenses(1)	56.2	48.5	7.7	16%	155.2	137.3	17.9	13%
Depreciation and amortization<br><br>expense	7.6	6.7	0.9	13%	21.5	19.6	1.9	10%
Interest expense	14.3	14.1	0.2	1%	41.1	42.2	(1.1)	(3)%
Total expenses	199.7	311.9	(112.2)	(36)%	909.8	970.6	(60.8)	(6)%
(=) Distributable Earnings	$146.8	$235.5	$(88.7)	(38)%	$644.3	$747.7	$(103.4)	(14)%
(-) Realized Net Performance<br><br>Revenues	13.8	83.7	(69.9)	(84)%	214.3	271.5	(57.2)	(21)%
(-) Realized Principal Investment<br><br>Income (loss)	(0.4)	10.0	(10.4)	NM	27.1	35.7	(8.6)	(24)%
(+) Net Interest	6.9	6.4	0.5	8%	22.2	20.4	1.8	9%
(=) Fee Related Earnings	$140.3	$148.2	$(7.9)	(5)%	$425.1	$460.9	$(35.8)	(8)%

(1)For purposes of presenting our results of operations for this segment, our earnings from our investments in NGP are presented in the

respective operating captions.

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Distributable Earnings

Distributable Earnings decreased $88.7 million for the three months ended September 30, 2025, as compared to the three

months ended September 30, 2024, and decreased $103.4 million for the nine months ended September 30, 2025, as compared

to the nine months ended September 30, 2024. The following table provides the components of the changes in Distributable

Earnings for the three and nine months ended September 30, 2025:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Distributable Earnings, September 30, 2024	$235.5	$747.7
Increases (decreases):
Decrease in fee related earnings	(7.9)	(35.8)
Decrease in realized net performance revenues	(69.9)	(57.2)
Decrease in realized principal investment income	(10.4)	(8.6)
Increase in net interest	(0.5)	(1.8)
Total decrease	(88.7)	(103.4)
Distributable Earnings, September 30, 2025	$146.8	$644.3

Realized Net Performance Revenues. Realized net performance revenues decreased $69.9 million for the three months

ended September 30, 2025, as compared to the three months ended September 30, 2024, and decreased $57.2 million for the

nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Realized net performance

revenues for the three months ended September 30, 2025 were primarily attributable to realizations in CJP III and CRP VIII.

Realized net performance revenues for the nine months ended September 30, 2025 were primarily attributable to realizations in

CPP II, NGP XI, CAP IV, and CETP IV. Realized net performance revenues for the three and nine months ended September

30, 2024 were primarily attributable to realizations in CAP IV, CETP III, and CJP III. Additionally, the nine months ended

September 30, 2024 included realizations in CIEP I. While overall exit activity increased in the nine months ended September

30, 2025 relative to the comparable 2024 period, the mix of exits was more concentrated in funds not yet realizing performance

revenues.

Fee Related Earnings

Fee Related Earnings decreased $7.9 million for the three months ended September 30, 2025, as compared to the three

months ended September 30, 2024, and decreased $35.8 million for the nine months ended September 30, 2025, as compared to

the nine months ended September 30, 2024. The following table provides the components of the changes in Fee Related

Earnings for the three and nine months ended September 30, 2025:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Fee Related Earnings, September 30, 2024	$148.2	$460.9
Increases (decreases):
Decrease in fee revenues	(3.0)	(23.8)
Decrease in cash-based compensation and benefits	3.7	7.8
Increase in general, administrative and other indirect expenses	(7.7)	(17.9)
All other changes	(0.9)	(1.9)
Total decrease	(7.9)	(35.8)
Fee Related Earnings, September 30, 2025	$140.3	$425.1

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Fee Revenues. Total fee revenues decreased $3.0 million for the three months ended September 30, 2025, as compared to

the three months ended September 30, 2024, and decreased $23.8 million for the nine months ended September 30, 2025, as

compared to the nine months ended September 30, 2024, due to the following:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Lower fund management fees	$(3.6)	$(28.0)
Higher portfolio advisory and transaction fees, net and other	0.6	11.1
Lower fee related performance revenues	—	(6.9)
Total decrease in fee revenues	$(3.0)	$(23.8)

The decrease in fund management fees for the nine months ended September 30, 2025 as compared to the nine months

ended September 30, 2024 was primarily due to step-downs in management fee basis on CEP V and CRP IX in the fourth

quarter of 2024, as well as net investment realizations in funds on which management fees are based on invested capital. These

were partially offset by the activation of fees in CJP V, which turned on fees in the fourth quarter of 2024, as well as CRP X,

which turned on fees on April 1, 2025. The impact of smaller buyout funds in our corporate private equity strategy is resulting

in, and may continue to result in, lower fund management fees relative to prior periods.

The increase in portfolio advisory and transaction fees, net and other for the nine months ended September 30, 2025 as

compared to the nine months ended September 30, 2024 was primarily due to an increase in transaction fees. Transaction fees

are primarily generated by investment activity within our funds, and are therefore impacted by our investment pace. See “—

Trends Affecting Our Business” for further discussion on our investment activity and broader market trends.

General, administrative and other indirect expenses. General, administrative and other indirect expenses increased $7.7

million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, and

increased $17.9 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30,

The increase for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024

was primarily attributable to an increase in professional fees. The increase for the nine months ended September 30, 2025 was

primarily attributable to an increase in costs related to funds in fundraising, an increase in professional fees, and a lower

reversal of value-added tax expense in Asia. These were partially offset by foreign exchange gains for the nine months ended

September 30, 2025 compared to foreign exchange losses for the nine months ended September 30, 2024.

Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.

	As of September 30,
	2025	2024
Global Private Equity	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$41,525	$48,295
Fee-earning AUM based on invested capital	49,232	44,665
Fee-earning AUM based on net asset value	7,472	7,200
Fee-earning AUM based on lower of cost or fair value	2,918	3,363
Total Fee-earning AUM	$101,147	$103,523
Annualized Management Fee Rate(2)	1.17%	1.15%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

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The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
Global Private Equity	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$102,330	$103,662	$98,033	$106,651
Inflows(1)	413	508	11,079	4,192
Outflows (including realizations)(2)	(1,583)	(1,376)	(9,599)	(7,246)
Market Activity & Other(3)	97	(42)	(161)	(150)
Foreign Exchange(4)	(110)	771	1,795	76
Balance, End of Period	$101,147	$103,523	$101,147	$103,523

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period, and the fee-earning commitments invested in vehicles for which management fees

are based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which

are referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, and reductions for funds that are no longer calling for fees. Realizations for funds earning management fees

based on commitments during the period do not affect Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the

lower of cost or fair value.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Fee-earning AUM of $101.1 billion at September 30, 2025 decreased 1% from $102.3 billion at June 30, 2025. The net

decrease was due to:

•Outflows of $1.6 billion, driven by realization in funds that charge fees on invested capital, notably in the NGP

energy funds and CP VII, as well as redemptions in CPI.

Offsetting these decreases were:

•Inflows of $0.4 billion, primarily driven by investments in CPI.

Fee-earning AUM of $101.1 billion at September 30, 2025 increased 3% from $98.0 billion at December 31, 2024. The

net increase was due to:

•Inflows of $11.1 billion, which included the activation of management fees in CRP X, additional fee-paying capital

raised in CAP VI, and investments in our U.S. real estate, Asia buyout, and Europe buyout funds which charge fees

on invested capital; and

•Positive foreign exchange activity of $1.8 billion reflecting the translation of our EUR- and JPY-denominated funds

to USD.

Offsetting these increases were:

•Outflows of $9.6 billion, which included realizations in funds that charge fees on invested capital, notably in the

NGP energy funds and our U.S. buyout, Europe buyout, Asia buyout, and U.S. real estate funds, as well as the

expiration of fees in CP VI during the period, and a fee basis step-down in CIEP II.

Fee-earning AUM of $101.1 billion at September 30, 2025 decreased 2% from $103.5 billion at September 30, 2024. The

net decrease was due to:

•Outflows of $17.3 billion driven by realizations in funds that charge fees on invested capital, fee basis step-downs in

CRP IX, CEP V, and CIEP II, and the expiration of fees in CP VI during the period.

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Offsetting these decreases were:

•Inflows of $14.6 billion primarily from the activation of fees in CRP X and CJP V, additional fee-paying capital

raised in CAP VI, and investments in funds which charge fees on invested capital; and

•Positive foreign exchange activity of $0.6 billion reflecting the translation of our EUR- and JPY-denominated funds

to USD.

Total AUM

The table below provides the period to period rollforward of Total AUM.

	Three Months Ended<br><br>September 30, 2025	Nine Months Ended<br><br>September 30, 2025
	(Dollars in millions)
Global Private Equity
Total AUM Rollforward
Balance, Beginning of Period	$165,057	$163,533
Inflows(1)	646	6,202
Outflows (including realizations)(2)	(2,685)	(12,335)
Market Activity & Other(3)	589	3,068
Foreign Exchange(4)	(157)	2,982
Balance, End of Period	$163,450	$163,450

(1)Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects

translation at the average quarterly rate.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and

separately managed accounts, gross redemptions in our open-ended funds, and the expiration of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, and

other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $163.5 billion at September 30, 2025, a decrease of 1% from $165.1 billion at June 30, 2025. The net

decrease was due to:

•Outflows of $2.7 billion driven by realizations in our U.S. buyout and U.S. real estate funds, as well as the NGP

energy funds.

Offsetting these decreases were:

•Inflows of $0.6 billion, driven by capital raised in our U.S. real estate funds; and

•Market appreciation of $0.6 billion, which reflected appreciation generally across the portfolio, net of depreciation

in CP VII ($0.4 billion) and CAP V ($0.3 billion), the portfolios of which were impacted by market price decreases

in certain public investments.

Total AUM was $163.5 billion at September 30, 2025, flat compared to $163.5 billion at December 31, 2024. This was

due to:

•Outflows of $12.3 billion, driven by realizations across the segment, notably in our U.S. buyout, power, and U.S.

real estate funds, as well as the NGP energy funds.

Offsetting these decreases were:

•Inflows of $6.2 billion, driven by new capital raised in our U.S. real estate and Asia buyout funds, as well as the

NGP energy funds;

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•Market appreciation of $3.1 billion, driven by appreciation in CP VII ($0.9 billion), CP VIII ($0.7 billion), and CGP

II ($0.5 billion), partially offset by depreciation in CEP V ($0.8 billion); and

•Positive foreign exchange activity of $3.0 billion reflecting the translation of our EUR- and JPY-denominated funds

to USD.

Fund Performance Metrics

Fund performance information for our investment funds that generally have at least $1.0 billion in capital commitments,

cumulative equity invested or total value as of September 30, 2025, which we refer to as our “significant funds,” is included

throughout this discussion and analysis to facilitate an understanding of our results of operations for the periods presented. The

fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle Group Inc.

and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle Group Inc.

is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and future funds

will achieve similar returns.

The following table reflects the performance of our significant funds in our Global Private Equity business. Please see

“—Our Global Investment Offerings” for a legend of the fund acronyms listed below.

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(Amounts in millions)				TOTAL INVESTMENTS						REALIZED/PARTIALLY<br><br>REALIZED INVESTMENTS(12)
				As of September 30, 2025						As of September 30, 2025
Fund (Fee Initiation Date/Step-down Date)(1)	Committed<br><br>Capital(2)	Cumulative<br><br>Invested<br><br>Capital(3)	Percent<br><br>Invested	Realized<br><br>Value(4)	Remaining<br><br>Fair<br><br>Value(5)	MOIC<br><br>(6)	Gross<br><br>IRR<br><br>(7)(8)	Net<br><br>IRR<br><br>(8)(9)	Net Accrued<br><br>Carry/<br><br>(Giveback)<br><br>(10)	Total<br><br>Fair<br><br>Value(11)	MOIC<br><br>(6)	Gross<br><br>IRR<br><br>(7)(8)
Corporate Private Equity
CP VIII (Oct 2021 / Oct 2027)	$14,797	$10,603	72%	$1,691	$13,028	1.4x	19%	9%	$157	$2,161	1.7x	58%
CP VII (May 2018 / Oct 2021)	$18,510	$17,787	96%	$7,864	$21,235	1.6x	11%	8%	$438	$7,791	1.7x	13%
CP VI (May 2013 / May 2018)	$13,000	$13,140	101%	$25,565	$3,064	2.2x	18%	13%	$126	$26,348	2.5x	22%
CP V (Jun 2007 / May 2013)	$13,720	$13,238	96%	$28,117	$451	2.2x	18%	14%	$31	$28,136	2.3x	20%
CEP V (Oct 2018 / Oct 2024)	€6,416	€6,081	95%	€1,626	€4,981	1.1x	1%	Neg	$—	€541	0.8x	Neg
CEP IV (Sep 2014 / Oct 2018)	€3,670	€3,966	108%	€6,210	€1,331	1.9x	16%	11%	$58	€6,250	2.1x	20%
CEP III (Jul 2007 / Dec 2013)	€5,295	€5,177	98%	€11,730	€19	2.3x	19%	14%	$2	€11,749	2.3x	19%
CAP VI (Jun 2024 / Jun 2030)	$2,852	$—	—%	$—	$—	n/a	n/a	n/a	$—	n/a	n/a	n/a
CAP V (Jun 2018 / Jun 2024)	$6,554	$6,875	105%	$3,018	$6,606	1.4x	13%	8%	$3	$2,142	1.3x	23%
CAP IV (Jul 2013 / Jun 2018)	$3,880	$4,146	107%	$8,667	$303	2.2x	18%	13%	$18	$8,704	2.4x	21%
CJP V (Nov 2024 / Nov 2030)	¥434,325	¥—	—%	¥—	¥—	n/a	n/a	n/a	$—	n/a	n/a	n/a
CJP IV (Oct 2020 / Nov 2024)	¥258,000	¥234,357	91%	¥148,550	¥297,425	1.9x	36%	24%	$86	¥180,929	3.4x	64%
CJP III (Sep 2013 / Aug 2020)	¥119,505	¥91,192	76%	¥273,641	¥10,454	3.1x	25%	18%	$5	¥274,341	3.3x	26%
CGFSP III (Dec 2017 / Dec 2023)	$1,005	$977	97%	$532	$1,733	2.3x	22%	16%	$78	$1,035	4.1x	34%
CGFSP II (Jun 2013 / Dec 2017)	$1,000	$943	94%	$1,961	$638	2.8x	26%	19%	$37	$1,956	2.4x	28%
CP Growth (Oct 2021 / Oct 2027)	$1,283	$673	52%	$—	$812	1.2x	NM	NM	$—	n/a	n/a	n/a
CEOF II (Nov 2015 / Mar 2020)	$2,400	$2,368	99%	$4,107	$1,437	2.3x	21%	15%	$72	$4,673	2.5x	23%
CETP V (Mar 2022 / Jun 2028)	€3,180	€1,528	48%	€—	€1,765	1.2x	NM	NM	$—	n/a	n/a	n/a
CETP IV (Jul 2019 / Jun 2022)	€1,350	€1,201	89%	€1,345	€1,423	2.3x	30%	21%	$60	€1,344	4.4x	74%
CETP III (Jul 2014 / Jul 2019)	€657	€610	93%	€1,752	€333	3.4x	40%	28%	$20	€1,757	3.8x	45%
CGP II (Dec 2020 / Jan 2025)	$1,840	$984	53%	$198	$1,859	2.1x	24%	19%	$42	n/a	n/a	n/a
CGP (Jan 2015 / Mar 2021)	$3,588	$3,235	90%	$1,583	$2,738	1.3x	4%	3%	$16	$1,817	2.3x	16%
All Other Active Funds & Vehicles(13)		$20,790	n/a	$15,495	$17,090	1.6x	12%	10%	$45	$15,526	2.0x	18%
Fully Realized Funds & Vehicles(14)(15)		$35,574	n/a	$81,709	$2	2.3x	28%	20%	$2	$81,711	2.3x	28%
TOTAL CORPORATE PRIVATE EQUITY(16)		$155,358	n/a	$210,005	$84,661	1.9x	25%	17%	$1,295	$210,523	2.3x	26%
Real Estate
CRP X (Apr 2025 / Jul 2030)	$9,000	$372	4%	$—	$360	1.0x	NM	NM	$—	n/a	n/a	n/a
CRP IX (Oct 2021 / Dec 2024)	$7,987	$6,012	75%	$432	$6,722	1.2x	12%	3%	$—	$409	1.4x	25%
CRP VIII (Aug 2017 / Oct 2021)	$5,505	$5,123	93%	$5,677	$3,251	1.7x	32%	18%	$87	$5,624	2.1x	49%
CRP VII (Jun 2014 / Dec 2017)	$4,162	$3,821	92%	$5,098	$1,169	1.6x	16%	10%	$—	$5,063	1.7x	20%
CRP VI (Mar 2011 / Jun 2014)	$2,340	$2,155	92%	$3,815	$118	1.8x	27%	17%	$4	$3,748	1.9x	28%
CPI (May 2016 / n/a)	$8,249	$8,706	106%	$3,390	$7,965	1.3x	10%	8%	n/a*	$2,161	1.7x	12%
All Other Active Funds & Vehicles(17)		$2,599	n/a	$505	$2,498	1.2x	9%	5%	$5	$340	1.1x	20%
Fully Realized Funds & Vehicles(15)(18)		$14,293	n/a	$21,641	$13	1.5x	9%	5%	$—	$21,654	1.5x	10%
TOTAL REAL ESTATE(16)		$43,082	n/a	$40,558	$22,095	1.5x	11%	7%	$96	$38,998	1.6x	13%
Infrastructure & Natural Resources
CIEP II (Apr 2019 / Apr 2025)	$2,286	$1,008	44%	$799	$1,098	1.9x	26%	12%	$36	$752	3.2x	NM**
CIEP I (Sep 2013 / Jun 2019)	$2,500	$2,470	99%	$3,372	$1,374	1.9x	15%	9%	$48	$3,750	2.2x	18%
CGIOF (Dec 2018 / Sep 2023)	$2,201	$2,098	95%	$658	$2,926	1.7x	18%	11%	$82	$792	1.8x	16%
CRSEF II (Nov 2022 / Aug 2027)	$1,187	$492	41%	$—	$835	1.7x	NM	NM	$16	n/a	n/a	n/a
NGP XIII (Feb 2023 / Feb 2028)	$2,300	$491	21%	$49	$732	1.6x	NM	NM	$4	$91	3.3x	NM
NGP XII (Jul 2017 / Jul 2022)	$4,304	$3,652	85%	$4,779	$2,747	2.1x	21%	15%	$32	$4,456	2.8x	33%
NGP XI (Oct 2014 / Jul 2017)	$5,325	$5,034	95%	$8,112	$1,709	2.0x	13%	10%	$64	$7,380	2.1x	17%
NGP X (Jan 2012 / Dec 2014)	$3,586	$3,351	93%	$3,458	$307	1.1x	3%	—%	$—	$3,272	1.2x	5%
All Other Active Funds & Vehicles(19)		$5,029	n/a	$3,191	$4,783	1.6x	15%	12%	$31	$3,156	2.3x	19%
Fully Realized Funds & Vehicles(15)(20)		$3,534	n/a	$5,574	$6	1.6x	8%	5%	$1	$5,579	1.6x	8%
TOTAL INFRASTRUCTURE & NATURAL<br><br>RESOURCES(16)		$27,157	n/a	$29,991	$16,516	1.7x	12%	8%	$314	$29,228	1.9x	14%

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*Net accrued fee related performance revenues for CPI are excluded from Net Accrued Performance Revenues. These amounts will be

reflected as fee related performance revenues when realized, and included in Fund level fee revenues in our segment results. There were no

accrued fee related performance revenues for CPI as of September 30, 2025.

**The IRR is incalculable, which occurs in instances when a distribution occurs prior to a Limited Partner capital contribution due to the use

of fund-level credit facilities.

(1)The fund step-down date represents the contractual step-down date under the respective fund agreements for funds on

which the fee basis step-down has not yet occurred. Funds without a listed Fee Initiation Date and Step-down Date have

not yet initiated fees.

(2)All amounts shown represent total capital commitments as of September 30, 2025. Certain of our recent vintage funds are

currently in fundraising and total capital commitments are subject to change.

(3)Represents the original cost of investments since inception of the fund.

(4)Represents all realized proceeds since inception of the fund.

(5)Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining

escrow values for realized investments.

(6)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest,

divided by cumulative invested capital.

(7)Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of

management fees, partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the

impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based on

the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow dates for

each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in each fund.

(8)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful

but is negative as of reporting period end.

(9)Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all

management fees, partnership expenses and carried interest, including current accruals. Net IRR is calculated based on

the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may differ

from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues with a

blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for multiple funds

are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted return for a

Limited Partner who invested sequentially in each fund.

(10)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.

(11)Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried

interest.

(12)An investment is considered realized when the investment fund has completely exited, and ceases to own an interest in,

the investment. An investment is considered partially realized when the total amount of proceeds received in respect of

such investment, including dividends, interest or other distributions and/or return of capital, represents at least 85% of

invested capital and such investment is not yet fully realized. Because part of our value creation strategy involves

pursuing best exit alternatives, we believe information regarding Realized/Partially Realized MOIC and Gross IRR, when

considered together with the other investment performance metrics presented, provides investors with meaningful

information regarding our investment performance by removing the impact of investments where significant realization

activity has not yet occurred. Realized/Partially Realized MOIC and Gross IRR have limitations as measures of

investment performance and should not be considered in isolation. Such limitations include the fact that these measures

do not include the performance of earlier stage and other investments that do not satisfy the criteria provided above. The

exclusion of such investments will have a positive impact on Realized/Partially Realized MOIC and Gross IRR in

instances when the MOIC and Gross IRR in respect of such investments are less than the aggregate MOIC and Gross

IRR. Our measurements of Realized/Partially Realized MOIC and Gross IRR may not be comparable to those of other

companies that use similarly titled measures.

(13)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: MENA, CCI, CSSAF I, CPF I, CAP Growth I, CAP Growth II, CBPF II, CAGP

IV, ABV 8, ABV 9, ACCD 2 and CCD-CIF.

(14)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CP I, CP II, CP III, CP IV, CEP I, CEP II, CAP I, CAP II, CAP III,

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CBPF I, CJP I, CJP II, CMG, CVP I, CVP II, CUSGF III, CGFSP I, CEVP I, CETP I, CETP II, CAVP I, CAVP II,

CAGP III, CEOF I, Mexico and CSABF.

(15)Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry

where there are outstanding escrow balances or undistributed proceeds.

(16)For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting

period spot rate.

(17)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: CCR, CER I, and CER II.

(18)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CRP I, CRP II, CRP III, CRP IV, CRP V, CRCP I, CAREP I,

CAREP II, CEREP I, CEREP II and CEREP III.

(19)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: NGP GAP, NGP RP I, NGP RP II, NGP RP III, NGP ETP IV, CPOCP, and

CRSEF.

(20)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CIP and CPP II.

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Global Credit

The following table presents our results of operations for our Global Credit segment:

	Three Months Ended<br><br>September 30,		Change		Nine Months Ended<br><br>September 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$146.5	$142.8	$3.7	3%	$456.1	$420.5	$35.6	8%
Portfolio advisory and<br><br>transaction fees, net and other	25.6	21.4	4.2	20%	130.0	66.0	64.0	97%
Fee related performance<br><br>revenues	28.6	29.0	(0.4)	(1)%	86.0	81.2	4.8	6%
Total fund level fee revenues	200.7	193.2	7.5	4%	672.1	567.7	104.4	18%
Realized performance revenues	8.2	11.5	(3.3)	(29)%	26.6	19.0	7.6	40%
Realized principal investment<br><br>income (loss)	42.8	(2.8)	45.6	NM	60.3	30.2	30.1	100%
Interest income	8.1	9.8	(1.7)	(17)%	22.1	30.6	(8.5)	(28)%
Total revenues	259.8	211.7	48.1	23%	781.1	647.5	133.6	21%
Segment Expenses
Compensation and benefits
Cash-based compensation and<br><br>benefits	83.8	76.5	7.3	10%	261.0	227.3	33.7	15%
Realized performance revenues<br><br>related compensation	4.7	6.9	(2.2)	(32)%	15.7	11.5	4.2	37%
Total compensation and<br><br>benefits	88.5	83.4	5.1	6%	276.7	238.8	37.9	16%
General, administrative, and other<br><br>indirect expenses	28.5	31.2	(2.7)	(9)%	99.7	96.1	3.6	4%
Depreciation and amortization<br><br>expense	4.3	3.3	1.0	30%	12.0	9.6	2.4	25%
Interest expense	12.1	13.3	(1.2)	(9)%	34.9	40.6	(5.7)	(14)%
Total expenses	133.4	131.2	2.2	2%	423.3	385.1	38.2	10%
(=) Distributable Earnings	$126.4	$80.5	$45.9	57%	$357.8	$262.4	$95.4	36%
(-) Realized Net Performance<br><br>Revenues	3.5	4.6	(1.1)	(24)%	10.9	7.5	3.4	45%
(-) Realized Principal Investment<br><br>Income (loss)	42.8	(2.8)	45.6	NM	60.3	30.2	30.1	100%
(+) Net Interest	4.0	3.5	0.5	14%	12.8	10.0	2.8	28%
(=) Fee Related Earnings	$84.1	$82.2	$1.9	2%	$299.4	$234.7	$64.7	28%

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Distributable Earnings

Distributable Earnings increased $45.9 million for the three months ended September 30, 2025, as compared to the three

months ended September 30, 2024, and increased $95.4 million for the nine months ended September 30, 2025, as compared to

the nine months ended September 30, 2024. The following table provides the components of the changes in Distributable

Earnings for the three and nine months ended September 30, 2025:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Distributable Earnings, September 30, 2024	$80.5	$262.4
Increases (decreases):
Increase in fee related earnings	1.9	64.7
(Decrease) increase in realized net performance revenues	(1.1)	3.4
Increase in realized principal investment income	45.6	30.1
Increase in net interest	(0.5)	(2.8)
Total increase	45.9	95.4
Distributable Earnings, September 30, 2025	$126.4	$357.8

Realized Principal Investment Income. Realized principal investment income increased $45.6 million for the three months

ended September 30, 2025, as compared to the three months ended September 30, 2024, and increased $30.1 million for the

nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily attributable to

dividend income received of $31.4 million from our equity method investment in Carlyle FRL during the three months ended

September 30, 2025. The increase for the nine months ended September 30, 2025, as compared to the nine months ended

September 30, 2024, was partially offset by lower realized principal investment income from our CLOs.

Fee Related Earnings

Fee Related Earnings increased $1.9 million for the three months ended September 30, 2025, as compared to the three

months ended September 30, 2024, and increased $64.7 million for the nine months ended September 30, 2025, as compared to

the nine months ended September 30, 2024. The following table provides the components of the changes in Fee Related

Earnings for the three and nine months ended September 30, 2025:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Fee Related Earnings, September 30, 2024	$82.2	$234.7
Increases (decreases):
Increase in fee revenues	7.5	104.4
Increase in cash-based compensation and benefits	(7.3)	(33.7)
Decrease (increase) in general, administrative and other indirect expenses	2.7	(3.6)
All other changes	(1.0)	(2.4)
Total increase	1.9	64.7
Fee Related Earnings, September 30, 2025	$84.1	$299.4

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Fee Revenues. Fee revenues increased $7.5 million for the three months ended September 30, 2025, as compared to the

three months ended September 30, 2024, and increased $104.4 million for the nine months ended September 30, 2025, as

compared to the nine months ended September 30, 2024, due to the following:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Higher fund management fees	$3.7	$35.6
Higher portfolio advisory and transaction fees, net and other	4.2	64.0
(Lower) higher fee related performance revenues	(0.4)	4.8
Total increase in fee revenues	$7.5	$104.4

The increase in Fund management fees for the nine months ended September 30, 2025 as compared to the nine months

ended September 30, 2024 was primarily attributable to the receipt of approximately $19 million of catch-up subordinated

management fees in certain aviation funds during the nine months ended September 30, 2025, due in part to the collection of

insurance proceeds and in part due to the sale of collateral in those vehicles, and an increase in management fees from our direct

lending business and CTAC. These were partially offset by lower management fees from our liquid credit business.

The increase in portfolio advisory and transaction fees, net and other fees for the three and nine months ended September

30, 2025 as compared to the three and nine months ended September 30, 2024 was primarily driven by an increase in capital

markets fees. The recognition of capital markets fees can be volatile as they are primarily generated by investment activity. See

“—Trends Affecting Our Business” for further discussion on our investment activity and broader market trends.

Cash-based compensation and benefits expense. Cash-based compensation and benefits expense increased $7.3 million

for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, and increased

$33.7 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024,

primarily due to an increase in accrued bonuses related to capital markets fees as well as higher headcount.

Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.

	As of September 30,
	2025	2024
Global Credit	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$2,504	$2,467
Fee-earning AUM based on invested capital	21,110	19,220
Fee-earning AUM based on collateral balances, at par	43,929	46,454
Fee-earning AUM based on net asset value	3,821	2,409
Fee-earning AUM based on fair value and other(2)	95,800	88,611
Total Fee-earning AUM	$167,164	$159,161
Annualized Management Fee Rate(3)	0.37%	0.36%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Includes the fair value of Fortitude’s general account assets covered by the strategic advisory services agreement and funds with fees

based on gross asset value.

(3)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

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The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
Global Credit	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$162,784	$155,437	$154,186	$155,238
Inflows(1)	8,983	2,594	21,264	10,216
Outflows (including realizations)(2)	(4,878)	(3,137)	(11,406)	(8,901)
Market Activity & Other(3)	278	3,868	1,980	2,553
Foreign Exchange(4)	(3)	399	1,140	55
Balance, End of Period	$167,164	$159,161	$167,164	$159,161

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period, the fee-earning commitments invested in vehicles for which management fees are

based on invested capital, the fee-earning collateral balance of new CLO issuances, closed reinsurance transactions at Fortitude, and

gross subscriptions in our vehicles for which management fees are based on net asset value.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period or commitment fee period has

expired during the period, reductions for funds that are no longer calling for fees, gross redemptions in our open-ended funds, and

outflows from our liquid credit products. Realizations for funds earning management fees based on commitments during the period do

not affect Fee-earning AUM.

(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in funds or vehicles based on the

lower of cost or fair value or net asset value, activity of funds with fees based on gross asset value, and changes in the fair value of

Fortitude’s general account assets covered by the strategic advisory services agreement.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Fee-earning AUM was $167.2 billion at September 30, 2025, an increase of 3% from $162.8 billion at June 30, 2025. The

net increase was due to:

•Inflows of $9.0 billion, which were driven by over $4 billion of closed reinsurance transactions at Fortitude and

deployment across the platform, including the closing of two U.S. CLOs and two Euro CLOs.

Offsetting these increases were:

•Outflows of $4.9 billion, which included outflows from our liquid credit products and realizations across the

platform.

Fee-earning AUM was $167.2 billion at September 30, 2025, an increase of 8% from $154.2 billion at December 31,

The net increase was due to:

•Inflows of $21.3 billion, which were driven by nearly $9 billion of closed reinsurance transactions at Fortitude and

capital deployment across the platform, including the closing of four U.S. CLOs and two Euro CLOs;

•Positive market activity of $2.0 billion, which primarily reflected an increase in the fair value of assets covered by

the Fortitude strategic advisory services agreement, as well as increases in our cross-platform credit and direct

lending products; and

•Positive foreign exchange activity of $1.1 billion reflecting the translation of our EUR-denominated products to

USD.

Offsetting these increases were:

•Outflows of $11.4 billion, which were driven by outflows from our liquid credit products and realizations in our

aviation and opportunistic credit funds.

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Fee-earning AUM was $167.2 billion at September 30, 2025, an increase of 5% from $159.2 billion at September 30,

The net increase was due to:

•Inflows of $26.4 billion, which reflected capital deployment across the platform, notably in our liquid credit

products, including the closing of eight U.S. CLOs and three Euro CLOs, and asset-backed finance, direct lending,

and opportunistic credit funds, as well as nearly $9 billion of closed reinsurance transactions at Fortitude.

Offsetting these increases were:

•Outflows of $15.0 billion, which included outflows from our liquid credit products and realizations across the

platform; and

•Negative market activity of $3.9 billion, which primarily reflected a decrease in the fair value of assets covered by

the Fortitude strategic advisory services agreement, partially offset by increases in our cross-platform credit

products.

Total AUM

The table below provides the period to period rollforward of Total AUM.

	Three Months Ended<br><br>September 30, 2025	Nine Months Ended<br><br>September 30, 2025
	(Dollars in millions)
Global Credit
Total AUM Rollforward
Balance, Beginning of Period	$203,027	$192,374
Inflows(1)	9,900	22,882
Outflows (including realizations)(2)	(6,331)	(13,065)
Market Activity & Other(3)	1,877	5,049
Foreign Exchange(4)	1	1,234
Balance, End of Period	$208,474	$208,474

(1)Inflows generally reflects the impact of gross fundraising and closed reinsurance transactions at Fortitude during the period. For funds

or vehicles denominated in foreign currencies, this reflects translation at the average quarterly rate.

(2)Outflows includes distributions net of recallable or recyclable amounts in our carry funds, related co-investment vehicles, and

separately managed accounts, gross redemptions in our open-ended funds, outflows from our liquid credit products, and the expiration

of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles, and separately managed accounts, as well as the impact of fees, expenses and non-investment income, change

in gross asset value for our business development companies, changes in the fair value of Fortitude’s general account assets covered by

the strategic advisory services agreement, and other changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $208.5 billion at September 30, 2025, an increase of 3% compared to $203.0 billion at June 30, 2025.

The net increase was due to:

•Inflows of $9.9 billion, which were driven by capital raised in our liquid credit products, including the closing of

two U.S. CLOs and two Euro CLOs, and asset-backed finance products, as well as over $4 billion of closed

reinsurance transactions at Fortitude; and

•Positive market activity of $1.9 billion, primarily from an increase in the fair value of our cross-platform credit,

opportunistic credit, and direct lending products.

Offsetting these increases were:

•Outflows of $6.3 billion for the period, which primarily reflected outflows from our liquid credit products and

realizations across the platform, notably in our asset-backed finance products.

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Total AUM was $208.5 billion at September 30, 2025, an increase of 8% compared to $192.4 billion at December 31,

The net increase was due to:

•Inflows of $22.9 billion, which were driven by capital raised in our liquid credit products, including the closing of

four U.S. CLOs and two Euro CLOs, as well as our asset-backed finance, cross-platform credit, aviation, and

opportunistic credit products, and nearly $9 billion of closed reinsurance transactions at Fortitude;

•Positive market activity of $5.0 billion, which primarily reflected an increase in the fair value of our direct lending

and cross-platform credit products, as well as an increase in the fair value of assets covered by the Fortitude strategic

advisory services agreement; and

•Positive foreign exchange activity of $1.2 billion reflecting the translation of our EUR-denominated products to

USD.

Offsetting these increases were:

•Outflows of $13.1 billion for the period, which were primarily in our liquid credit products, with additional activity

reflecting realizations across the platform, notably in our asset-backed finance and aviation products.

Fund Performance Metrics

Fund performance information for certain of our Global Credit funds is included throughout this discussion and analysis

to facilitate an understanding of our results of operations for the periods presented. The fund return information reflected in this

discussion and analysis is not indicative of the performance of The Carlyle Group Inc. and is also not necessarily indicative of

the future performance of any particular fund. An investment in The Carlyle Group Inc. is not an investment in any of our

funds. There can be no assurance that any of our funds or our other existing and future funds will achieve similar returns.

The following table reflects the performance of our significant carry funds in our Global Credit business. Please see “—

Our Global Investment Offerings” for a legend of the fund acronyms listed below.

(Dollars in millions)				TOTAL INVESTMENTS
				As of September 30, 2025
Fund (Fee Initiation Date/Step-down Date)(11)	Committed<br><br>Capital(12)	Cumulative<br><br>Invested<br><br>Capital (1)	Percent<br><br>Invested	Realized<br><br>Value (2)	Remaining<br><br>Fair Value<br><br>(3)	MOIC (4)	Gross IRR<br><br>(5) (8)	Net IRR<br><br>(6) (8)	Net Accrued<br><br>Carry/(Giveback)<br><br>(7)
Global Credit Carry Funds
CCOF III - Levered (Feb 2023 / Oct 2028)	$4,678	$3,558	76%	$589	$3,540	1.2x	NM	NM	$19
CCOF II (Nov 2020 / Mar 2026)	$4,430	$5,846	132%	$3,585	$4,466	1.4x	14%	10%	$121
CCOF I (Nov 2017 / Sep 2022)	$2,373	$3,514	148%	$3,818	$1,253	1.4x	16%	12%	$31
CSP IV (Apr 2016 / Dec 2020)	$2,500	$2,500	100%	$1,667	$1,852	1.4x	10%	5%	$—
CICF II (Mar 2024 / Dec 2029)	$1,379	$265	19%	$35	$259	1.1x	NM	NM	$1
SASOF III (Nov 2014 / n/a)	$833	$991	119%	$1,267	$91	1.4x	19%	12%	$7
All Other Active Funds & Vehicles(9)		$12,464	n/a	$4,302	$11,035	1.2x	11%	9%	$88
Fully Realized Funds & Vehicles(10)(13)		$9,698	n/a	$12,155	$35	1.3x	9%	4%	$—
TOTAL GLOBAL CREDIT CARRY FUNDS		$38,835	n/a	$27,419	$22,530	1.3x	11%	7%	$266

(1)Represents the original cost of investments since the inception of the fund. For CSP IV, reflects amounts net of

investment level recallable proceeds which is adjusted to reflect recyclability of invested capital for the purpose of

calculating the fund MOIC.

(2)Represents all realized proceeds since inception of the fund.

(3)Represents remaining fair value, before management fees, expenses and carried interest, and may include remaining

escrow values for realized investments.

(4)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried

interest, divided by cumulative invested capital.

(5)Gross Internal Rate of Return (“Gross IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, before the impact of

management fees, partnership expenses and carried interest. For fund vintages 2017 and after, Gross IRR includes the

impact of interest expense related to the funding of investments on fund lines of credit. Gross IRR is calculated based

on the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment

cash flows for the fund. Subtotal Gross IRR aggregations for multiple funds are calculated based on actual cash flow

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dates for each fund and represent a theoretical time-weighted return for a Limited Partner who invested sequentially in

each fund.

(6)Net Internal Rate of Return (“Net IRR”) represents an annualized time-weighted return on Limited Partner invested

capital, based on contributions, distributions and unrealized fair value as of the reporting date, after the impact of all

management fees, partnership expenses and carried interest, including current accruals. Net IRR is calculated based on

the timing of Limited Partner cash flows, which may differ to varying degrees from the timing of actual investment cash

flows for the fund. Fund level IRRs are based on aggregate Limited Partner cash flows, and this blended return may

differ from that of individual Limited Partners. As a result, certain funds may generate accrued performance revenues

with a blended Net IRR that is below the preferred return hurdle for that fund. Subtotal Net IRR aggregations for

multiple funds are calculated based on actual cash flow dates for each fund and represent a theoretical time-weighted

return for a Limited Partner who invested sequentially in each fund.

(7)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end.

(8)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful

but is negative as of reporting period end.

(9)Aggregate includes the following funds, as well as all active co-investments, separately managed accounts (SMAs), and

stand-alone investments arranged by us: SASOF IV, SASOF V, CAPF VII, CICF, CAF, CALF, CCOF III - Unlevered,

and CCOF III PSV.

(10)Aggregate includes the following funds, as well as related co-investments, separately managed accounts (SMAs), and

certain other stand-alone investments arranged by us: CSP I, CSP II, CSP III, CEMOF I, CEMOF II, CSC, CMP I,

CMP II, SASOF II, and CASCOF.

(11)The fund step-down date represents the contractual step-down date under the respective fund agreements for funds on

which the fee basis step-down has not yet occurred. Funds without a listed Fee Initiation Date and Step-down Date have

not yet initiated fees.

(12)All amounts shown represent total capital commitments as of September 30, 2025. Certain of our recent vintage funds

are currently in fundraising and total capital commitments are subject to change. Committed capital for CCOF II

excludes $150 million in capital committed by a CCOF II investor to a side vehicle. The CCOF III platform, which

includes CCOF III - Levered, CCOF III - Unlevered, and CCOF III PSV, collectively has $5.7 billion of committed

capital.

(13)Funds are included when all investments have been realized. There may be remaining fair value and net accrued carry

where there are outstanding escrow balances or undistributed proceeds.

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Carlyle AlpInvest

The following table presents our results of operations for our Carlyle AlpInvest segment:

	Three Months Ended<br><br>September 30,		Change		Nine Months Ended<br><br>September 30,		Change
	2025	2024	$	%	2025	2024	$	%
	(Dollars in millions)
Segment Revenues
Fund level fee revenues
Fund management fees	$132.4	$85.1	$47.3	56%	$352.5	$238.7	$113.8	48%
Portfolio advisory and<br><br>transaction fees, net and other	0.2	0.1	0.1	100%	0.2	0.2	—	—%
Fee related performance<br><br>revenues	18.9	7.3	11.6	159%	39.7	10.4	29.3	282%
Total fund level fee revenues	151.5	92.5	59.0	64%	392.4	249.3	143.1	57%
Realized performance revenues	15.5	39.2	(23.7)	(60)%	50.2	82.5	(32.3)	(39)%
Realized principal investment<br><br>income	7.1	1.9	5.2	274%	25.6	3.5	22.1	NM
Interest income	2.1	2.3	(0.2)	(9)%	6.3	5.8	0.5	9%
Total revenues	176.2	135.9	40.3	30%	474.5	341.1	133.4	39%
Segment Expenses
Compensation and benefits
Cash-based compensation and<br><br>benefits	39.3	30.0	9.3	31%	110.8	85.6	25.2	29%
Realized performance revenues<br><br>related compensation	13.7	36.9	(23.2)	(63)%	41.2	73.2	(32.0)	(44)%
Total compensation and<br><br>benefits	53.0	66.9	(13.9)	(21)%	152.0	158.8	(6.8)	(4)%
General, administrative, and other<br><br>indirect expenses	22.6	13.2	9.4	71%	54.3	37.1	17.2	46%
Depreciation and amortization<br><br>expense	2.1	1.8	0.3	17%	6.0	5.0	1.0	20%
Interest expense	3.3	2.9	0.4	14%	9.5	8.7	0.8	9%
Total expenses	81.0	84.8	(3.8)	(4)%	221.8	209.6	12.2	6%
(=) Distributable Earnings	$95.2	$51.1	$44.1	86%	$252.7	$131.5	$121.2	92%
(-) Realized Net Performance<br><br>Revenues	1.8	2.3	(0.5)	(22)%	9.0	9.3	(0.3)	(3)%
(-) Realized Principal Investment<br><br>Income	7.1	1.9	5.2	274%	25.6	3.5	22.1	NM
(+) Net Interest	1.2	0.6	0.6	100%	3.2	2.9	0.3	10%
(=) Fee Related Earnings	$87.5	$47.5	$40.0	84%	$221.3	$121.6	$99.7	82%

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Distributable Earnings

Distributable Earnings increased $44.1 million for the three months ended September 30, 2025, as compared to the three

months ended September 30, 2024, and increased $121.2 million for the nine months ended September 30, 2025, as compared

to the nine months ended September 30, 2024. The following table provides the components of the changes in Distributable

Earnings for the three and nine months ended September 30, 2025:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Distributable Earnings, September 30, 2024	$51.1	$131.5
Increases (decreases):
Increase in fee related earnings	40.0	99.7
Decrease in realized net performance revenues	(0.5)	(0.3)
Increase in realized principal investment income	5.2	22.1
Increase in net interest	(0.6)	(0.3)
Total increase	44.1	121.2
Distributable Earnings, September 30, 2025	$95.2	$252.7

Realized Principal Investment Income. Realized principal investment income increased $5.2 million for the three months

ended September 30, 2025, as compared to the three months ended September 30, 2024. Realized principal investment income

increased $22.1 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30,

2024, primarily driven by our investment in the CAPM funds.

Fee Related Earnings

Fee Related Earnings increased $40.0 million for the three months ended September 30, 2025, as compared to the three

months ended September 30, 2024, and increased $99.7 million for the nine months ended September 30, 2025, as compared to

the nine months ended September 30, 2024. The following table provides the components of the changes in Fee Related

Earnings for the three and nine months ended September 30, 2025:

	Three Months Ended<br><br>September 30,	Nine Months Ended<br><br>September 30,
	2025 v. 2024
	(Dollars in millions)
Fee Related Earnings, September 30, 2024	$47.5	$121.6
Increases (decreases):
Increase in fee revenues	59.0	143.1
Increase in cash-based compensation and benefits	(9.3)	(25.2)
Increase in general, administrative and other indirect expenses	(9.4)	(17.2)
All other changes	(0.3)	(1.0)
Total increase	40.0	99.7
Fee Related Earnings, September 30, 2025	$87.5	$221.3

Fee Revenues. Fee revenues increased $59.0 million for the three months ended September 30, 2025, as compared to the

three months ended September 30, 2024, and increased $143.1 million for the nine months ended September 30, 2025, as

compared to the nine months ended September 30, 2024, driven by an increase in Fund management fees of $47.3 million and

$113.8 million, respectively, and an increase in Fee related performance revenues of $11.6 million and $29.3 million,

respectively. The increase in Fund management fees was primarily driven by the impact of fundraising in our most recent

vintage of secondaries & portfolio finance funds. Fund management fees included catch-up management fees of $31.1 million

and $55.6 million for the three and nine months ended September 30, 2025, respectively, an increase of $24.2 million and

$46.0 million, respectively, relative to the comparable 2024 periods. Fundraising for our most recent vintage of secondaries &

portfolio finance funds concluded in the third quarter and therefore these catch-up management fees will not recur next quarter.

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Our CAPM funds also contributed to the increase in Fund management fees, and drove the increase in Fee related performance

revenues due to its growing capital base and performance.

Cash-based compensation and benefits expense. Cash-based compensation and benefits expense increased $9.3 million

for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, and increased

$25.2 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024,

primarily due to an increase in headcount and an increase in compensation associated with fee related performance revenues.

General, administrative and other indirect expenses. General, administrative and other indirect expenses increased $9.4

million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, and

increased $17.2 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30,

2024, primarily due to higher external fundraising costs.

Fee-earning AUM

Fee-earning AUM is presented below for each period together with the components of change during each respective

period.

	As of September 30,
	2025	2024
Carlyle AlpInvest	(Dollars in millions)
Components of Fee-earning AUM(1)
Fee-earning AUM based on capital commitments	$27,966	$20,485
Fee-earning AUM based on invested capital(2)	8,968	9,205
Fee-earning AUM based on net asset value	17,051	12,383
Fee-earning AUM based on lower of cost or fair market value and other	9,658	8,850
Total Fee-earning AUM	$63,643	$50,923
Annualized Management Fee Rate(3)	0.69%	0.65%

(1)For additional information concerning the components of Fee-earning AUM, see “—Key Financial Measures—Operating Metrics.”

(2)Includes amounts committed to or reserved for certain AlpInvest funds.

(3)Represents annualized fund management fees divided by the average of the beginning of year and each quarter end’s Fee-earning AUM

in the reporting period. Catch-up management fees were excluded in the calculation of the annualized fund management fees.

The table below provides the period to period rollforward of Fee-earning AUM.

	Three Months Ended<br><br>September 30,		Nine Months Ended<br><br>September 30,
	2025	2024	2025	2024
Carlyle AlpInvest	(Dollars in millions)
Fee-earning AUM Rollforward
Balance, Beginning of Period	$59,587	$48,246	$52,139	$45,529
Inflows(1)	4,696	2,257	11,653	6,851
Outflows (including realizations)(2)	(1,102)	(616)	(2,969)	(2,435)
Market Activity & Other(3)	473	358	668	832
Foreign Exchange(4)	(11)	678	2,152	146
Balance, End of Period	$63,643	$50,923	$63,643	$50,923

(1)Inflows represents limited partner capital raised by our carry funds or separately managed accounts for which management fees based

on commitments were activated during the period and the fee-earning commitments invested in vehicles for which management fees are

based on invested capital. Inflows exclude fundraising amounts during the period for which fees have not yet been activated, which are

referenced as Pending Fee-earning AUM.

(2)Outflows represents the impact of realizations from vehicles with management fees based on remaining invested capital at cost or fair

value, changes in basis for funds where the investment period, weighted-average investment period, or commitment fee period has

expired during the period, and reductions for funds that are no longer calling for fees. Distributions for funds earning management fees

based on commitments during the period do not affect Fee-earning AUM.

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(3)Market Activity & Other represents realized and unrealized gains (losses) on portfolio investments in our carry funds based on the

lower of cost or fair value and net asset value.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Fee-earning AUM was $63.6 billion at September 30, 2025, an increase of 7% from $59.6 billion at June 30, 2025. The

net increase was due to:

•Inflows of $4.7 billion, which were driven by fee-paying capital raised and investment activity across all strategies,

notably in our secondaries & portfolio finance, CAPM, and CAPS funds.

Offsetting these increases were:

•Outflows of $1.1 billion, which were driven by realizations in funds, across all strategies, that charge fees on

invested capital.

Fee-earning AUM was $63.6 billion at September 30, 2025, an increase of 22% from $52.1 billion at December 31, 2024.

The net increase was due to:

•Inflows of $11.7 billion, which were driven by fee-paying capital raised and investment activity across all strategies,

notably in our secondaries & portfolio finance funds; and

•Positive foreign exchange activity of $2.2 billion, primarily from the translation of our EUR-denominated funds to

USD.

Offsetting these increases were:

•Outflows of $3.0 billion, which were driven by realizations across all strategies in funds that charge fees on invested

capital.

Fee-earning AUM was $63.6 billion at September 30, 2025, an increase of 25% compared to $50.9 billion at

September 30, 2024. The net increase was due to:

•Inflows of $14.7 billion, which were driven by fee-paying capital raised and investment activity in our secondaries

& portfolio finance and CAPM funds;

•Market appreciation of $1.5 billion, which was driven by certain funds in our secondaries & portfolio finance and

primary strategies, as well as our CAPM funds, in which fees are based on fair value; and

•Positive foreign exchange activity of $0.9 billion, primarily from the translation of our EUR-denominated funds to

USD.

Offsetting these increases were:

•Outflows of $4.4 billion, which reflected realizations across all strategies and step-downs in fee bases in our primary

funds.

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Total AUM

The table below provides the period to period rollforward of Total AUM.

	Three Months Ended<br><br>September 30, 2025	Nine Months Ended<br><br>September 30, 2025
	(Dollars in millions)
Carlyle AlpInvest
Total AUM Rollforward
Balance, Beginning of Period	$96,518	$85,113
Inflows(1)	6,318	15,392
Outflows (including realizations)(2)	(2,715)	(6,346)
Market Activity & Other(3)	2,062	4,279
Foreign Exchange(4)	(48)	3,697
Balance, End of Period	$102,135	$102,135

(1)Inflows reflects the impact of gross fundraising during the period. For funds or vehicles denominated in foreign currencies, this reflects

translation at the average quarterly rate.

(2)Outflows includes distributions in our carry funds, related co-investment vehicles and separately managed accounts, as well as the

expiration of available capital.

(3)Market Activity & Other generally represents realized and unrealized gains (losses) on portfolio investments in our carry funds, related

co-investment vehicles and separately managed accounts, the net impact of fees, expenses and non-investment income, as well as other

changes in AUM.

(4)Foreign Exchange represents the impact of foreign exchange rate fluctuations on the translation of our non-U.S. dollar denominated

funds. Activity during the period is translated at the average rate for the period. Ending balances are translated at the spot rate as of the

period end.

Total AUM was $102.1 billion at September 30, 2025, an increase of 6% compared to $96.5 billion at June 30, 2025. The

net increase was due to:

•Inflows of $6.3 billion, which reflected fundraising across the segment, notably in our secondaries & portfolio

finance, CAPS, and CAPM funds; and

•Market appreciation of $2.1 billion, which was driven by our secondaries & portfolio finance and primary funds.

Offsetting these increases were:

•Outflows of $2.7 billion, predominantly from realizations in our co-investment and secondaries & portfolio finance

strategies.

Total AUM was $102.1 billion at September 30, 2025, an increase of 20% compared to $85.1 billion at December 31,

The net increase was due to:

•Inflows of $15.4 billion, which reflected fundraising across the platform, notably in our secondaries & portfolio

finance and co-investment strategies, as well as the CAPM and CAPS funds;

•Market appreciation of $4.3 billion, which was driven by our secondaries & portfolio finance and co-investment

strategies; and

•Positive foreign exchange activity of $3.7 billion, primarily from the translation of our EUR-denominated funds to

USD.

Offsetting these increases were:

•Outflows of $6.3 billion which reflected realizations across all strategies.

Fund Performance Metrics

The fund return information reflected in this discussion and analysis is not indicative of the performance of The Carlyle

Group Inc. and is also not necessarily indicative of the future performance of any particular fund. An investment in The Carlyle

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Group Inc. is not an investment in any of our funds. There can be no assurance that any of our funds or our other existing and

future funds will achieve similar returns.

The following table reflects the performance of our significant funds in our Carlyle AlpInvest business. We also present

fund performance information for portfolios of investments held by separately managed accounts, generally aggregated either

as invested alongside the relevant commingled fund or over a specified time period.

(Amounts in millions)			TOTAL INVESTMENTS
			As of September 30, 2025
Carlyle AlpInvest (1)(8)	Vintage<br><br>Year	Fund Size	Cumulative<br><br>Invested<br><br>Capital<br><br>(2)(3)	Realized<br><br>Value (3)	Remaining<br><br>Fair Value<br><br>(3)	Total Fair<br><br>Value(3)(4)	MOIC<br><br>(5)	Gross<br><br>IRR<br><br>(6)(10)	Net<br><br>IRR<br><br>(7)(10)	Net Accrued<br><br>Carry/<br><br>(Giveback)<br><br>(12)
			(Reported in Local Currency, in Millions)
Secondaries & Portfolio Finance	2024	$13,422	$5,576	$149	$7,138	$7,287	1.3x	NM	NM	$56
	2020	$6,769	$4,926	$1,993	$5,839	$7,832	1.6x	18%	14%	$118
	2020	€2,027	€1,693	€556	€1,982	€2,537	1.5x	16%	14%	$38
	2017	$3,333	$2,810	$2,791	$1,850	$4,641	1.7x	15%	11%	$59
	2017	€2,817	€2,613	€2,396	€1,796	€4,192	1.6x	13%	12%	$49
	2012	$756	$673	$1,083	$120	$1,203	1.8x	18%	14%	$5
	2012	€3,916	€3,913	€6,797	€457	€7,254	1.9x	21%	19%	$10
	2010	€1,859	€1,929	€3,328	€37	€3,366	1.7x	19%	18%	$—
	2023	$2,227	$707	$255	$609	$864	1.2x	NM	NM	$7
	Various		$2,015	$861	$1,911	$2,772	1.4x	21%	18%	$34
	Various		€4,079	€6,714	€11	€6,725	1.6x	19%	18%	$—
Co-Investments	2023	$4,120	$1,684	$15	$1,926	$1,941	1.2x	NM	NM	$3
	2021	$3,614	$3,458	$417	$4,481	$4,899	1.4x	12%	10%	$48
	2021	$1,079	$1,000	$115	$1,290	$1,405	1.4x	13%	11%	$12
	2017	$1,688	$1,668	$1,425	$1,929	$3,354	2.0x	15%	13%	$60
	2017	€1,452	€1,365	€960	€1,609	€2,569	1.9x	14%	12%	$43
	2014	€1,274	€1,064	€2,280	€436	€2,716	2.6x	24%	22%	$8
	2012	€1,124	€1,011	€2,767	€123	€2,890	2.9x	28%	26%	$1
	2010	€1,475	€1,317	€3,494	€392	€3,886	2.9x	23%	21%	$—
	Various		$4,523	$2,061	$5,699	$7,760	1.7x	16%	15%	$81
	Various		€283	€166	€260	€425	1.5x	33%	31%	$2
	Various		€5,781	€9,895	€7	€9,902	1.7x	15%	13%	$—
Primary Investments	2024	€3,230	€115	€4	€112	€116	1.0x	NM	NM	$—
	2021	€4,535	€1,606	€105	€1,837	€1,942	1.2x	NM	NM	$1
	2018	$3,116	$2,596	$732	$3,156	$3,888	1.5x	15%	14%	$4
	2015	€2,501	€2,447	€2,704	€2,186	€4,891	2.0x	19%	19%	$9
	2012	€5,080	€5,684	€9,415	€3,019	€12,433	2.2x	17%	17%	$11
	2009	€4,877	€5,520	€10,323	€1,736	€12,060	2.2x	17%	17%	$1
	2005	€11,500	€12,821	€21,309	€1,212	€22,522	1.8x	10%	10%	$—
	2003	€4,628	€4,877	€7,762	€135	€7,897	1.6x	10%	9%	$—
	Various		€1,741	€1,748	€227	€1,975	1.1x	3%	2%	$—
	Various		€4,740	€7,728	€20	€7,748	1.6x	12%	11%	$—
TOTAL CARLYLE ALPINVEST ()(11)			$107,582	$129,991	$56,634	$186,625	1.7x	14%	13%	$660

All values are in US Dollars.

(1)Includes private equity and mezzanine primary fund investments, secondary fund investments and co-investments

originated by AlpInvest. Excluded from the performance information shown are: (a) investments that were not originated

by AlpInvest (i.e., AlpInvest did not make the original investment decision or recommendation); (b) Direct Investments,

which was spun off from AlpInvest in 2005; (c) Carlyle AlpInvest Private Markets (“CAPM”); (d) Carlyle AlpInvest

Private Markets Secondaries (“CAPS”); and (e) LP co-investment vehicles managed by AlpInvest. As of September 30,

2025, these excluded portfolios amounted to approximately $15.1 billion of AUM in the aggregate.

(2)Represents the original cost of investments since inception of the fund.

(3)To exclude the impact of FX, all foreign currency cash flows have been converted to the currency representing a majority

of the capital committed to the relevant fund at the reporting period spot rate.

(4)Represents all realized proceeds combined with remaining fair value, before management fees, expenses and carried

interest.

(5)Multiple of invested capital (“MOIC”) represents total fair value, before management fees, expenses and carried interest,

divided by cumulative invested capital.

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(6)Gross Internal Rate of Return (“Gross IRR”) represents the annualized IRR for the period indicated on Limited Partner

invested capital based on investment contributions, distributions and unrealized value of the underlying investments, before

management fees, expenses and carried interest at the AlpInvest level.

(7)Net Internal Rate of Return (“Net IRR”) represents the annualized IRR for the period indicated on Limited Partner invested

capital based on investment contributions, distributions and unrealized value of the underlying investments, after

management fees, expenses and carried interest. Fund level IRRs are based on aggregate Limited Partner cash flows, and

this blended return may differ from that of individual Limited Partners. As a result, certain funds may generate accrued

performance revenues with a blended Net IRR that is below the preferred return hurdle for that fund.

(8)“ASF” stands for AlpInvest Secondaries Fund, “ACF” stands for AlpInvest Co-Investment Fund, and “SMAs” are

Separately Managed Accounts. “ASF - SMAs” and “ACF - SMAs” reflect the aggregated portfolios of investments held by

SMAs within the relevant strategy, which invest alongside the relevant ASF or ACF (as applicable). Strategic SMAs reflect

the aggregated portfolios of co-investments made by SMAs sourced from the SMA investor’s own private equity fund

investment portfolio. Other SMAs reflect the aggregated portfolios of investments within the relevant strategy that began

making investments in the corresponding time periods. Co-Investments SMAs 2014-2016 does not include two SMAs that

started in 2016 but invested a substantial majority alongside ACF VII. These two SMAs have instead been grouped with

ACF VII - SMAs. An SMA may pursue multiple investment strategies and make commitments over multiple years.

(9)Includes ASF VIII - SMAs, ACF IX - SMAs, AlpInvest Atom Fund, AlpInvest Atom Fund II, all mezzanine investment

portfolios, all ‘clean technology’ private equity investment portfolios, all strategic portfolio finance SMAs, all AlpInvest

senior portfolio lending SMAs, and any state-focused investment mandate portfolios.

(10)For funds marked “NM,” IRR may be positive or negative, but is not considered meaningful because of the limited time

since initial investment and early stage of capital deployment. For funds marked “Neg,” IRR is considered meaningful but

is negative as of reporting period end.

(11)For purposes of aggregation, funds that report in foreign currency have been converted to U.S. dollars at the reporting

period spot rate.

(12)Represents the net accrued performance revenue balance/(giveback obligation) as of the current quarter end. Total Net

Accrued Carry excludes net accrued carry which was retained as part of the sale of MRE on April 1, 2021. There was no

net accrued carry balance for MRE as of September 30, 2025.

Liquidity and Capital Resources

Historical Liquidity and Capital Resources

We have historically required limited capital resources to support the working capital and operating needs of our

business. Our management fees have largely covered our operating costs and all realized performance allocations, after

covering the related compensation, are available for distribution to stockholders. Approximately 95% – 97% of all capital

commitments to our funds are provided by our fund investors, with the remaining amount typically funded by Carlyle, our

senior Carlyle professionals, advisors, and other professionals. We may elect to invest additional amounts in funds focused on

new investment areas. We may also invest in or alongside our funds and may transfer those investments to newly developed

products.

Our Sources of Liquidity

We have multiple sources of liquidity to meet our capital needs, including cash on hand, annual cash flows, accumulated

earnings, cash we receive from our notes offerings, and funds from our senior revolving credit facility, which had $1.0 billion

of available capacity as of September 30, 2025. Although we may consider other financings to invest in growing our business,

such as the $800.0 million senior note offering during the quarter ended September 30, 2025, we believe these sources will be

sufficient to fund our capital needs for at least the next twelve months. We believe we will meet longer-term expected future

cash requirements and obligations through a combination of existing cash and cash equivalent balances, cash flow from

operations, accumulated earnings, and amounts available for borrowing from our senior revolving credit facility or other

financings.

Cash and cash equivalents. Cash and cash equivalents were approximately $2.2 billion at September 30, 2025. However,

a portion of this cash is allocated for specific business purposes, including, but not limited to: (i) performance allocations and

incentive fee related cash that has been received but not yet distributed as performance allocations and incentive fee related

compensation and amounts owed to non-controlling interests, (ii) proceeds received from realized investments that are allocable

to non-controlling interests, and (iii) regulatory capital.

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Corporate Treasury Investments. These investments represent investments in U.S. Treasury and government agency

obligations, commercial paper, certificates of deposit, other investment grade securities and other investments with original

maturities of greater than three months when purchased.

After deducting cash amounts allocated to the specific requirements mentioned above, the remaining cash, cash

equivalents, and corporate treasury investments (if any), was approximately $2.1 billion as of September 30, 2025. This

remaining amount will be used towards our primary liquidity needs, as outlined in the next section. This amount does not take

into consideration ordinary course of business payables and reserves for specific business purposes.

Senior Revolving Credit Facility. The capacity under the amended and restated revolving credit facility is $1.0 billion,

which was amended in May 2025 to extend the maturity date from April 29, 2027 to May 29, 2030. The Company’s borrowing

capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill their respective obligations under

the revolving credit facility. Principal amounts outstanding under the amended and restated revolving credit facility accrue

interest, at the option of the borrowers, either (a) at an alternate base rate plus an applicable margin not to exceed 0.50% per

annum, or (b) at SOFR (or similar benchmark rate for non-U.S. dollar borrowings) plus a 0.10% adjustment and an applicable

margin not to exceed 1.50% per annum (5.23% at September 30, 2025). As of September 30, 2025, there were no amounts

outstanding under the senior revolving credit facility.

The senior revolving credit facility is unsecured. We are required to maintain management fee-earning assets (as defined

in the amended and restated senior revolving credit facility) of at least $156.9 billion and a total leverage ratio of less than 4.0 to

1.0, in each case, tested on a quarterly basis. Non-compliance with any of the financial or non-financial covenants without cure

or waiver would constitute an event of default under the senior revolving credit facility. An event of default resulting from a

breach of certain financial or non-financial covenants may result, at the option of the lenders, in an acceleration of the principal

and interest outstanding, and a termination of the senior revolving credit facility. The senior revolving credit facility also

contains other customary events of default, including defaults based on events of bankruptcy and insolvency, nonpayment of

principal, interest or fees when due, breach of specified covenants, change in control, and material inaccuracy of representations

and warranties.

Global Credit Revolving Credit Facility. Certain subsidiaries of the Company are parties to a revolving line of credit,

primarily intended to support certain lending activities within the Global Credit segment. As currently amended, the Global

Credit Revolving Credit Facility provides for a revolving line of credit with a capacity of $300 million, which matures in

September 2027, and a second revolving line of credit with a capacity of $200 million, which the Company amended in August

2025 to extend the maturity date to August 19, 2026.

The Company’s borrowing capacity is subject to the ability of the financial institutions in the banking syndicate to fulfill

their respective obligations under the Global Credit Revolving Credit Facility. Principal amounts outstanding accrue interest at

applicable SOFR or Eurocurrency rates plus an applicable margin of 2.00% or an alternate base rate plus an applicable margin

of 1.00%. As of September 30, 2025, there was no borrowing outstanding under the Global Credit Revolving Credit Facility.

CLO Borrowings. For certain of our CLOs, the Company finances a portion of its investment in the CLOs through the

proceeds received from term loans and other financing arrangements with financial institutions or other financing arrangements.

The Company’s CLO borrowings were $337.0 million at September 30, 2025. The CLO borrowings are secured by the

Company’s investments in the respective CLO, have a general unsecured interest in the Carlyle entity that manages the CLO

and generally do not have recourse to any other Carlyle entity. As of September 30, 2025, $318.3 million of these borrowings

are secured by investments attributable to The Carlyle Group Inc. See Note 6, Borrowings, to the condensed consolidated

financial statements included in this Quarterly Report on Form 10-Q for more information on our CLO borrowings.

Senior Notes. The Company and certain indirect finance subsidiaries of the Company have issued senior notes, on which

interest is payable semi-annually, as discussed below. The senior notes are unsecured and unsubordinated obligations of the

respective subsidiary and are fully and unconditionally guaranteed, jointly and severally, by the Company and each of the

Carlyle Holdings partnerships. The indentures governing each of the senior notes contain customary covenants that, among

other things, limit the issuers’ and the guarantors’ ability, subject to certain exceptions, to incur indebtedness secured by liens

on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets.

The notes also contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in

part, at any time and from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the notes.

If a change of control repurchase event occurs, the notes are subject to repurchase at the repurchase price as set forth in the

notes.

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3.500% Senior Notes. In September 2019, Carlyle Finance Subsidiary L.L.C. issued $425.0 million of 3.500% senior

notes due September 19, 2029 at 99.841% of par.

5.050% Senior Notes. In September 2025, the Company issued $800.0 million of 5.050% senior notes due September 19,

2035 at 99.767% of par.

5.625% Senior Notes. In March 2013, Carlyle Holdings II Finance L.L.C. issued $400.0 million of 5.625% senior notes

due March 30, 2043 at 99.583% of par. In March 2014, an additional $200.0 million of these notes were issued at 104.315% of

par and are treated as a single class with the already outstanding $400.0 million aggregate principal amount of these notes.

5.650% Senior Notes. In September 2018, Carlyle Finance L.L.C. issued $350.0 million of 5.650% senior notes due

September 15, 2048 at 99.914% of par.

Subordinated Notes. In May and June 2021, Carlyle Finance L.L.C. issued $500.0 million aggregate principal amount of

4.625% subordinated notes due May 15, 2061. The Subordinated Notes are unsecured and subordinated obligations of the issuer

and are fully and unconditionally guaranteed, jointly and severally, on a subordinated basis, by the Company, each of the

Carlyle Holdings partnerships, and CG Subsidiary Holdings L.L.C., an indirect subsidiary of the Company. The indentures

governing the Subordinated Notes contain customary covenants that, among other things, limit the issuers’ and the guarantors’

ability, subject to certain exceptions, to incur indebtedness ranking on a parity with the Subordinated Notes or indebtedness

ranking junior to the Subordinated Notes secured by liens on voting stock or profit participating equity interests of their

subsidiaries or merge, consolidate or sell, transfer or lease all or substantially all of their assets. The Subordinated Notes also

contain customary events of default. All or a portion of the notes may be redeemed at our option, in whole or in part, at any

time and from time to time on or after June 15, 2026, prior to their stated maturity, at a redemption price equal to their principal

amount plus any accrued and unpaid interest to, but excluding, the date of redemption. If interest due on the Subordinated Notes

is deemed to no longer be deductible in the U.S., a “Tax Redemption Event,” the Subordinated Notes may be redeemed, in

whole, but not in part, within 120 days of the occurrence of such event at a redemption price equal to their principal amount

plus accrued and unpaid interest to, but excluding, the date of redemption. In addition, the Subordinated Notes may be

redeemed, in whole, but not in part, at any time prior to May 15, 2026, within 90 days of the rating agencies determining that

the Subordinated Notes should no longer receive partial equity treatment pursuant to the rating agency’s criteria, a “rating

agency event,” at a redemption price equal to 102% of their principal amount plus any accrued and unpaid interest to, but

excluding, the date of redemption.

Obligations of CLOs. Loans payable of the Consolidated Funds primarily comprise amounts due to holders of debt

securities issued by the CLOs. We are not liable for any loans payable of the CLOs. Loans payable of the CLOs are

collateralized by the assets held by the CLOs and the assets of one CLO may not be used to satisfy the liabilities of another.

This collateral consists of cash and cash equivalents, corporate loans, corporate bonds and other securities.

Realized Performance Allocation Revenues. Another source of liquidity we may use to meet our capital needs is the

realized performance allocation revenues generated by our investment funds. Performance allocations are generally realized

when an underlying investment is profitably disposed of and the fund’s cumulative returns are in excess of the preferred return.

For certain funds, performance allocations are realized once all invested capital and expenses have been returned to the fund’s

investors and the fund’s cumulative returns are in excess of the preferred return. Incentive fees earned on our CLO vehicles

generally are paid upon the dissolution of such vehicles.

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Our accrued performance allocations by segment as of September 30, 2025, gross and net of accrued giveback

obligations, are set forth below:

	Accrued<br><br>Performance<br><br>Allocations(1)	Accrued<br><br>Giveback<br><br>Obligation	Net Accrued<br><br>Performance<br><br>Revenues
	(Dollars in millions)
Global Private Equity	$4,352.3	$(19.1)	$4,333.2
Global Credit	721.1	(25.5)	695.6
Carlyle AlpInvest	1,882.9	—	1,882.9
Total	$6,956.3	$(44.6)	$6,911.7
Plus: Accrued performance allocations from NGP Carry Funds(2)			341.2
Less: Accrued performance allocation-related compensation			(4,660.2)
Plus: Receivable for giveback obligations from current and former employees			11.5
Less: Deferred taxes on certain foreign accrued performance allocations			(19.9)
Less/Plus: Net accrued performance allocations/giveback obligations attributable to non-controlling interests in<br><br>consolidated entities			(0.4)
Plus: Net accrued performance allocations attributable to Consolidated Funds, eliminated in consolidation			22.6
Net accrued performance revenues before timing differences			2,606.5
Less/Plus: Timing differences between the period when accrued performance allocations/giveback obligations<br><br>are realized and the period they are collected/distributed			23.6
Net accrued performance revenues attributable to The Carlyle Group Inc.			$2,630.1

(1)Accrued incentive fees are excluded from net accrued performance revenues.

(2)Accrued performance allocations from NGP funds are presented as principal equity method investments in the condensed

consolidated balance sheets.

The net accrued performance revenues attributable to The Carlyle Group Inc., excluding realized amounts, related to our

carry funds and our other vehicles as of September 30, 2025, as well as the carry fund appreciation (depreciation), is set forth

below by segment (Dollars in millions):

	Carry Fund Appreciation/(Depreciation)(1)						Net Accrued<br><br>Performance<br><br>Revenues
	Quarter-to-Date		Year-to-Date		Last Twelve<br><br>Months
	Q3 2024	Q3 2025	Q3 2024	Q3 2025	Q3 2024	Q3 2025
Overall Carry Fund Appreciation/(Depreciation)	3%	2%	7%	5%	8%	7%
Global Private Equity:	4%	1%	6%	4%	7%	5%	$1,704.7
Corporate Private Equity	4%	—%	7%	3%	9%	4%	1,295.3
Real Estate	2%	1%	4%	3%	2%	4%	95.7
Infrastructure & Natural Resources	2%	5%	7%	12%	6%	12%	313.7
Global Credit Carry Funds	3%	4%	9%	12%	14%	16%	265.9
Carlyle AlpInvest Carry Funds	2%	2%	6%	5%	8%	8%	659.5
Net Accrued Performance Revenues							$2,630.1

(1)Appreciation/(Depreciation) represents unrealized gain/(loss) for the period on a total return basis before fees and expenses. The

percentage of return is calculated as: ending remaining investment fair market value plus net investment outflow (sales proceeds

minus net purchases) minus beginning remaining investment fair market value divided by beginning remaining investment fair

market value. Amounts are fund only, and do not include coinvestments.

Realized Principal Investment Income. Another source of liquidity we may use to meet our capital needs is the realized

principal investment income generated by our equity method investments and other principal investments. Principal investment

income is realized when we redeem all or a portion of our investment or when we receive or are due cash income, such as

dividends or distributions. Certain of the investments attributable to The Carlyle Group Inc. (excluding certain general partner

interests, certain strategic investments, and investments in certain CLOs) may be sold at our discretion as a source of liquidity.

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Investments as of September 30, 2025 consist of the following:

	Investments in<br><br>Carlyle Funds	Investments<br><br>in NGP(1)	Total
	(Dollars in millions)
Investments, excluding performance allocations	$2,961.9	$597.2	$3,559.1
Less: Amounts attributable to non-controlling interests in consolidated entities	(380.8)	—	(380.8)
Plus: Investments in Consolidated Funds, eliminated in consolidation	898.1	—	898.1
Less: Strategic equity method investments in NGP Management	—	(256.0)	(256.0)
Less: Investment in NGP general partners - accrued performance allocations	—	(341.2)	(341.2)
Total investments attributable to The Carlyle Group Inc.	$3,479.2	$—	$3,479.2

(1)Strategic equity method investment in NGP Management and investments in NGP general partners - accrued performance allocations.

See Note 4, Investments, to our condensed consolidated financial statements.

Our investments as of September 30, 2025 can be further attributed as follows (Dollars in millions):

Investments in Carlyle Funds, excluding CLOs:
Global Private Equity funds(1)	$1,226.5
Global Credit funds(2)	1,280.4
Carlyle AlpInvest funds	428.2
Total investments in Carlyle Funds, excluding CLOs	2,935.1
Investments in CLOs	405.9
Other investments	138.2
Total investments attributable to The Carlyle Group Inc.	3,479.2
CLO loans and other borrowings collateralized by investments attributable to The Carlyle Group Inc.(3)	(318.3)
Total investments attributable to The Carlyle Group Inc., net of CLO loans and other borrowings	$3,160.9

(1)Excludes our strategic equity method investment in NGP Management and investments in NGP general partners - accrued

performance allocations.

(2)Includes the Company’s indirect investment in Fortitude through Carlyle FRL, a Carlyle-affiliated investment fund, as discussed in

Note 4, Investments, to the condensed consolidated financial statements. This investment had a carrying value of $739.5 million as

of September 30, 2025.

(3)Of the $337.0 million in total CLO borrowings as of September 30, 2025 and as disclosed in Note 6, Borrowings, to the condensed

consolidated financial statements, $318.3 million are collateralized by investments attributable to The Carlyle Group Inc. The

remaining $18.7 million in total CLO borrowings are collateralized by investments attributable to non-controlling interests.

Our Liquidity Needs

We generally use our working capital and cash flows to invest in growth initiatives, service our debt, fund the working

capital needs of our business and investment funds and return capital to our common stockholders in the form of dividends or

stock repurchases.

In the future, we expect that our primary liquidity needs will be to:

•provide capital to facilitate the growth of our existing business lines;

•provide capital to facilitate our expansion into new, complementary business lines, including acquisitions;

•pay operating expenses, including compensation and compliance costs and other obligations as they arise;

•fund costs of litigation and contingencies, including related legal costs;

•fund the capital investments in our funds;

•fund capital expenditures;

•repay borrowings and related interest costs and expenses;

•pay earn-outs and contingent cash consideration associated with our acquisitions and strategic investments;

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•pay income taxes, including corporate income taxes;

•pay dividends to our common stockholders in accordance with our dividend policy;

•repurchase our common stock and pay any associated taxes; and

•settle tax withholding obligations in connection with net share settlements of equity-based awards.

Common Stockholder Dividends. Under our dividend policy for our common stock, our intention is to pay dividends to

holders of our common stock in an amount of $0.35 per common share on a quarterly basis ($1.40 annually). For U.S. federal

income tax purposes, any dividends we pay generally will be treated as qualified dividend income (generally taxable to U.S.

individual stockholders at capital gain rates) paid by a domestic corporation to the extent paid out of our current or accumulated

earnings and profits, as determined for U.S. federal income tax purposes, with any excess dividends treated as return of capital

to the extent of the stockholder’s basis. The declaration and payment of dividends to holders of our common stock will be at the

sole discretion of our Board of Directors and in compliance with applicable law, and our dividend policy may be changed at any

time.

With respect to dividend year 2025, the Board of Directors has declared a dividend to common stockholders totaling

$378.9 million, or $1.05 per share, consisting of the following:

Common Stock Dividends - Dividend Year 2025
Quarter	Dividend per<br><br>Common Share	Dividend to Common Stockholders	Payment Date
(Dollars in millions, except per share data)
Q1 2025	$0.35	126.3	May 27, 2025
Q2 2025	0.35	126.5	August 28, 2025
Q3 2025	0.35	126.1	November 19, 2025
Total	$1.05	378.9

All values are in US Dollars.

With respect to dividend year 2024, the Board of Directors declared cumulative dividends to common stockholders

totaling $502.7 million, consisting of the following:

Common Stock Dividends - Dividend Year 2024
Quarter	Dividend per<br><br>Common Share	Dividend to Common Stockholders	Payment Date
(Dollars in millions, except per share data)
Q1 2024	$0.35	125.6	May 21, 2024
Q2 2024	0.35	125.5	August 26, 2024
Q3 2024	0.35	125.2	November 25, 2024
Q4 2024	0.35	126.4	February 28, 2025
Total	$1.40	502.7

All values are in US Dollars.

Dividends to common stockholders paid during the nine months ended September 30, 2025 totaled $379.2 million,

including the amount paid in February 2025 of $0.35 per common share in respect of the fourth quarter of 2024. Dividends to

common stockholders paid during the nine months ended September 30, 2024 totaled $377.8 million, including the amount paid

in March 2024 of $0.35 per common share in respect of the fourth quarter of 2023.

Fund Commitments. Generally, 3% – 5% of all capital commitments to our investment funds are made by Carlyle, our

senior Carlyle professionals, advisors, and other professionals. Carlyle will generally commit up to 1% of capital commitments

related to our carry funds, although we may elect to invest additional amounts in funds focused on new investment areas. We

may, from time to time, exercise our right to purchase additional interests in our investment funds that become available in the

ordinary course of their operations. We expect our senior Carlyle professionals and employees to continue to make significant

capital contributions to our funds based on their existing commitments, and to make capital commitments to future funds

consistent with the level of their historical commitments. We also intend to make investments in our open-end funds and our

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CLO vehicles. Our investments in our European CLO vehicles will comply with the risk retention rules as discussed in “Risk

Retention Rules” later in this section.

A substantial majority of the remaining commitments to our investment funds are expected to be funded by senior Carlyle

professionals, operating executives, and other professionals through our internal co-investment program. Of the $4.0 billion of

unfunded commitments as of September 30, 2025, approximately $3.4 billion is subscribed individually by senior Carlyle

professionals, operating executives, and other professionals, with the balance funded directly by the Company. Approximately

78% of the $4.0 billion of unfunded commitments relate to investment funds in our Global Private Equity segment.

Under the Carlyle Global Capital Markets platform, certain of our subsidiaries may act as an underwriter, syndicator or

placement agent for security offerings and loan originations. We earn fees in connection with these activities and bear the risk

of the sale of such securities and placement of such loans, which may be longer dated. As of September 30, 2025, there were no

material commitments related to the origination and syndication of loans and securities under the Carlyle Global Capital

Markets platform.

Repurchase Program. During the nine months ended September 30, 2025, we paid an aggregate of $225.0 million to

repurchase and retire approximately 4.2 million shares of common stock. In addition, during the nine months ended September

30, 2025, we paid an aggregate of $257.8 million and retired 4.6 million shares of common stock to settle tax withholding

obligations in connection with net share settlements of equity-based awards, for a total of $482.8 million for approximately 8.9

million shares repurchased or withheld this year. As of September 30, 2025, $0.4 billion of repurchase capacity remained under

the share repurchase program, which reflects the cost of common shares repurchased as well as shares settled for tax

withholding payments made by the Company related to the net share settlement of equity-based awards. For further information

on our repurchase program, see Note 13, Equity, to the condensed consolidated financial statements included in this Quarterly

Report on Form 10-Q.

Cash Flows

The significant captions and amounts from our condensed consolidated statements of cash flows, which include the

effects of our Consolidated Funds and CLOs in accordance with U.S. GAAP, are summarized below.

	Nine Months Ended September 30,
	2025	2024
	(Dollars in millions)
Statements of Cash Flows Data
Net cash used in operating activities	$(2,080.4)	$(406.7)
Net cash used in investing activities	(57.4)	(50.9)
Net cash provided by financing activities	3,015.4	370.7
Effect of foreign exchange rate changes	82.3	23.7
Net change in cash, cash equivalents and restricted cash	$959.9	$(63.2)

Net cash used in operating activities. Net cash used in operating activities includes the investment activity of our

Consolidated Funds. Excluding this activity, net cash used in operating activities was primarily driven by our earnings in the

respective periods after adjusting for significant non-cash activity, including non-cash performance allocations and incentive

fees, the related non-cash performance allocations and incentive fee related compensation, non-cash equity-based

compensation, and depreciation, amortization and impairments, all of which are included in earnings. Operating cash inflows

primarily include the receipt of management fees, realized performance allocations and incentive fees, while operating cash

outflows primarily include payments for operating expenses, including compensation and general, administrative and other

expenses.

Cash flows provided by operating activities during the nine months ended September 30, 2025 and 2024, excluding the

activities of our Consolidated Funds, were $972.1 million and $867.3 million, respectively. During the nine months ended

September 30, 2025 and 2024, operating cash inflows primarily included the receipt of management fees and realized

performance allocations and incentive fees, totaling approximately $2.7 billion and $2.8 billion, respectively. These inflows

were offset by payments for compensation and general, administrative and other expenses of approximately $2.0 billion and

$2.0 billion for the nine months ended September 30, 2025 and 2024, respectively, which includes payment of 2024 and 2023

year-end bonuses paid in January 2025 and 2024, respectively.

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Cash used to purchase investments, as well as the proceeds from the sale of such investments, are also reflected in our

operating activities as investments are a normal part of our operating activities. During the nine months ended September 30,

2025, investment proceeds were $664.0 million as compared to investment purchases of $251.1 million. During the nine

months ended September 30, 2024, investment proceeds were $333.3 million as compared to investment purchases of $213.8

million, which included a $115.1 million deferred consideration payment related to our investment in Fortitude.

The net cash provided by operating activities for the nine months ended September 30, 2025 and 2024 also reflects the

investment activity of our Consolidated Funds. For the nine months ended September 30, 2025, purchases of investments by the

Consolidated Funds were $9.0 billion, while proceeds from the sales and settlements of investments by the Consolidated Funds

were $5.2 billion. For the nine months ended September 30, 2024, purchases of investments by the Consolidated Funds were

$5.0 billion, while proceeds from the sales and settlements of investments by the Consolidated Funds were $3.7 billion.

Net cash used in investing activities. Our investing activities generally reflect cash used for fixed assets, software for

internal use, and corporate treasury investments. For the nine months ended September 30, 2025 and 2024, cash used in

investing activities principally reflects purchases of fixed assets of $57.4 million and $51.0 million, respectively.

Net cash provided by financing activities. Excluding the activities of our Consolidated Funds, net cash provided by (used

in) financing activities during the nine months ended September 30, 2025 and 2024 was $6.1 million and $(888.6) million,

respectively. During the nine months ended September 30, 2025, we issued $800.0 million of 5.050% senior notes due 2035,

and we made no borrowings or repayments under the revolving credit facilities. During the nine months ended September 30,

2024, we borrowed and subsequently repaid an aggregate of $10.4 million under the Global Credit Revolving Credit Facility.

Dividends paid to our common stockholders were $379.2 million and $377.8 million for the nine months ended

September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, we paid $482.8 million

and $478.8 million, respectively, to repurchase and retire 8.9 million and 10.9 million shares, respectively, which included

shares retired in connection with the net share settlement of equity-based awards. During the nine months ended September 30,

2024, we paid $68.8 million in January 2024, representing the final annual installment of the deferred consideration payable to

former Carlyle Holdings unitholders in connection with the Conversion. For more information, see Note 9 to the consolidated

financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The net borrowings (payments) on loans payable by our Consolidated Funds during the nine months ended September 30,

2025 and 2024 were $2,755.1 million and $1,220.5 million, respectively. Contributions from non-controlling interest holders

were $599.1 million and $219.2 million for the nine months ended September 30, 2025 and 2024, respectively, which relate

primarily to contributions from the non-controlling interest holders in Consolidated Funds. For the nine months ended

September 30, 2025 and 2024, distributions to non-controlling interest holders were $308.1 million and $73.0 million,

respectively, which relate primarily to distributions to the non-controlling interest holders in Consolidated Funds.

Our Balance Sheet

Total assets were $27.1 billion at September 30, 2025, an increase of $4.0 billion compared to December 31, 2024,

primarily attributable to an increase in Investments in Consolidated Funds of $3.3 billion and an increase in Cash and cash

equivalents of $1.0 billion, partially offset by a decrease in Investments, including Performance allocations of $0.4 billion. The

decrease in Investments, including Performance allocations was primarily attributable to a decrease in Accrued performance

allocations, primarily driven by depreciation in CAP V and CP VII, as well as the impact of realizations in CPP II, partially

offset by appreciation in our AlpInvest funds and CP VIII. Refer to “—Cash Flows” in Part I, Item 2 of this Quarterly Report

on Form 10-Q for details on the increase in Cash and cash equivalents.

Total liabilities were $20.2 billion at September 30, 2025, an increase of $3.5 billion from December 31, 2024. The

increase in liabilities was primarily attributable to an increase in Loans payable of Consolidated Funds of $2.3 billion, an

increase in Debt obligations of $0.8 billion, an increase in Other liabilities of Consolidated Funds of $0.3 billion, and an

increase in Deferred revenue of $0.2 billion, partially offset by a decrease in Accrued compensation and benefits of $0.2 billion.

The increase in Debt obligations was driven by our issuance of $800.0 million of 5.050% senior notes due 2035 during the third

quarter of 2025. The increase in Deferred revenue was driven by the receipt of management fees not yet recognized as revenue.

The decrease in Accrued compensation and benefits was primarily attributable to a decrease in Accrued performance

allocations, on which Accrued performance allocations and incentive fee related compensation is based, and the payment of

year-end bonuses.

The assets and liabilities of the Consolidated Funds are generally held within separate legal entities and, as a result, the

assets of the Consolidated Funds are not available to meet our liquidity requirements and similarly the liabilities of the

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Consolidated Funds are non-recourse to us. In addition, as previously discussed, the CLO term loans generally are secured by

the Company’s investment in the CLO, have a general unsecured interest in the Carlyle entity that manages the CLO, and do

not have recourse to any other Carlyle entity. The number of funds that we consolidate fluctuates period to period. In general,

the number of funds we are required to consolidate has been increasing as a result of the impacts of capital from our balance

sheet invested in new products and our indirect interest in funds through our indirect investment in Fortitude.

Our balance sheet without the effect of the Consolidated Funds can be seen in Note 17, Supplemental Financial

Information, to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. At

September 30, 2025, our total assets without the effect of the Consolidated Funds were $15.9 billion, including cash and cash

equivalents of $2.2 billion and net accrued performance revenues of $2.6 billion.

Unconsolidated Entities

Certain of our funds have entered into lines of credit secured by their investors’ unpaid capital commitments or by a

pledge of the equity of the underlying investment. These lines of credit are used primarily to reduce the overall number of

capital calls to investors or for working capital needs. In certain instances, however, they may be used for other investment

related activities, including serving as bridge financing for investments. The degree of leverage employed varies among our

funds.

Off-balance Sheet Arrangements

In the normal course of business, we enter into various off-balance sheet arrangements including sponsoring and owning

limited or general partner interests in consolidated and non-consolidated funds, entering into derivative transactions, and

entering into guarantee arrangements. We also have ongoing capital commitment arrangements with certain of our consolidated

and non-consolidated funds. We do not have any other off-balance sheet arrangements that would require us to fund losses or

guarantee target returns to investors in any of our other investment funds.

For further information regarding our off-balance sheet arrangements, see Note 2, Summary of Significant Accounting

Policies, and Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in this

Quarterly Report on Form 10-Q.

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Contractual Obligations

The following table sets forth information relating to our contractual obligations as of September 30, 2025 on a

consolidated basis and on a basis excluding the obligations of the Consolidated Funds:

	Oct. 1, 2025 to<br><br>Dec. 31, 2025	2026-2027	2028-2029	Thereafter	Total
	(Dollars in millions)
Debt obligations(1)	$8.2	$115.4	$522.1	$2,368.6	$3,014.3
Interest payable(2)	37.4	291.0	277.7	1,780.1	2,386.2
Other consideration(3)	3.7	36.0	27.6	—	67.3
Operating lease obligations(4)	18.4	149.6	146.6	255.6	570.2
Capital commitments to Carlyle funds(5)	4,062.1	—	—	—	4,062.1
Tax receivable agreement payments(6)	—	11.0	12.6	48.0	71.6
Loans payable of Consolidated Funds(7)	100.3	796.2	797.2	10,904.6	12,598.3
Unfunded commitments of the CLOs(8)	13.7	—	—	—	13.7
Consolidated contractual obligations	4,243.8	1,399.2	1,783.8	15,356.9	22,783.7
Loans payable of Consolidated Funds(7)	(100.3)	(796.2)	(797.2)	(10,904.6)	(12,598.3)
Capital commitments to Carlyle funds(5)	(3,388.1)	—	—	—	(3,388.1)
Unfunded commitments of the CLOs(8)	(13.7)	—	—	—	(13.7)
Carlyle Operating Entities contractual obligations	$741.7	$603.0	$986.6	$4,452.3	$6,783.6

(1)The table above assumes that no prepayments are made on the senior and subordinated notes and that the outstanding balances, if any, on the senior

credit facility and Global Credit Revolving Credit Facility are repaid on the maturity dates of credit facilities. The CLO term loans are included in the

table above based on the earlier of the stated maturity date or the date the CLO is expected to be dissolved. See Note 6, Borrowings, to the condensed

consolidated financial statements for the various maturity dates of our borrowings.

(2)The interest rates on the debt obligations as of September 30, 2025 consist of: 3.500% on $425.0 million of senior notes, 5.050% on $800.0 million of

senior notes, 5.650% on $350.0 million of senior notes, 5.625% on $600.0 million of senior notes, 4.625% on $500.0 million of subordinated notes,

and a range of approximately 3.56% to 10.12% for our CLO term loans. Interest payments assume that no prepayments are made and loans are held

until maturity with the exception of the CLO term loans, which are based on the earlier of the stated maturity date or the date the CLO is expected to be

dissolved.

(3)These obligations represent our estimate of amounts to be paid on the contingent cash obligations associated with our acquisition of Abingworth. The

payment obligations are unsecured obligations of the Company or a subsidiary thereof, subordinated in right of payment to indebtedness of the

Company and its subsidiaries, and do not bear interest.

(4)We lease office space in various countries around the world, including our largest offices in Washington, D.C., New York City, London, Amsterdam,

and Hong Kong, which have non-cancelable lease agreements expiring in various years through 2036. The amounts in this table represent the minimum

lease payments required over the term of the lease.

(5)These obligations generally represent commitments by us to fund a portion of the purchase price paid for each investment made by our funds. These

amounts are generally due on demand and are therefore presented in the less than one year category. A substantial majority of these investments is

expected to be funded by senior Carlyle professionals and other professionals through our internal co-investment program. Of the $4.0 billion of

unfunded commitments to the funds, approximately $3.4 billion is subscribed individually by senior Carlyle professionals, advisors and other

professionals, with the balance funded directly by the Company. Additionally, these obligations include accrued giveback that has been realized but not

yet paid to the respective funds, a portion of which is payable by current and former senior Carlyle professionals.

(6)In connection with our initial public offering, we entered into a tax receivable agreement with the limited partners of the Carlyle Holdings partnerships

whereby we agreed to pay such limited partners 85% of the amount of cash tax savings, if any, in U.S. federal, state and local income tax realized as a

result of increases in tax basis resulting from exchanges of Carlyle Holdings partnership units for common units of The Carlyle Group L.P. From and

after the consummation of the Conversion, former holders of Carlyle Holdings partnership units do not have any rights to payments under the tax

receivable agreement except for payment obligations pre-existing at the time of the Conversion with respect to exchanges that occurred prior to the

Conversion. These obligations are more than offset by the future cash tax savings that we are expected to realize.

(7)These obligations represent amounts due to holders of debt securities issued by the consolidated CLO vehicles. These obligations include interest to be

paid on debt securities issued by the consolidated CLO vehicles. Interest payments assume that no prepayments are made and loans are held until

maturity. For debt securities with rights only to the residual value of the CLO and no stated interest, no interest payments were included in this

calculation. Interest payments on variable-rate debt securities are based on interest rates in effect as of September 30, 2025, at spreads to market rates

pursuant to the debt agreements, and range from 1.65% to 11.83%.

(8)These obligations represent commitments of the CLOs to fund certain investments. These amounts are generally due on demand and are therefore

presented in the less than one year category.

Excluded from the table above are liabilities for uncertain tax positions of $36.7 million at September 30, 2025 as we are

unable to estimate when such amounts may be paid.

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Contingent Cash Payments For Business Acquisitions and Strategic Investments

We have certain contingent cash obligations associated with our acquisition of Abingworth, which are accounted for as

compensation expense, and are accrued over the service period. If earned, payments are made in the quarter following the

performance year to which the payments relate. The contingent cash obligations relate to future incentive payments of up to

$130.0 million that are payable upon the achievement of certain performance targets during 2025 through 2028, which is the

maximum amount that could be paid as of September 30, 2025. Through September 30, 2025, we paid $2.7 million related to

these contingent obligations.

In connection with our acquisition of Carlyle Aviation Partners, we had contingent cash payments related to an earn-out

of up to $150.0 million that were payable upon the achievement of certain revenue and earnings performance targets during

2020 through 2025. We previously entered into a termination and settlement agreement with respect to the earn-out and made a

final payment of $1.0 million during the first quarter of 2025 for total earn-out payments of $124.7 million.

Risk Retention Rules

We will continue to comply with the risk retention rules governing CLOs issued in Europe for which we are a sponsor,

which require a combination of capital from our balance sheet, commitments from senior Carlyle professionals and/or third-

party financing.

Guarantees

See Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included in this

Quarterly Report on Form 10-Q for information related to all of our material guarantees.

Indemnifications

In many of our service contracts, we agree to indemnify the third-party service provider under certain circumstances. The

terms of the indemnities vary from contract to contract, and the amount of indemnification liability, if any, cannot be

determined and has not been included in the table above or recorded in our condensed consolidated financial statements as of

September 30, 2025. See Note 8, Commitments and Contingencies, to the condensed consolidated financial statements included

in this Quarterly Report on Form 10-Q for information related to indemnifications.

Contingent Obligations (Giveback)

Carried interest is ultimately realized when: (1) an underlying investment is profitably disposed of, (2) certain costs borne

by the limited partner investors have been reimbursed, (3) the fund’s cumulative returns are in excess of the preferred return,

and (4) we have decided to collect carry rather than return additional capital to limited partner investors. Realized carried

interest may be required to be returned by us in future periods if the fund’s investment values decline below certain levels.

When the fair value of a fund’s investments remains constant or falls below certain return hurdles, previously recognized

performance allocations are reversed. See Note 8, Commitments and Contingencies, to the condensed consolidated financial

statements included in this Quarterly Report on Form 10-Q for additional information related to our contingent obligations

(giveback).

Other Contingencies

In the ordinary course of business, we are a party to litigation, investigations, inquiries, employment-related matters,

disputes and other potential claims. We discuss certain of these matters in Note 8, Commitments and Contingencies, to the

condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

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Carlyle Common Stock

A rollforward of our common stock outstanding for the nine months ended September 30, 2025 is as follows:

	Nine Months Ended<br><br>September 30,
	2025
Balance, beginning of period	357,183,632
Shares issued	7,189,022
Shares repurchased/retired	(4,236,146)
Balance, end of period	360,136,508

Shares of The Carlyle Group Inc. common stock issued during the nine months ended September 30, 2025 relate to the

vesting of the Company’s restricted stock units and shares issued and delivered in connection with our equity method

investment in NGP. Shares of The Carlyle Group Inc. common stock repurchased during the nine months ended September 30,

2025 relate to shares repurchased and subsequently retired as part of our share repurchase programs. Shares of The Carlyle

Group Inc. common stock issued and repurchased/retired during the nine months ended September 30, 2025 include shares

retired as part of the net share settlement of equity-based awards.

The total shares as of September 30, 2025 as shown above exclude approximately 0.3 million net common shares,

representing the vesting of restricted stock units subsequent to September 30, 2025 that will participate in the common

shareholder dividend that will be paid on November 19, 2025.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires our

management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses,

and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information,

information currently available to us and on various other assumptions management believes to be reasonable under the

circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future

evaluations. Changes in these estimates and assumptions may have a material effect on our results of operations and financial

condition.

Other than the Restructuring as discussed in Note 4, Investments, which resulted in the impairment of our investment in

NGP, there have been no material changes in the critical accounting estimates since those discussed in our Annual Report on

Form 10-K for the year ended December 31, 2024.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Our primary exposure to market risk is related to our role as general partner or investment advisor to our investment

funds and the sensitivities to movements in the fair value of their investments, including the effect on management fees,

incentive fees and investment income, including performance allocations. Although our investment funds share many common

themes, each of our asset management asset classes runs its own investment and risk management processes, subject to our

overall risk tolerance and philosophy. The investment process of our investment funds involves a comprehensive due diligence

approach, including review of reputation of shareholders and management, company size and sensitivity of cash flow

generation, business sector and competitive risks, portfolio fit, exit risks and other key factors highlighted by the deal team. Key

investment decisions are generally subject to approval by both the fund-level managing directors, as well as the investment

committee, which generally comprises one or more of the three founding partners as well as senior investment professionals.

Once an investment in a portfolio company has been made, our fund teams closely monitor the performance of the portfolio

company, generally through frequent contact with management and the receipt of financial and management reports.

There was no material change in our market risks during the nine months ended September 30, 2025. For additional

information, refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

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Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be

disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,

including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding

required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its

judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any

disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and

there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any

controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of

achieving the desired control objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated

the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by

this report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial

officer concluded that, as of the end of the period covered by this report, the design and operation of our disclosure controls and

procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)

under the Exchange Act) during the fiscal quarter ended September 30, 2025 that have materially affected, or that are

reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information required with respect to this item can be found under “Legal Matters” in Note 8, Commitments and

Contingencies, of the notes to the Company’s condensed consolidated financial statements contained in this Quarterly Report

on Form 10-Q, and such information is incorporated by reference into this Item 1.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the information under Item 1A. “Risk Factors” in our Annual

Report on Form 10-K for the year ended December 31, 2024.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth repurchases of our common stock during the three months ended September 30, 2025 for

the periods indicated. During the three months ended September 30, 2025, 1.6 million shares were repurchased. In addition, 1.7

million shares were retired in connection with the net share settlement of equity-based awards, which are not included in the

table below.

Period	(a) Total number of<br><br>shares<br><br>purchased	(b) Average<br><br>price paid per<br><br>share	(c) Total number of<br><br>shares purchased as<br><br>part of publicly<br><br>announced plans or<br><br>programs	(d) Maximum number (or<br><br>approximate dollar value)<br><br>of shares that may yet be<br><br>purchased under the plans<br><br>or programs (3)
	(Dollars in millions, except share and per share data)
July 1, 2025 to July 31, 2025 (1)	—	$—	—	$879.3
August 1, 2025 to August 31, 2025 (1)(2)	1,101,099	$63.69	1,101,099	$809.2
September 1, 2025 to September 30, 2025<br><br>(1)(2)	467,300	$63.93	467,300	$779.3
Total	1,568,399		1,568,399

(1)The Board of Directors reset the total repurchase authorization of our previously approved share repurchase program to $1.4 billion

in shares of our common stock, effective as of February 6, 2024. Under the share repurchase program, shares of our common stock

may be repurchased from time to time in open market transactions, in privately negotiated transactions, or otherwise, including

through Rule 10b5-1 plans. The timing and actual number of shares of common stock repurchased will depend on a variety of

factors, including legal requirements and price, economic, and market conditions. In addition to the repurchase of common stock,

the repurchase program is used for the payment of tax withholding amounts upon net share settlement of equity-based awards

granted pursuant to our Equity Incentive Plan or otherwise based on the value of shares withheld that would have otherwise been

issued to the award holder. The repurchase program may be suspended or discontinued at any time and does not have a specified

expiration date.

(2)Reflects shares purchased in open market and brokered transactions, which were subsequently retired.

(3)The remaining repurchase authorization was $369.3 million as of September 30, 2025 when factoring in the net share settlement of

equity-based awards.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of The Carlyle Group Inc. (incorporated by reference to<br><br>Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 2, 2023).
3.2	Bylaws of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.3 to the Registrant ’s Current Report on<br><br>Form 8-K filed with the SEC on January 2, 2020).
4.1	Base Indenture dated as of September 19, 2025 among The Carlyle Group Inc., the Guarantors named therein and<br><br>The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the<br><br>Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2025).
4.2	First Supplemental Indenture dated as of September 19, 2025 among The Carlyle Group Inc., the Guarantors<br><br>named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to<br><br>Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 19, 2025).
4.3	Form of 5.050% Senior Note due 2035 (included in Exhibit 4.2 to the Registrant’s Current Report on Form 8-K<br><br>filed with the SEC on September 19, 2025).
10.1*	Revolving Credit Agreement, dated as of December 17, 2018, as amended by Amendment No. 1 on December 16,<br><br>2019, Amendment No. 2 on December 15, 2020, Amendment No. 3 on September 1, 2021, Amendment No. 4 on<br><br>January 25, 2022, Amendment No. 5 on August 23, 2023, Amendment No. 6 on August 21, 2024, and Amendment<br><br>No. 7 on August 20, 2025, among TCG Capital Markets L.L.C. and TCG Senior Funding L.L.C., as Borrowers, the<br><br>Lenders party hereto, and Mizuho Bank, Ltd., as Administrative Agent, and Mizuho Bank, Ltd., as Sole Lead<br><br>Arranger and Sole Bookrunner.
22*	Senior and Subordinated Notes, Issuers, and Guarantors.
31.1*	Certification of the principal executive officer pursuant to Rule 13a – 14(a).
31.2*	Certification of the principal financial officer pursuant to Rule 13a – 14(a).
32.1**	Certification of the principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to<br><br>Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of the principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to<br><br>Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document - the Instance Document does not appear in the Interactive Data File because its<br><br>XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	The cover page from The Carlyle Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended<br><br>September 30, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachments).	*	Filed herewith.
---	---
**	Furnished herewith.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or

other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely

on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents

were made solely within the specific context of the relevant agreement or document and may not describe the actual state of

affairs as of the date they were made or at any other time.

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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 thereunto duly authorized.

	The Carlyle Group Inc.
Date: November 7, 2025	By:	/s/ John C. Redett
	Name:	John C. Redett
	Title:	Chief Financial Officer
		(Principal Financial Officer and<br><br>Authorized Officer)

CG 2025.09.30 EXHIBIT 10.1 Exhibit 10.1

$500,000,000

REVOLVING CREDIT AGREEMENT

Dated as of December 17, 2018

as amended by

Amendment No. 1 on December 16, 2019,

Amendment No. 2 on December 15, 2020,

Amendment No. 3 on September 1, 2021,

Amendment No. 4 on January 25, 2022,

Amendment No. 5 on August 23, 2023,

Amendment No. 6 on August 21, 2024, and

Amendment No. 7 on August 20, 2025

Among

TCG CAPITAL MARKETS L.L.C.

TCG SENIOR FUNDING L.L.C.

as Borrowers,

THE LENDERS PARTY HERETO

and

MIZUHO BANK, LTD.,

as Administrative Agent

MIZUHO BANK, LTD.,

as Sole Lead Arranger and Sole Bookrunner

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Page

ARTICLE I<br><br>DEFINITIONS
SECTION 1.01Defined Terms ........................................................................................................................	5
SECTION 1.02Terms Generally .....................................................................................................................	25
SECTION 1.03Accounting Terms; GAAP; Calculation of Debt to Equity Ratio ..........................................	25
SECTION 1.04Divisions .................................................................................................................................	26
ARTICLE II<br><br>THE COMMITMENTS
SECTION 2.01The Loans ...............................................................................................................................	26
SECTION 2.02Letter of Credit Facility ..........................................................................................................	28
SECTION 2.03Fees .........................................................................................................................................	31
SECTION 2.04Changes of Commitments ......................................................................................................	32
SECTION 2.05Concerning Several and Not Joint Liability of the Borrowers ...............................................	33
SECTION 2.06Reserved .................................................................................................................................	33
SECTION 2.07Benchmark Replacement Rate Setting ...................................................................................	33
ARTICLE III<br><br>PAYMENTS
SECTION 3.01Repayment ..............................................................................................................................	39
SECTION 3.02Interest ....................................................................................................................................	39
SECTION 3.03[Reserved] ...............................................................................................................................	40
SECTION 3.04Interest Rate Determinations ..................................................................................................	40
SECTION 3.05Voluntary Conversion or Continuation of Loans ...................................................................	40
SECTION 3.06Prepayments of Loans ............................................................................................................	41
SECTION 3.07Payments; Computations; Etc. ................................................................................................	41
SECTION 3.08Sharing of Payments, Etc. .......................................................................................................	43
SECTION 3.09Increased Costs .......................................................................................................................	44
SECTION 3.10Illegality ..................................................................................................................................	45
SECTION 3.11Taxes .......................................................................................................................................	45
SECTION 3.12Break Funding Payments ........................................................................................................	47
SECTION 3.13Mitigation Obligations; Replacement of Lenders ...................................................................	47
SECTION 3.14Defaulting Lenders .................................................................................................................	48
ARTICLE IV<br><br>CONDITIONS PRECEDENT
SECTION 4.01Closing Conditions .................................................................................................................	50

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SECTION 4.02Conditions Precedent to Each Borrowing and Issuance .........................................................	52
ARTICLE V<br><br>REPRESENTATIONS AND WARRANTIES
SECTION 5.01Representations and Warranties .............................................................................................	52
ARTICLE VI<br><br>COVENANTS
SECTION 6.01Affirmative Covenants ...........................................................................................................	55
SECTION 6.02Negative Covenants ................................................................................................................	59
SECTION 6.03Financial Covenant .................................................................................................................	64
ARTICLE VII<br><br>EVENTS OF DEFAULT
SECTION 7.01Events of Default ....................................................................................................................	64
SECTION 7.02Investors’ Right to Cure .........................................................................................................	66
ARTICLE VIII<br><br>THE ADMINISTRATIVE AGENT
SECTION 8.01Appointment and Authority ....................................................................................................	67
SECTION 8.02Rights as a Lender ..................................................................................................................	67
SECTION 8.03Exculpatory Provisions ...........................................................................................................	68
SECTION 8.04Reliance by Administrative Agent .........................................................................................	68
SECTION 8.05Delegation of Duties ...............................................................................................................	69
SECTION 8.06Resignation of Administrative Agent .....................................................................................	69
SECTION 8.07Non-Reliance on Administrative Agent and Other Lenders ...................................................	69
SECTION 8.08Administrative Agent Indemnification ...................................................................................	69
SECTION 8.09No Other Duties; Etc. .............................................................................................................	70
ARTICLE IX<br><br>MISCELLANEOUS
SECTION 9.01Amendments, Etc. ...................................................................................................................	70
SECTION 9.02Notices, the Borrowers as Administrative Borrowers, Etc. ....................................................	71
SECTION 9.03No Waiver; Remedies; Setoff .................................................................................................	73
SECTION 9.04Expenses; Indemnity; Damage Waiver ..................................................................................	73
SECTION 9.05Binding Effect, Successors and Assigns .................................................................................	75
SECTION 9.06Assignments and Participations ..............................................................................................	75
SECTION 9.07GOVERNING LAW; JURISDICTION; ETC. ..................................................................	78
SECTION 9.08Severability .............................................................................................................................	78
SECTION 9.09Counterparts; Effectiveness; Execution ..................................................................................	78

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SECTION 9.10Survival ...................................................................................................................................	79
SECTION 9.11Waiver of Jury Trial ...............................................................................................................	79
SECTION 9.12Confidentiality ........................................................................................................................	79
SECTION 9.13No Fiduciary Relationship ......................................................................................................	79
SECTION 9.14Headings .................................................................................................................................	80
SECTION 9.15USA PATRIOT Act ................................................................................................................	80
SECTION 9.16Judgment Currency .................................................................................................................	80
SECTION 9.17European Monetary Union .....................................................................................................	81
SECTION 9.18Acknowledgement Regarding Any Supported QFCs .............................................................	82

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ANNEXES

Annex AConcentration Percentages

SCHEDULES

Schedule I Lenders and Commitments

EXHIBITS

Exhibit A Form of Note

Exhibit BForm of Guarantee and Security Agreement

Exhibit CForm of Notice of Borrowing

Exhibit DForm of Assignment and Assumption

Exhibit E-1Form of Tax Statement for Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income

Tax Purposes

Exhibit E-2Form of Tax Statement for Non-U.S. Participants That Are Not Partnerships For U.S. Federal

Income Tax Purposes

Exhibit E-3Form of Tax Statement for Non-U.S. Participants That Are Partnerships For U.S. Federal Income

Tax Purposes

Exhibit E-4Form of Tax Statement for Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax

Purposes

Exhibit FForm of Trial Balances

REVOLVING CREDIT AGREEMENT dated as of December 17, 2018 (as amended or otherwise

modified from time to time, this “Agreement”) among TCG Capital Markets L.L.C., a Delaware limited liability

company (as a “Borrower”, and “TCG”), TCG Senior Funding L.L.C., a Delaware limited liability company (as a

“Borrower” and “TCG SF”, and together with TCG, the “Borrowers”), each of the Lenders (as defined below), and

MIZUHO BANK, LTD, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrowers have requested the Lenders to extend credit in the form of Loans at any time

and from time to time prior to the 2027 Termination Date in an aggregate principal amount at any time outstanding

not in excess of the Aggregate Facility Amount.

WHEREAS, the Borrowers have requested the Issuing Lenders to issue letters of credit in an aggregate face

amount at any time outstanding not in excess of $100,000,000.

NOW, THEREFORE, the Lenders are willing to extend to the Borrowers, and the Issuing Lenders are

willing to issue letters of credit for the account of Borrowers, in each case, on the terms and subject to the conditions

set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01Defined Terms. As used in this Agreement, the following terms shall have the following

respective meanings:

“2026 Availability Period” means the period from and including the Business Day following the

Amendment No. 7 Effective Date to but excluding the earlier of the 2026 Termination Date and the date of

termination of the 2026 Tranche Commitments in accordance with the terms hereof.

“2026 Termination Date” means August 19, 2026, provided that if such date is not a Business Day, the

2026 Termination Date shall be the immediately preceding Business Day.

“2026 Tranche Commitment” means, with respect to each 2026 Tranche Lender, the commitment of such

2026 Tranche Lender to make 2026 Tranche Revolving Loans to the Borrowers under Section 2.01(a)(i) and

purchase participations in L/C Exposure in an aggregate amount at any one time outstanding up to the amount set

forth opposite such 2026 Tranche Lender’s name on Schedule I or, if such 2026 Tranche Lender has entered into an

Assignment and Assumption, set forth for such 2026 Tranche Lender in the Register, as such amount may be

reduced pursuant to Section 2.04(b). The aggregate principal amount of the 2026 Tranche Commitments on the

Amendment No. 7 Effective Date is $200,000,000.

“2026 Tranche Lender” means a Lender with a 2026 Tranche Commitment or holding 2026 Tranche

Revolving Loans.

“2026 Tranche Revolving Borrowing” means a Borrowing comprised of 2026 Tranche Revolving Loans.

“2026 Tranche Revolving Credit Exposure” means, with respect to any 2026 Tranche Lender at any time,

and without duplication, the sum of the outstanding principal amount of such 2026 Tranche Lender’s 2026 Tranche

Revolving Loans and such 2026 Tranche Lender’s Total Commitment Percentage of the aggregate L/C Exposure.

“2026 Tranche Revolving Loan” means a Loan made by a 2026 Tranche Lender pursuant to Section

2.01(a)(i). Each 2026 Tranche Revolving Loan shall be (i) a SOFR Loan denominated in Dollars, (ii) a

Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan denominated in Dollars.

“2027 Availability Period” means the period from and including the Business Day following the Closing

Date to but excluding the earlier of the 2027 Termination Date and the date of termination of the 2027 Tranche

Commitments in accordance with the terms hereof.

“2027 Termination Date” means September 1, 2027, provided that if such date is not a Business Day, the

2027 Termination Date shall be the immediately preceding Business Day.

“2027 Tranche Commitment” means, with respect to each 2027 Tranche Lender, the commitment of such

2027 Tranche Lender to make 2027 Tranche Revolving Loans to the Borrowers under Section 2.01(a)(ii) and

purchase participations in L/C Exposure in an aggregate amount at any one time outstanding up to the amount set

forth opposite such 2027 Tranche Lender’s name on Schedule I or, if such 2027 Tranche Lender has entered into an

Assignment and Assumption, set forth for such 2027 Tranche Lender in the Register, as such amount may be

reduced pursuant to Section 2.04(b). The aggregate principal amount of the 2027 Tranche Commitments on the

Amendment No. 5 Effective Date is $300,000,000.

“2027 Tranche Lender” means a Lender with a 2027 Tranche Commitment or holding 2027 Tranche

Revolving Loans.

“2027 Tranche Revolving Borrowing” means a Borrowing comprised of 2027 Tranche Revolving Loans.

“2027 Tranche Revolving Credit Exposure” means, with respect to any 2027 Tranche Lender at any time,

and without duplication, the sum of the outstanding principal amount of such 2027 Tranche Lender’s 2027 Tranche

Revolving Loans and such 2027 Tranche Lender’s Total Commitment Percentage of the aggregate L/C Exposure.

“2027 Tranche Revolving Loan” means a Loan made by a 2027 Tranche Lender pursuant to Section

2.01(a)(ii). Each 2027 Tranche Revolving Loan shall be (i) a SOFR Loan denominated in Dollars, (ii) a

Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan denominated in Dollars.

“ABR” means a fluctuating interest rate per annum which shall at any time be the higher of:

(a)the rate of interest established by the Administrative Agent as its Prime Rate in effect at

its principal office in New York, New York; and

(b)1/2 of 1.00% per annum above the Federal Funds Rate; and

(c)Adjusted Term SOFR in effect on such day for a one-month Interest Period plus 1.00%.

Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR

shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or

Adjusted Term SOFR, respectively.

The prime rate (the “Prime Rate”) is a rate established by MHCB based upon various factors including

MHCB’s costs and desired return, general economic conditions and other factors, and is used as a reference point for

pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate

established by MHCB shall take effect at the opening of business on the day specified by MHCB of such change. In

no event shall the ABR for any ABR Loan be less than 0%.

“ABR Loan” means, at any time, a Loan which bears interest at rates based upon the ABR.

“Adjusted Term SOFR” means, for purposes of any calculation and subject to the provisions of Section

2.07(a), the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment;

provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR

shall be deemed to be the Floor.

“Administrative Agent” has the meaning specified in the introduction hereto.

“Administrative Agent’s Account” means, with respect to any Currency, the account of the Administrative

Agent for such Currency most recently designated by it as such by notice to the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the

Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly or indirectly Controls or

is Controlled by or is under common Control with such specified Person.

“Aggregate Facility Amount” means, at any time, the aggregate amount of the Commitments then in effect.

The initial Aggregate Facility Amount was $250,000,000. As of the Amendment No. 7 Effective Date, the

Aggregate Facility Amount is $500,000,000.

“Alternate Currency” means the Euro, British Pounds Sterling and any other currency approved by the

Administrative Agent, each Issuing Lender and each Lender that is freely convertible into Dollars and available to

be borrowed in the interbank market in London.

“Alternate Currency Equivalent” means, on any date, with respect to any amount denominated in a given

currency, the amount of Alternate Currency that would be required to purchase such amount of such given currency

at or about 11:00 a.m., Local Time, on such date, for delivery two Business Days later, as determined by the

Administrative Agent on the basis of the spot selling rate for the offering of such given currency for Alternate

Currency in the Principal Financial Center for the applicable given currency, all determinations thereof by the

Administrative Agent to be conclusive and binding on the parties in the absence of manifest error.

“Amendment No. 3 Effective Date” means September 1, 2021.

“Amendment No. 4 Effective Date” means January 25, 2022.

“Amendment No. 5 Effective Date” means August 23, 2023.

“Amendment No. 6 Effective Date” means August 21, 2024.

“Amendment No. 7 Effective Date” means August 20, 2025.

“Applicable Commitment Percentage” means (a) with respect to any 2026 Tranche Lender, at any time, the

percentage of the aggregate 2026 Tranche Commitments represented by such Lender’s 2026 Tranche

Commitments; provided that if the 2026 Tranche Commitments have terminated or expired, the Applicable

Commitment Percentage of such 2026 Tranche Lender shall equal the percentage of aggregate outstanding 2026

Tranche Revolving Loans and L/C Exposure held by such Lender and if there is no outstanding 2026 Tranche

Revolving Loans and L/C Exposure, the Applicable Commitment Percentage shall be determined based upon the

2027 Tranche Commitments most recently in effect, giving effect to any assignments and (b) with respect to any

2027 Tranche Lender, at any time, the percentage of the aggregate 2027 Tranche Commitments represented by such

Lender’s 2027 Tranche Commitments; provided that if the 2027 Tranche Commitments have terminated or expired,

the Applicable Commitment Percentage of such 2027 Tranche Lender shall equal the percentage of aggregate

outstanding 2027 Tranche Revolving Loans and L/C Exposure held by such Lender and if there is no outstanding

2027 Tranche Revolving Loans and L/C Exposure, the Applicable Commitment Percentage shall be determined

based upon the 2027 Tranche Commitments most recently in effect, giving effect to any assignments.

“Applicable Lending Office” means, with respect to any Lender, such Lender’s Domestic Lending Office

in the case of an ABR Loan or a SOFR Loan and such Lender’s Eurocurrency Lending Office in the case of a

Eurocurrency Loan.

“Applicable Margin” means:

(a) with respect to Category I Borrowings; (i) 2.00% with respect to SOFR Loans, (ii) 2.00% with

respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR Loans,

(b) with respect to Category II Borrowings; (i) 2.00% with respect to SOFR Loans, (ii) 2.00% with

respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR Loans,; provided that the Applicable

Margin with respect to any Category II Borrowing outstanding for more than six months from the earlier of

the date of such Borrowing and the date of the Category V Borrowing that was converted to such

Borrowing shall be increased by (x) 0.50% per annum on the date that is six months after the earlier of the

date of such Borrowing and the date of the Category V Borrowing that was converted to such Borrowing

and (y) an additional 0.75% per annum on each six month anniversary thereafter,

to SOFR Loans, (ii) 2.00% with respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR

Loans,; provided that the Applicable Margin with respect to any Category III Borrowing or Category IV

Borrowing outstanding for more than six months the earlier of the date of such Borrowing and the date of

the Category V Borrowing that was converted to such Borrowing shall be increased by (x) 0.50% per

annum on the date that is six months after the earlier of the date of such Borrowing and the date of the

Category V Borrowing that was converted to such Borrowing and (y) an additional 1.00% per annum on

each six month anniversary thereafter, and

(d) with respect to Category V Borrowings; (i) 1.50% with respect to SOFR Loans, (ii) 1.50%

with respect to Eurocurrency Loans and (iii) 0.50% with respect to ABR Loans; provided that any Category

V Borrowing outstanding for more than 45 days shall automatically be converted to the Borrowing

Category that otherwise would have applied based upon the type of transaction being financed pursuant to

the definition of “Category V Borrowing” and, after such date, the Applicable Margin with respect to such

Borrowing Category shall apply to such Borrowing.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a

Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an

Eligible Assignee (with the consent of any party whose consent is required by Section 9.06(b)) and accepted by the

Administrative Agent, substantially in the form of Exhibit D or any other form approved by the Administrative

Agent.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by

the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrowers” and “Borrower” have the respective meanings specified in the heading hereof.

“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type made by the Lenders

to the Borrowers pursuant to Section 2.01.

“Borrowing Category” means a Category I Borrowing, a Category II Borrowing, a Category III Borrowing,

a Category IV Borrowing, or a Category V Borrowing.

“Broker-Dealer Subsidiary” means any direct or indirect registered broker-dealer Subsidiary of any

Borrower. For the avoidance of doubt, TCG is not a Broker-Dealer Subsidiary.

“Business Day” means (a) a day on which commercial banks are not authorized by law or required to close

in New York City, (b) if such day relates to a SOFR Loan, a day that is a U.S. Government Securities Business Day,

Period for a Eurocurrency Loan denominated in an Alternate Currency (other than Euros), or a notice with respect

thereto, that is also a day on which commercial banks and foreign exchange markets settle payments in the Principal

Financial Center for such Currency, and (d) if such day relates to a Borrowing of, or a payment or prepayment of

principal of or interest on or an Interest Period for, a Eurocurrency Loan denominated in Euros, or a notice with

respect thereto, that is also a Target Operating Day (as defined in Section 9.17).

“Capital Lease Obligations” of a Person means the obligations of such Person to pay rent or other amounts

under any lease of (or other arrangement conveying the right to use) Property which obligations are required to be

classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and the amount of

such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that the

adoption or issuance of any accounting standards after the Closing Date will not cause any obligations under any

lease that were not or would not have been Capital Lease Obligations prior to such adoption or issuance to be

deemed Capital Lease Obligations.

“Cash Equivalents” means:

(a)securities issued or unconditionally guaranteed by the United States government or any

agency or instrumentality thereof, in each case having maturities of not more than 12 months from the date

of acquisition thereof;

(b)securities issued by any state of the United States or any political subdivision of any such

state or any public instrumentality thereof or any political subdivision of any such state or any public

instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof

and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or

Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then from another

nationally recognized rating service);

(c)commercial paper issued by any Lender or any bank holding company owning any

Lender;

(d)commercial paper maturing no more than 12 months after the date of creation thereof

and, at the time of acquisition, having a rating of at least A-1 or P-1 from either S&P or Moody’s (or, if at

any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another

nationally recognized rating service);

(e)certificates of deposit or bankers’ acceptances, having a rating of at least A-1 or P-1 from

either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an

equivalent rating from another nationally recognized rating service), maturing no more than one year after

the date of acquisition thereof issued by any Lender or any other bank having combined capital and surplus

of not less than $200,000,000 in the case of domestic banks and $100,000,000 (or the Dollar Equivalent

thereof) in the case of foreign banks;

(f)repurchase agreements with a term of not more than 90 days for underlying securities of

the type described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications

specified in clause (e) above or securities dealers of recognized national standing;

(g)marketable short-term money market and similar funds having a rating of at least A-1 or

P-1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such

obligations, an equivalent rating from another nationally recognized rating service);

(h)shares of investment companies that are registered under the Investment Company Act of

1940 and substantially all the investments of which are one or more of the types of securities described in

clauses (a) through (g) above; and

(i)in the case of any non-U.S. organized Subsidiary or investment made in a country outside

the United States, other customarily utilized high-quality investment in the country where such non-U.S.

organized Subsidiary is located or in which such investment is made and of a type analogous to the

foregoing.

“Category I Borrowing” means a Borrowing made or a Letter of Credit issued for general corporate

purposes or to finance the working capital needs of any Borrower or any Subsidiary of any Borrower, including

financing the regulatory capital requirements of TCG and any Broker-Dealer Subsidiary.

“Category II Borrowing” means a Borrowing made or a Letter of Credit issued to finance obligations of

any Borrower or any Subsidiary of any Borrower relating to any Senior Debt Transaction.

“Category III Borrowing” means a Borrowing made or a Letter of Credit issued to finance obligations of

any Borrower or any Subsidiary of any Borrower relating to a Subordinated Debt Transaction.

“Category IV Borrowing” means a Borrowing made or a Letter of Credit issued to finance obligations of

any Borrower or any Subsidiary of any Borrower relating to an Equity Bridge Transaction.

“Category V Borrowing” means a Borrowing made to finance any Borrower’s, or any Subsidiary of any

Borrower’s, facilitation of a debt capital markets “fronting” arrangement pursuant to which such Borrower or such

Subsidiary is acting as the initial purchaser or lender of a debt instrument that has been reserved by such Borrower

or such Subsidiary for purchase by another Person from whom an order has been received and such arrangement

involves terms that are customary in the market for “fronting” transactions (and such Borrowing, for the avoidance

of doubt, shall not be deemed to be outstanding under any other Borrowing Category unless such Borrowing remains

outstanding for 45 days after the date on which such Borrowing was initially made, at which time the outstanding

amount of such Borrowing shall be converted to, and deemed to be outstanding under, the Borrowing Category that

otherwise would have applied based upon the type of transaction being financed); provided that only the portion of a

Borrowing constituting such “fronting” arrangement may be deemed a Category V Borrowing, with the portion not

constituting such “fronting” arrangement being allocated to such other applicable Borrowing Category. On or prior

to the making of a Borrowing any portion of which constitutes a Category V Borrowing, the applicable Borrower

shall deliver the certificate required pursuant to Section 4.02(e), which shall specify the “fronting” portion of such

Borrowing and the applicable Borrowing Category for any portion that is not a “fronting” portion.

“Change in Law” means the occurrence, after the date of this Agreement, of the adoption of any law, rule,

regulation or treaty, or of any change in applicable law, rule, regulation or treaty or in the administration,

interpretation or application thereof by any Governmental Authority having jurisdiction or the making or issuance of

any request, guideline or directive (whether or not having the force of law) by any Governmental Authority;

provided that notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and

Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection

therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,

the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign

regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,”

regardless of the date enacted, adopted or issued; provided, further, that any increased costs associated with a

Change in Law based on the foregoing clauses (a) and/or (b) may only be imposed to the extent the relevant Lender

or Issuing Lender, as applicable, imposes the same charges generally on other similarly situated borrowers under

comparable credit facilities.

“Change of Control” means, and shall be deemed to have occurred if, Sponsor or its Affiliates shall at any

time not own, directly or indirectly, beneficially and of record, (i) more than 66 2/3% of the voting power of the

outstanding Voting Shares of any Borrower and (ii) at least 66 2/3% of the outstanding Equity Interests of any

Borrower.

“Class”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loans, or the Loans

comprising such Borrowing, are 2026 Tranche Revolving Loans or 2027 Tranche Revolving Loans and (b) any

Lender, refers to whether such Lender is a 2026 Tranche Lender or a 2027 Tranche Lender.

“Closing Date” means December 17, 2018.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean, collectively, all of the “Collateral” as defined in the Guarantee and Security

Agreement and all other property of whatever kind and nature subject or purported to be subject from time to time to

a Lien under any Security Document.

“Commitments” means, as to each Lender, such Lender’s 2026 Tranche Commitment and 2027 Tranche

Commitment.

“Commitment Termination Date” means the 2026 Termination Date or the 2027 Termination Date, as

applicable.

“Competitor” has the meaning assigned to such term in the definition of “Disqualified Institutions.”

“Concentration Percentages” has the meaning specified in Annex A.

“Continuation,” “Continue” and “Continued” refer to a continuation of Eurocurrency Loans or SOFR

Loans from one Interest Period to the next Interest Period pursuant to Section 3.05(b).

“Control” of a Person means the possession, directly or indirectly, of the power to direct or cause the

direction of the management or policies of such Person, whether through the ability to exercise voting power, by

contract or otherwise, and “Controlling” and “Controlled” have meanings correlative thereto.

“Convert,” “Conversion” and “Converted” refer to a conversion of Loans of one Type into Loans of the

other Type pursuant to Section 3.04 or Section 3.05.

“Covered Party” has the meaning specified in Section 9.18.

“Cure Right” has the meaning specified in Section 7.02(a).

“Currencies” means, collectively, Dollars and the Alternate Currencies.

“Debt to Equity Ratio” means, with respect to any Borrower, as of any date of determination, the ratio of

Total Debt of such Borrower to Total Equity of such Borrower.

“Default” means any event or condition that constitutes an Event of Default or that, with notice or lapse of

time or both, would become an Event of Default.

“Defaulting Lender” means, subject to Section 3.14(b), any Lender that (a) has failed to (i) fund all or any

portion of its Loans or participations in Letters of Credit within two Business Days of the date such Loans or

participations in Letters of Credit were required to be funded hereunder, or (ii) pay to the Administrative Agent, the

Issuing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its

participation in Letters of Credit) within two Business Days of the date when due, (b) has notified TCG, the

Administrative Agent or the Issuing Lender in writing that it does not intend to comply with its funding obligations

hereunder, or has made a public statement to that effect, (c) has failed, within three Business Days after written

request by the Administrative Agent or TCG, to confirm in writing to the Administrative Agent and TCG that it will

comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting

Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and TCG),

or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any

bankruptcy, insolvency, reorganization or similar law, or (ii) had appointed for it a receiver, custodian, conservator,

trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or

liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal

regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by

virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company

thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender

with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or

writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,

disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative

Agent (or the Majority Lenders to the extent that the Administrative Agent is the Defaulting Lender) that a Lender is

a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent

manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.14(b)) upon

delivery of written notice of such determination to the Administrative Agent, TCG, the Issuing Lender and each

Lender, as applicable.

“Designated Entity” means at any time, any corporation, partnership, limited liability company or other

entity formed or acquired after the Closing Date that is not a Borrower and of which at least a majority but less than

100% of the Voting Shares are at the time directly or indirectly owned or controlled by a Borrower or one or more

Subsidiaries of a Borrower, which has been designated in a written notice from TCG to the Administrative Agent as

a Designated Entity; provided that at the time of such designation (a) no Default or Event of Default would result

from such designation and (b) after giving pro forma effect to such designation the Debt to Equity Ratio of each

Borrower is less than or equal to 7.00 to 1.00. TCG may, by written notice to the Administrative Agent, de-

designate any Designated Entity and thereafter such entity shall not longer constitute a Designated Entity, but only if

(a) no Default or Event of Default would result from such de-designation and (b) after giving pro forma effect to

such de-designation the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any

security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening

of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests other than

Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of

the holder thereof (other than solely for Equity Interests other than Disqualified Equity Interests), in whole or in part,

for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case of

clauses (a) through (d) above, prior to the date that is 91 days after the 2027 Termination Date.

“Disqualified Institutions” means (a) those banks, financial institutions and other Persons separately

identified by name in writing to the Administrative Agent on or before the Closing Date, or after the Closing Date,

with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), (b) any

other Person specifically identified by name in writing to the Administrative Agent from time to time to the extent

such person is or becomes a competitor of the Borrowers or the Borrowers’ subsidiaries (each such person, a

“Competitor”), (c) any Subsidiary or Affiliate of a Disqualified Institution that is reasonably identifiable on the basis

of such subsidiary’s or affiliate’s name as a Subsidiary or Affiliate of a Disqualified Institution and (d) any private

equity fund, hedge fund, non-bank entity or other alternative investment vehicle; provided that the foregoing shall

not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest

in the Loans to the extent such party was not a Disqualified Institution at the time of the applicable assignment or

participation, as the case may be; provided, for the avoidance of doubt, (1) that in no event may any Disqualified

Institution increase its hold level or be eligible to receive any additional assignments, and (2) any entity that is a

Disqualified Institution under the clauses above may not become an Eligible Assignee due to the fact that it is an

Affiliate of an existing Lender.

“Dollar Equivalent” means, on any date, with respect to any amount denominated in an Alternate Currency,

the amount of Dollars that would be required to purchase such amount of such Alternate Currency at or about 11:00

a.m., Local Time, on such date, for delivery two Business Days later, as determined by the Administrative Agent on

the basis of the spot selling rate for the offering of such Alternate Currency for Dollars in the Principal Financial

Center for the applicable Alternate Currency, all determinations thereof by the Administrative Agent to be

conclusive and binding on the parties in the absence of manifest error.

“Dollars” and “$” refers to lawful money of the United States.

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its

“Domestic Lending Office” in the Administrative Questionnaire of such Lender or in the Assignment and

Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from

time to time specify to the Borrowers and the Administrative Agent.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any

state thereof or the District of Columbia.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any

other Person (other than a Disqualified Institution or a natural person) approved by the Administrative Agent and the

Issuing Lender and, unless a Specified Event of Default has occurred and is continuing, by TCG (each such approval

not to be unreasonably withheld or delayed; provided that, (x) TCG shall have absolute consent rights with regard to

any proposed assignment to a Disqualified Institution notwithstanding anything in this Agreement to the contrary

and (y) investment objectives and/or history of any proposed lender or its affiliates shall be a reasonable basis for

TCG to withhold consent); provided that (1) no approval of TCG (other than with respect to Disqualified

Institutions) shall be required in connection with the primary syndication of the Commitments and Loans to persons

(or any Affiliate or Approved Fund thereof) which TCG has previously consented to in writing (including by email),

(2) to the extent the consent of TCG is required for any assignment, such consent shall be deemed to have been

given (except with respect to Disqualified Institutions) if TCG has not responded within ten (10) Business Days of a

written request for such consent and (3) notwithstanding anything to the contrary herein, “Eligible Assignee” shall

not include at any time any Disqualified Institutions (unless consented to in writing by TCG in its sole discretion),

any Defaulting Lender, or any natural person.

“Equity Bridge Transaction” means an equity underwriting or commitment of a Borrower or any Subsidiary

of a Borrower.

“Equity Contribution” means the contribution by the Sponsor, directly or indirectly, to the Borrowers,

collectively, on or prior to the Closing Date of an aggregate amount of cash of up to $5,000,000; provided that at

least $500,000 of such aggregate amount shall be contributed to each Borrower.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited

liability company (including any securities convertible or exchangeable for such stock or interests), beneficial

interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling

the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any Person that, together with any of the Borrowers, is treated as a single

employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412

of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations

issued thereunder with respect to a Plan (other than those events for which the 30-day notice period is waived

pursuant to Department of Labor Reg. Section 4043 as in effect on the date hereof); (b) the failure of any Plan to

satisfy the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable

to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of

ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence

by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the

termination of any Plan; (e) the receipt by any Borrower or any of its ERISA Affiliates from the PBGC or a plan

administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to

administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect

to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or

any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from any Borrower or any of its

ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA.

“EURIBOR Rate” means the greater of (i) the rate per annum equal to the Euro Interbank Offered Rate as

administered by the European Money Markets Institute (or any other Person that takes over the administration of

such rate) for a period equal in length to such Interest Period, as displayed on the applicable Reuters page (or on any

successor or substitute page or service providing such quotations as determined by the Administrative Agent from

time to time at approximately 11:00 a.m. (Brussels time) two London Banking Days prior to the commencement of

such Interest Period and (ii) 0%.

“Euro” has the meaning specified in Section 9.17.

“Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender specified as

its “Eurocurrency Lending Office” in the Administrative Questionnaire of such Lender or in the Assignment and

Assumption pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office),

or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the

Administrative Agent.

“Eurocurrency Loan” means, at any time, a Loan which bears interest at rates based upon the Eurocurrency

Rate.

“Eurocurrency Rate” means, (a) for Loans denominated in British Pounds Sterling for any SONIA Interest

Day, Daily Simple SONIA for such SONIA Interest Day and (b) for Loans of any Interest Period denominated in

Euro, the EURIBOR Rate for such Interest Period.

“Events of Default” has the meaning specified in Section 7.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Administrative

Agent or a Lender (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and

branch profits Taxes, in each case, (i) imposed as a result of such recipient being organized under the laws of, or

having its principal office, or in the case of any Lender, its applicable lending office located in, the jurisdiction

imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) Taxes that are

attributable to such recipient’s failure to comply with the requirements of Section 3.11(f), (c) with respect to a

Lender, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Lender with

respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which such

Lender becomes a party to this Agreement (other than pursuant to a request by the Borrowers under Section 3.13(b))

or changes its applicable lending office, except to the extent that such Lender’s assignor (if any) was entitled,

immediately prior to the assignment, or such Lender was entitled, immediately before it changed its lending office,

to receive additional amounts from either Borrower with respect to such Taxes pursuant to Section 3.11(b) and (d)

any Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or

successor version that is substantively comparable and not materially more onerous to comply with), any current or

future regulations promulgated thereunder or official interpretations thereof and any agreements entered into

pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above) and any

intergovernmental agreement, treaty or convention among Governmental Authorities (or related laws, regulations or

official administrative guidance) implementing the foregoing.

“Federal Funds Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next

1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System

arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank

of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards,

if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the

Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Finance Subsidiary” means TCG SF and any direct or indirect Subsidiary of any Borrower formed for the

purposes of providing financing in the Borrowers’ financing business.

“Finance Subsidiary Debt” means Indebtedness under any warehouse credit facility or other similar line of

credit entered into for the purpose of funding Indebtedness originated or extended by any Finance Subsidiary.

“Financial Officer” means the chief financial officer, principal financial officer, treasurer, controller or a

director of a Borrower.

“Financing Transaction” means any Equity Bridge Transaction, Senior Debt Transaction or Subordinated

Debt Transaction.

“Financing Transaction Borrowing” means any Category II Borrowing, Category III Borrowing or

Category IV Borrowing.

“FINRA” means the Financial Industry Regulatory Authority, or any other Self-Regulatory Organization

that succeeds to the functions thereof.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of

this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to Adjusted

Term SOFR or the Eurocurrency Rate. For the avoidance of doubt, the Floor means a rate of interest equal to

0.00%.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fund” means any Person (other than a natural person) that is or will be engaged in making, purchasing,

holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its

business.

“GAAP” means accounting principles generally accepted in the United States as in effect from time to time.

“Governmental Authority” means the government of the United States, any other nation or any political

subdivision thereof, whether state, local or otherwise, and any agency, authority, instrumentality, regulatory body,

court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative

powers or functions of or pertaining to government (including any supra-national bodies such as the European Union

or the European Central Bank).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the

guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the

“primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor,

direct or indirect, (a) to purchase or pay (or to advance or supply funds for the purchase or payment of) such

Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof,

(b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or

other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial

statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness

or other obligation or (d) as an account party in respect of any letter of credit or letter of guarantee issued to support

such Indebtedness; provided that the term “Guarantee” shall not include endorsements for collection or deposit in

the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated

or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is

made (or, if such Guarantee is limited by its terms to a lesser amount, such lesser amount) or, if not stated or

determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing

Person in good faith.

“Guarantee and Security Agreement” means the Guaranty and Security Agreement dated as of the Closing

Date, among the Obligors and the Administrative Agent in substantially the form of Exhibit B, as from time to time

further amended, modified or supplemented.

“Guarantors” means, at any time, collectively, those Subsidiaries of the Borrowers that become a party to

the Guarantee and Security Agreement pursuant to Section 6.01(i).

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement

or other derivative transaction.

“Indebtedness” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed

money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or similar

instruments, (b) the deferred purchase price of assets or services that in accordance with GAAP would be included

as a liability on the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of

such Person and, without duplication, all drafts drawn thereunder and all direct obligations arising under bankers’

acceptances, bank guaranties, surety bonds and similar instruments, (d) all Indebtedness of any other Person secured

by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such

Person, (e) the principal component of all Capital Lease Obligations of such Person, (f) all obligations of such

Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap

agreements, currency future or option contracts, commodity price protection agreements or other commodity price

hedging agreements and other similar agreements, (g) without duplication, all Guarantees by such Person of

Indebtedness of others and (h) all obligations of such Person in respect of Disqualified Equity Interests, provided

that Indebtedness shall not include (i) trade and other ordinary course payables and accrued expenses arising in the

ordinary course of business, (ii) deferred or prepaid revenue and (iii) purchase price holdbacks in respect of a

portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller.

The amount of Indebtedness of any Person for purposes of clause (d) shall be deemed to be equal to the lesser of (i)

the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby

as determined by such Person in good faith.

“Indemnified Taxes” means all (i) Taxes, other than Excluded Taxes, imposed on or with respect to any

payment made by or on account of any obligation of any Obligor under any Loan Document, and (ii) to the extent

not otherwise described in clause (i), Other Taxes.

“Indemnitee” has the meaning specified in Section 9.04(b).

“Interest Period” means, for any Eurocurrency Loan or SOFR Loan, the period beginning on the date such

Loan is made, or Continued or Converted from an ABR Loan, and ending on the last day of the period selected by

the Borrowers pursuant to the provisions below, and thereafter each subsequent period commencing on the last day

of the immediately preceding Interest Period therefor and ending on the last day of the period selected by the

Borrowers pursuant to the provisions below. The duration of each Interest Period shall be one, three or six months,

as the Borrowers may select by notice to the Administrative Agent no later than 11:00 a.m. (New York time) on the

third Business Day prior to the first day of such Interest Period.

Notwithstanding the foregoing:

(v)if any Interest Period would otherwise commence before and end after the applicable

Commitment Termination Date, such Interest Period shall end on such Commitment Termination Date,

(w)each Interest Period that would otherwise end on a day that is not a Business Day shall

end on the next succeeding Business Day, unless such next succeeding Business Day would fall in the

succeeding month, in which case such Interest Period shall end on the next preceding Business Day,

(x)each Interest Period that commences on the last day of a month (or on any day for which

there is no numerically corresponding day in the appropriate subsequent month) shall end on the last

Business Day of the appropriate subsequent calendar month,

(y)Interest Periods commencing on the same day for Loans comprising part of the same

Borrowing shall be of the same duration, and

(z)the Interest Period available for Loans denominated in British Pounds Sterling shall

solely be the SONIA Interest Day.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person,

whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance

or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or

interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of

assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.

“Issuing Lender” means MHCB, and/or any other Lender from time to time designated as an Issuing

Lender in a writing signed by such Lender, the Borrowers and the Administrative Agent (MHCB and such other

Lender being collectively referred to herein as the “Issuing Lender” unless the context otherwise requires).

“L/C Exposure” means, at any time, the sum of (a) the aggregate undrawn face amount of all outstanding

Letters of Credit and (b) the aggregate amount of unreimbursed L/C Payments under all outstanding Letters of

Credit (or, if applicable with respect to clauses (a) and (b), the Dollar Equivalent thereof).

“L/C Payment” means a payment by an Issuing Lender of a draft or demand drawn under a Letter of Credit.

“L/C Reimbursement Obligation” means the obligation of a Borrower to reimburse an Issuing Lender for

an L/C Payment pursuant to Section 2.02(d)(ii).

“L/C Related Documents” has the meaning specified in Section 2.02(c)(i).

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules,

guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the

interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation

or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and

permits of, and agreements with, any Governmental Authority, in each case, whether or not having the force of law.

“Lead Arranger” means MHCB, in its capacity as sole lead arranger and sole bookrunner.

“Lender” means each bank or other financial institution listed on the signature pages hereof and each

Person that shall become a party hereto pursuant to 9.06.

“Letter of Credit” has the meaning specified in Section 2.02(a)(i).

“Letter of Credit Facility Amount” means the lesser of (a) $100,000,000 and (b) the Aggregate Facility

Amount.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit

arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or

preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any

conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real

property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” has the meaning specified in Section 2.01(a)(ii). Each Loan shall be (i) a SOFR Loan denominated

in Dollars, (ii) Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan

denominated in Dollars.

“Loan Documents” means, collectively, this Agreement, the Notes and each Security Document.

“Local Time” means (a) with respect to any Loan denominated or any payment to be made in Dollars, New

York time, and (b) with respect to any Eurocurrency Loan denominated or any payment to be made in an Alternate

Currency, the local time in the Principal Financial Center for such Alternate Currency.

“London Banking Day” means any day on which commercial banks are open for business (including

dealings in foreign exchange and foreign currency deposits) in London.

“Majority Lenders” means, at any time (a) Lenders holding more than 50% of the aggregate Commitments

of all Lenders, or (b) if any Commitments have terminated or expired, Lenders having collectively more than 50% of

the sum of (i) the aggregate amount of the unpaid principal amount of the Loans, (ii) the aggregate amount of

unexpired Commitments of all Lenders and (iii) the L/C Exposure (computed at any time, in the case of such Loans

and L/C Exposure denominated in an Alternate Currency, as the Dollar Equivalent thereof as determined by the

Administrative Agent); provided that the unused Commitments of, and the portion of the Total Credit Exposure held

or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority

Lenders.

“Majority Tranche Lenders” when used in reference to Lenders of any Class, means, at any time, (a)(i) in

the case of the 2026 Tranche Lenders, 2026 Tranche Lenders having 2026 Tranche Revolving Credit Exposures and

unused 2026 Tranche Commitments representing more than 50% of the sum of the aggregate 2026 Tranche

Revolving Credit Exposures and the aggregate unused 2026 Tranche Commitments at such time and (ii) in the case

of the 2027 Tranche Lenders, 2027 Tranche Lenders having 2027 Tranche Revolving Credit Exposures and unused

2027 Tranche Commitments representing more than 50% of the sum of the aggregate 2027 Tranche Revolving

Credit Exposures and the aggregate unused 2027 Tranche Commitments at such time, or (b) (i) if the 2026 Tranche

Commitments have terminated or expired, 2026 Tranche Lenders having collectively more than 50% of the sum of

(x) aggregate amount of the unpaid principal amount of the 2026 Tranche Revolving Loans and (y) L/C Exposure

(computed at any time, in the case of such 2026 Tranche Revolving Loans and L/C Exposure denominated in an

Alternate Currency, as the Dollar Equivalent thereof as determined by the Administrative Agent) and (ii) if the 2027

Tranche Commitments have terminated or expired, 2027 Tranche Lenders having collectively more than 50% of the

sum of (x) aggregate amount of the unpaid principal amount of the 2027 Tranche Revolving Loans and (y) L/C

Exposure (computed at any time, in the case of such 2027 Tranche Revolving Loans and L/C Exposure denominated

in an Alternate Currency, as the Dollar Equivalent thereof as determined by the Administrative Agent); provided

that the unused Commitment of, and the portion of the Total Credit Exposure held or deemed held by, any

Defaulting Lender shall be excluded for purposes of making a determination of Majority Tranche Lenders.

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition,

properties or operations of the Borrowers and their respective Subsidiaries taken as a whole, (b) the ability of any

Obligor to perform any of its material obligations under any Loan Document or (c) the material rights and remedies

of, or benefits available, to the Administrative Agent or the Lenders under any Loan Document.

“Material Foreign Subsidiary” means any Foreign Subsidiary (inclusive of its Subsidiaries) that, as of the

last day of the fiscal quarter of the Borrowers most recently ended for which financial statements have been

delivered pursuant to Section 6.01(a)(i) or (ii), (a) generated over 25% of consolidated revenues of the Borrowers

and their respective Subsidiaries for the period of two years ended at the end of such fiscal quarter or (b) to which

more than $70,000,000 of the Aggregate Facility Amount has been funded as of such date and has been funded for

the period of six months immediately preceding such date.

“Material Indebtedness” means Indebtedness of the type described in clause (a) of the definition thereof

issued or incurred under any agreement or instrument in an aggregate outstanding principal amount of $25,000,000

or more.

“Material Subsidiary” means any Subsidiary that constitutes a “significant subsidiary” as defined under

Regulation S-X promulgated by the SEC, as in effect from time to time.

“MHCB” means Mizuho Bank, Ltd. or any successor thereto.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-U.S. Lender” has the meaning specified in Section 3.11(f)(i).

“Note” has the meaning specified in Section 2.01(e).

“Notice of Borrowing” has the meaning specified in Section 2.01(b)(ii).

“Notice of Issuance” has the meaning specified in Section 2.02(c)(i).

“Obligations” means (i) all obligations of the Borrowers and the Guarantors under the Loan Documents to

pay the principal of and interest on the Loans and the L/C Reimbursement Obligations and all fees, premiums, costs,

expenses, indemnification payments and other amounts or obligations whatsoever, whether direct or indirect,

absolute or contingent, now or hereafter from time to time owing or arising under, out of, or in connection with the

Loan Documents, (ii) all other monetary obligations of the Borrowers and the Guarantors in respect of the Loans and

Letters of Credit or otherwise owed under, or pursuant to, or in connection with the Credit Agreement and each

other Loan Document, and (iii) in the case of each of the foregoing, including all interest thereon and fees and

expenses related thereto, and including any interest, expenses and other amounts accruing or arising after the

commencement of any case or proceeding with respect to any Obligor under the United States Bankruptcy Code or

any other bankruptcy or insolvency law (whether or not such interest, fees or expenses and other amounts are

allowed or allowable as a claim in whole or in part in such case or proceeding).

“Obligors” means, collectively, the Borrowers and the Guarantors.

“OFAC” has the meaning specified in Section 5.01(g).

“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the

certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability

company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the

case of any limited partnership, the certificate of formation and limited partnership agreement (or similar

documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar

document) of such person and (v) in any other case, the functional equivalent of the foregoing.

“Other Connection Taxes” means, with respect to any Agent or Lender, Taxes imposed as a result of a

present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections

arising from such recipient having executed, delivered, become a party to, performed its obligations under, received

payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or

enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court, documentary, intangible, recording, filing or similar

Taxes arising from any payment made under any Loan Document or from the execution, delivery, registration or

enforcement of, perfecting a security interest under, or otherwise with respect to, any Loan Document, except any

such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made

pursuant to Section 3.13(b)).

“Participant” has the meaning specified in Section 9.06(d).

“Patriot Act” has the meaning specified in Section 9.15.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in Section 4002 of

ERISA and any successor entity performing similar functions.

“Permitted Liens” means:

(a)Liens for taxes, assessments or governmental charges or claims not yet overdue for a

period of more than 30 days or that are being contested in good faith and by appropriate proceedings for

which appropriate reserves have been established to the extent required by and in accordance with GAAP,

or for property taxes on property that a Borrower or one of its Subsidiaries has determined to abandon if the

sole recourse for such tax, assessment, charge or claim is to such property;

(b)Liens in respect of property or assets of a Borrower or any of its Subsidiaries imposed by

law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary

course of business, in each case so long as such Liens arise in the ordinary course of business and do not

individually or in the aggregate have a Material Adverse Effect;

(c)Liens arising from judgments or decrees in circumstances not constituting an Event of

Default under 7.01(j);

(d)Liens incurred or deposits made in connection with workers’ compensation,

unemployment insurance and other types of social security, or to secure the performance of tenders,

statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-

of-money bonds and other similar obligations incurred in the ordinary course of business;

(e)ground leases in respect of real property on which facilities owned or leased by a

Borrower or any of its Subsidiaries are located;

(f)easements, rights-of-way, restrictions, minor defects or irregularities in title and other

similar charges or encumbrances not interfering in any material respect with the business of the Borrowers

and their respective Subsidiaries, taken as a whole;

(g)any interest or title of a lessor or secured by a lessor’s interest under any lease permitted

by this Agreement;

(h)Liens in favor of customs and revenue authorities arising as a matter of law to secure

payment of customs duties in connection with the importation of goods;

(i)leases, licenses, subleases or sublicenses granted to others not interfering in any material

respect with the business of the Borrowers and their respective Subsidiaries, taken as a whole;

(j)Liens arising from precautionary UCC financing statement or similar filings made in

respect of operating leases entered into by a Borrower or any of its Subsidiaries;

(k)Liens created in the ordinary course of business in favor of banks and other financial

institutions over credit balances of any bank accounts, brokerage accounts or commodities accounts of the

Borrowers and their respective Subsidiaries held at such banks or financial institutions, including any

accounts maintained with any clearing or settlement bank or other financial institution; and

(l)any zoning or similar law or right reserved to or vested in any Governmental Authority to

control or regulate the use of any real property that does not materially interfere with the ordinary conduct

of the business of the Borrowers and their respective Subsidiaries, taken as a whole.

“Permitted Subordinated Debt” shall mean unsecured senior subordinated notes, or other unsecured senior

subordinated Indebtedness, issued by a Borrower or any Guarantor, (a) the terms of which (i) do not provide for any

scheduled repayment, mandatory redemption or sinking fund obligation prior to a date 91 days after 2027

Termination Date (other than customary offers to purchase upon a change of control, asset sale or event of loss and

customary acceleration rights after an event of default) and (ii) provide for customary subordination to the

obligations of the Obligors under the Loan Documents, (b) the covenants, events of default, guarantees, collateral

and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more

restrictive to the Borrowers and their respective Subsidiaries than those herein; provided that a certificate of a

Financial Officer of TCG is delivered to the Administrative Agent at least seven Business Days (or such shorter

period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together

with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the

documentation relating thereto, stating that TCG has determined in good faith that such terms and conditions satisfy

the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing

requirement unless the Administrative Agent notifies TCG within such period that it disagrees with such

determination (including a reasonable description of the basis upon which it disagrees), (c) of which no Subsidiary

of the Borrowers (other than a Guarantor) is an obligor and (d) after giving pro forma effect to the issuance thereof,

the Borrowers shall be in compliance with the financial covenant set forth in Section 6.03.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association,

company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the

provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which either

Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be

deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pledged Equity” has the meaning specified in the Guarantee and Security Agreement.

“Prime Rate” has the meaning specified in the definition of “ABR”.

“Principal Financial Center” means, for any Currency, the principal financial center in the country of issue

of such Currency, as reasonably determined by the Administrative Agent.

“Property” of any Person means any property or assets, or interest therein, of such Person.

“QFC Credit Support” has the meaning specified in Section 9.18.

“Register” has the meaning specified in Section 9.06(c).

“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of Governors of the

Federal Reserve System (or any successor), as from time to time amended, modified or supplemented.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors,

officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other

property) with respect to any capital stock or other Equity Interest of any Person, or any payment (whether in cash,

securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,

retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account

of any return of capital to any Person’s stockholders, partners or members (or the equivalent Person thereof).

“Rule 15c3-1” means Rule 15c3-1 of the General Rules and Regulations promulgated by the SEC under the

Exchange Act (17 CFR 240, 15c3-1), as from time to time amended, modified or supplemented, or such other rule or

regulation of the SEC which replaces Rule 15c3-1.

“S&P” means Standard & Poor’s Rating Services or any successor thereto.

“Sanctions” has the meaning specified in Section 5.01(g).

“Sanctioned Country” has the meaning specified in Section 5.01(g).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to the

principal functions thereof.

“Secured Creditors” means, collectively, the Lenders (including each Issuing Lender) and the

Administrative Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their

respective successors and assigns.

“Secured Hedging Agreement” means any Hedging Agreement between either Borrower or any other

Obligor and a counterparty that is (or is an Affiliate of) the Administrative Agent or a Lender as of the Closing Date

or at the time such Hedging Agreement is entered into, provided that, in the case of any Hedging Agreement entered

into with an Affiliate of any Lender, (x) such Hedging Agreement has been designated to the Administrative Agent

and the Lenders by written notice from the Borrowers as being a Secured Hedging Agreement and (y) such person

shall have delivered to the Administrative Agent a letter agreement in form and substance acceptable to the

Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the

applicable Loan Documents and (ii) agrees to be bound by the provisions of Article VIII, Section 9.04 and Section

9.07 as if it were a Lender.

“Secured Obligations” has the meaning assigned to such term in the Guarantee and Security Agreement.

“Security Documents” shall mean the Guarantee and Security Agreement, each Control Agreement (as

defined in the Guarantee and Security Agreement) and any other such security document, pledge agreement,

instrument or document utilized to pledge or grant or purport to pledge or grant a security interest or lien on any

property as collateral for the Secured Obligations.

“Self-Regulatory Organization” has the meaning assigned to such term in Section 3(a)(26) of the Exchange

Act.

“Senior Debt Transaction” means (i) a senior debt underwriting or commitment of a Borrower or any

Subsidiary of a Borrower or (ii) a payment of a Borrower or any Subsidiary of a Borrower under a fronting or

participation arrangement permitted under Section 6.02(a)(x) related to senior debt.

“SIPA” means the Securities Investor Protection Act of 1970, as from time to time amended, modified or

supplemented.

“SIPC” means the Securities Investor Protection Corporation established pursuant to SIPA or any other

corporation succeeding to the principal functions thereof.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR

Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the

secured overnight financing rate).

“SOFR Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than

pursuant to clause (c) of the definition of “ABR”.

“Solvent” and “Solvency” mean, with respect to any Person, that as of the Closing Date, (a) (i) the sum of

such Person’s debts (including contingent liabilities) does not exceed the present fair saleable value of such Person’s

present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the

Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe that it will incur, debts

including current obligations beyond its ability to pay such debts as they become due (whether at maturity or

otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable

laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent

liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at

such time, represents the amount that can reasonably be expected to become an actual or matured liability

(irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial

Accounting Standard No. 5).

“Specified Event of Default” means an Event of Default of the kind referred to in Section 7.01(a), Section

7.01(b), Section 7.01(g) or Section 7.01(h).

“Sponsor” means The Carlyle Group Inc.

“Subordinated Debt Transaction” means (i) a subordinated debt underwriting or commitment of a Borrower

or any Subsidiary of a Borrower or (ii) a payment of a Borrower or any Subsidiary of a Borrower under a fronting or

participation arrangement permitted under Section 6.02(a)(x) related to subordinated debt.

“Subordinated FINRA Loan” means a subordinated loan from TCG SF to TCG for purposes of meeting

regulatory capital requirements that is made pursuant to terms and documentation required by FINRA.

“Subordinated Indebtedness” means any Permitted Subordinated Debt or any other Indebtedness the terms

of which provide for customary subordination in right of payment to the obligations of a Borrower or any of its

Subsidiaries, as applicable, under this Agreement and the other Loan Documents.

“Subsidiary” means, at any time, any corporation, partnership, limited liability company or other entity of

which at least a majority of the Voting Shares are at the time directly or indirectly owned or controlled by a

Borrower or one or more Subsidiaries of a Borrower; provided that no Designated Entity shall be a Subsidiary.

“Supported QFC” has the meaning specified in Section 9.18.

“Target Operating Day” has the meaning specified in Section 9.17(a).

“Taxes” means all present and future taxes, duties, levies, imposts, assessments, deductions, withholdings

(including backup withholding) or similar fees or charges imposed by any Governmental Authority, including any

interest, additions to tax or penalties with respect thereto.

“TCG” has the meaning specified in the introduction hereto.

“TCG SF” has the meaning specified in the introduction hereto.

“Term SOFR” means,

(a)for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor

comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”)

that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is

published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any

Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been

published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR

Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as

published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for

which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as

such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government

Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a

tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S.

Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator;

provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the

Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a

Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR

will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was

published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business

Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination

Day

“Term SOFR Adjustment” means a percentage equal to (x) 0.11448% (11.448 basis points) for an Interest

Period of one month, (y) 0.26161% (26.161 basis points) for an Interest Period of three months and (z) 0.42826%

(42.826 basis points) for an Interest Period of six months.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a

successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable

discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Total Commitment Percentage” means, with respect to any Lender, at any time, the percentage of the

Aggregate Facility Amount represented by such Lender’s Commitments; provided that if any Commitments of such

Lender have terminated or expired, the Total Commitment Percentages with respect to such Commitments shall

equal the percentage of aggregate outstanding Loans of the applicable Class and L/C Exposure held by such Lender

and if there is no outstanding Loans of such Class and L/C Exposure, the Total Commitment Percentage with respect

to such Commitments shall be determined based upon the Commitments most recently in effect, giving effect to any

assignments.

“Total Credit Exposure” means, at any time, the sum of (a) the aggregate outstanding principal amount of

the Loans (being the Dollar Equivalent thereof in the case of Eurocurrency Loans denominated in an Alternate

Currency) plus (b) the aggregate outstanding L/C Exposure.

“Total Debt” means, with respect to any Borrower at any date, (a) all Indebtedness of such Borrower of the

types described in clause (a), clause (c) (but, in the case of clause (c), only to the extent of any unreimbursed

drawings under any letter of credit) and clause (e) of the definition thereof actually owing by such Borrower and/or

its Subsidiaries on such date to the extent appearing on the consolidated balance sheet of such Borrower determined

in accordance with GAAP (provided that the amount of any Capital Lease Obligations or any such Indebtedness

issued at a discount to its face value shall be determined in accordance with GAAP) minus (b)the aggregate cash and

Cash Equivalents included on the consolidated balance sheet of such Borrower as at such date to the extent the use

thereof for application to the payment of Indebtedness is not prohibited by law or any contract to which such

Borrower or any Subsidiary is a party; provided that for the purposes of this definition, Indebtedness shall not

include (i) any Finance Subsidiary Debt, (ii) any liabilities includable solely based on the application of FAS 140 or

FIN 46(R) and (iii) any Indebtedness of any Designated Entity.

“Total Equity” means, with respect to any Borrower as of any date of determination, (a) such Borrower’s

consolidated partners’ capital (or stockholders’ equity, as the case may be) measured on a GAAP basis, minus (b)

the sum of (i) any declared but unpaid distribution or dividend to such Borrower’s members (or any other equity

holders) and (ii) any loans or advances made to such Borrower’s members (or any other equity holders); provided

that Total Equity shall not include such Borrower’s members’ capital (or stockholders’ equity, as the case may be)

attributable to any Designated Entity.

“Type” refers to whether a Loan is an ABR Loan, a SOFR Loan or a Eurocurrency Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if

perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is

governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC”

means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the

provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“United States” or “U.S.” means the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.02(d)(iii).

“U.S. Special Resolution Regimes” has the meaning specified in Section 9.18.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a

day on which the Securities Industry and Financial Markets Association recommends that the fixed income

departments of its members be closed for the entire day for purposes of trading in United States government

securities.

“Voting Shares” means, with respect to any Person, such Person’s Equity Interests having the right to vote

for the election of directors, or other individuals performing similar functions, of such Person under ordinary

circumstances.

“Wholly-Owned Domestic Subsidiary” means a Domestic Subsidiary that is a Wholly-Owned Subsidiary.

“Wholly-Owned Subsidiary” means, with respect to any Person, any Subsidiary of which all of the Equity

Interests (other than, in the case of a corporation, directors’ qualifying shares) are directly or indirectly owned or

controlled by such Person or one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or

more Wholly-Owned Subsidiaries of such Person.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial

withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” means TCG, the Administrative Agent and any other applicable withholding agent.

SECTION 1.02Terms Generally. The definitions of terms herein shall apply equally to the singular and

plural forms of the terms defined. In the computation of periods of time from a specified date to a later specified

date, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding.” The

words “include,” “includes” and “including” shall be deemed in each case to be followed by the phrase “without

limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the

context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein

shall be construed in each case as referring to such agreement, instrument or other document as from time to time

amended, modified or supplemented, supplemented or otherwise modified (subject to any restrictions on such

amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be

construed in each case to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and

“hereunder,” and words of similar import shall be construed in each case to refer to this Agreement in its entirety

and not to any particular provision hereof, and (d) all references herein to Articles, Sections, Exhibits and Schedules

shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. For the

avoidance of doubt, references in Articles VIII and IX to the Lenders shall include in each case the Issuing Lender,

unless the context otherwise requires.

SECTION 1.03Accounting Terms; GAAP; Calculation of Debt to Equity Ratio.

(a)Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall

be construed in accordance with GAAP, as in effect from time to time; provided that if TCG notifies the

Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change

occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the

Administrative Agent notifies TCG that the Majority Lenders request an amendment to any provision hereof for

such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the

application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied

immediately before such change shall have become effective until such notice shall have been withdrawn or such

provision amended in accordance herewith.

(b)Calculation of the Debt to Equity Ratio shall be based on relevant information in the financial

statements and asset schedules delivered pursuant to Sections 6.01(a)(i), (ii) and (vi) giving pro forma effect to such

information where appropriate; provided that the amount of Total Debt shall be the amount outstanding as of the

date of determination after giving effect to the incurrence of any Indebtedness on such date of determination.

SECTION 1.04Divisions. For all purposes under the Loan Documents, in connection with any division

or plan of division under Delaware Law (or any comparable event under a different jurisdiction’s laws): (a) if any

asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person,

then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any

new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its

existence by the holders of its Equity Interests at such time.

ARTICLE II

THE COMMITMENTS

SECTION 2.01The Loans.

(a)(i) Each 2026 Tranche Lender severally agrees, on and subject to the terms and conditions of

this Agreement, to make loans to the Borrowers under this Section 2.01(a)(i) (each, a “2026 Tranche

Revolving Loan”) from time to time on any Business Day during the 2026 Availability Period, in an

aggregate principal amount that will not result in (x) such Lender’s 2026 Tranche Revolving Credit

Exposure exceeding such Lender’s 2026 Tranche Commitment or (y) the 2026 Tranche Revolving Credit

Exposure of all Lenders exceeding the aggregate 2026 Tranche Commitments.

(ii)Each 2027 Tranche Lender severally agrees, on and subject to the terms and conditions of

this Agreement, to make loans to the Borrowers under this Section 2.01(a)(ii) (each, a “2027 Tranche

Revolving Loan” and, together with the 2026 Tranche Revolving Loans, the “Loans”) from time to time on

any Business Day during the 2027 Availability Period, in an aggregate principal amount that will not result

in (x) such Lender’s 2027 Tranche Revolving Credit Exposure exceeding such Lender’s 2027 Tranche

Commitment or (y) the 2027 Tranche Revolving Credit Exposure of all Lenders exceeding the aggregate

2027 Tranche Commitments.

(iii)ABR Loans shall be denominated in Dollars, SOFR Loans shall be denominated in

Dollars and Eurocurrency Loans shall be denominated in one or more Alternate Currencies.

(iv)Anything in this Agreement to the contrary notwithstanding, (A) the Total Credit

Exposure shall not at any time exceed the then Aggregate Facility Amount, (B) the total 2026 Tranche

Revolving Credit Exposures shall not exceed the aggregate 2026 Tranche Commitments, (C) the total 2027

Tranche Revolving Credit Exposures shall not exceed the aggregate 2027 Tranche Commitments, and (D)

the obligation of the Lenders to make Loans is subject to the Concentration Percentages.

(v)Within such limits, the Borrowers may from time to time borrow under this Section 2.01,

prepay Loans in whole or in part pursuant to Section 3.06(a) and reborrow under this Section 2.01.

(vi)The Borrowers shall not be co-borrowers with respect to each Borrowing, and shall be

severally and not jointly liable for all obligations and liabilities with respect thereto in accordance with

Sections 2.05.

(b)Borrowing Procedure.

(i)Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing

of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in

each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated

in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of

such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative

Agent not later than 11:00 a.m. (New York time) on (x) the third Business Day prior to the date of such

Borrowing in the case of a Borrowing consisting of SOFR Loans, (y) the fourth Business Day prior to the

date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans denominated in an

Alternate Currency or (z) on the date of such Borrowing in the case of a Borrowing consisting of ABR

Loans, and the Administrative Agent shall give each Lender prompt notice thereof.

(ii)Each such notice of a Borrowing (a “Notice of Borrowing”) shall be irrevocable and

binding on the Borrowers and shall be in substantially the form of Exhibit C, specifying therein the

requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such

Borrowing, (3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as

applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the

Currency thereof and (6) in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, initial Interest

Period for such Loans.

(iii)Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing,

make available for the account of its Applicable Lending Office to the Administrative Agent at the

Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing.

(iv)After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of

the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to

the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of

such Borrower as the Administrative Agent and such Borrower may agree.

(v)If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then

the applicable Loans shall be made as ABR Loans. If the requesting Borrower fails to provide a timely

notice of Conversion or Continuation with respect to a Borrowing of SOFR Loans or Eurocurrency Loans,

then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest

Period of one month. If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation

of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest

Period, it will be deemed to have specified an Interest Period of one month. If the requesting Borrower

requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any

such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified

SOFR Loans in Dollars.

(vi)After giving effect to all Borrowings, all Conversions and all Continuations, there shall

not be more than 15 Interest Periods in effect.

Notwithstanding the foregoing no Borrower shall be entitled to request, or to elect to convert or continue,

any Borrowing if the Interest Period request (i) with respect to a Borrowing of 2026 Tranche Revolving Loans

would end after the 2026 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans

would end after the 2027 Termination Date.

(c)Types of Loans. Each Borrowing and each Conversion or Continuation thereof shall consist of

Loans of the same Class and Type (and, if such Loans are SOFR Loans or Eurocurrency Loans, having the same

Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their Applicable

Commitment Percentages.

(d)Accounts.

(i)Each Lender shall maintain in accordance with its usual practice an account or accounts

evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such

Lender, including the amounts of principal and interest payable and paid to such Lender from time to time

hereunder.

(ii)The Administrative Agent shall maintain accounts in which it shall record (x) the amount

of each Loan, the Type thereof, the Borrowing Category applicable thereto and the Interest Period

applicable thereto, (y) the amount of any principal or interest due and payable or to become due and

payable from the Borrowers to each Lender hereunder and (z) the amount of any sum received by the

Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(iii)The entries made in the accounts maintained pursuant to this clause (d) shall be prima

facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of

any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any

manner affect the obligation of the Borrowers to repay the Loans made to any Borrower or make payments

for other obligations (including L/C Reimbursement Obligations) in accordance with the terms of this

Agreement.

(e)Notes. Any Lender may, through the Administrative Agent, request that the Loans to be made by

it be evidenced by a promissory note of the Borrowers. In such event, the Borrowers shall prepare, execute and

deliver to such Lender a promissory note payable to such Lender (or its registered assigns), substantially in the form

of Exhibit A (each, a “Note”), in the amount of the 2026 Tranche Commitment or the 2027 Tranche Commitment, as

applicable, of such Lender, dated the Closing Date and otherwise appropriately completed.

SECTION 2.02Letter of Credit Facility.

(a)Letters of Credit.

(i)Each Issuing Lender agrees, on and subject to the terms and conditions of this

Agreement, to issue one or more standby letters of credit (each, a “Letter of Credit”) for the account of a

Borrower from time to time on any Business Day during the period from the Closing Date until the date ten

Business Days before the 2027 Termination Date, provided that the total L/C Exposure with respect to

Letters of Credit may not at any time exceed the Letter of Credit Facility Amount.

(ii)Letters of Credit may be denominated in Dollars or any Alternate Currency, as requested

in writing by any Borrower.

(iii)Anything in this Agreement to the contrary notwithstanding, the issuance of Letters of

Credit shall be subject to the limitations set forth in Section 2.01(a)(iv) and to the Concentration

Percentages.

(iv)Within the foregoing limits, and subject to the terms and conditions hereof, a Borrower’s

ability to obtain Letters of Credit shall be revolving, and accordingly a Borrower may, during the period

referred to in clause (i) above, obtain Letters of Credit to replace Letters of Credit that have expired or that

have been drawn upon and reimbursed.

(v)The Borrowers shall not be co-obligors with respect to any Letter of Credit, and shall be

severally and not jointly liable for all obligations and liabilities with respect thereto in accordance with

Sections 2.05.

(b)Terms; Issuance.

(i)Each Letter of Credit shall be in a form reasonably satisfactory to the relevant Issuing

Lender and have a stated expiration date that is no later than the earlier of (x) one year after its date of

issuance and (y) three Business Days prior to the 2027 Termination Date; provided that a Letter of Credit

with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in

no event extend beyond a date three Business Days prior to the 2027 Termination Date (except that one or

more Letters of Credit may expire up to one year after the 2027 Termination Date if each such Letter of

Credit has been cash collateralized or otherwise backstopped on terms reasonably satisfactory to the

Borrowers, the relevant Issuing Lender and the Administrative Agent)).

(ii)An Issuing Lender shall be under no obligation to issue any Letter of Credit if (A) any

order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin

or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing

Lender or any directive (whether or not having the force of law) from any Governmental Authority with

jurisdiction over such Issuing Lender shall prohibit, or direct that such Issuing Lender refrain from, the

issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such

Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for

which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or

shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on

the Closing Date (for which such Issuing Lender is not otherwise compensated hereunder), or (B) the

issuance of such Letter of Credit would violate any laws binding upon such Issuing Lender.

(c)Issuance Procedure.

(i)Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New

York time) on (x) in the case of a Letter of Credit denominated in Dollars, the third Business Day prior to

the proposed issuance date of such Letter of Credit or (y) in the case of a Letter of Credit denominated in an

Alternate Currency, the fourth Business Day prior to the proposed issuance date of such Letter of Credit, by

the requesting Borrower to the relevant Issuing Lender (or such shorter notice as shall be acceptable to such

Issuing Lender), with a copy to the Administrative Agent, and the Administrative Agent shall give to each

Lender prompt notice thereof by facsimile or email. Each such notice from the requesting Borrower (a

“Notice of Issuance”) shall be by facsimile or email, confirmed promptly by hard copy, specifying therein

the Issuing Lender and the requested date of issuance (which shall be a Business Day) of such Letter of

Credit, its face amount and expiration date and the name and address of the beneficiary thereof, and shall

attach the proposed form thereof (or such other information as shall be necessary to prepare such Letter of

Credit). If requested by the applicable Issuing Lender, the requesting Borrower shall supply such

application and agreement for letter of credit, in the form reasonably satisfactory to the relevant Issuing

Lender, as the relevant Issuing Lender may require in connection with such requested Letter of Credit (“L/

C Related Documents”) along with such other information reasonably related to the requested Letter of

Credit.

(ii)If the proposed Letter of Credit complies with the requirements of this Section 2.02, such

Issuing Lender will, unless the Issuing Lender has received written notice from the Administrative Agent,

that one or more of the applicable conditions set forth in Article IV shall not be satisfied, make such Letter

of Credit available to the requesting Borrower as agreed with the requesting Borrower in connection with

such issuance. In the event and to the extent that the provisions of any L/C Related Documents shall

conflict with this Agreement, the provisions of this Agreement shall govern.

(iii)Each Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies

of the Letters of Credit issued by it hereunder, and (B) to the Administrative Agent on the first Business

Day of each fiscal quarter a written report setting forth the Letters of Credit issued in Alternate Currencies,

solely for purposes of determining the Dollar Equivalent thereof.

(d)Reimbursement; Syndicate Participation.

(i)Automatically upon the issuance of each Letter of Credit, each Lender shall be deemed to

have automatically and unconditionally acquired a participation therein to the extent of such Lender’s Total

Commitment Percentage on the terms provided in this clause (d) without any further action; provided that

on the 2026 Termination Date, any participations so acquired by the 2026 Tranche Lenders that remain

outstanding as of such date shall be reallocated to the remaining Lenders ratably in accordance with such

Lender’s respective Total Commitment Percentage solely to the extent that the 2027 Termination Date has

not occurred on or prior to such date.

(ii)Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under

such Letter of Credit, the relevant Issuing Lender shall notify the requesting Borrower and the

Administrative Agent thereof. Not later than 1:00 p.m. (New York time) on the second Business Day

following any L/C Payment by an Issuing Lender (the “Honor Date”), the applicable Borrower agrees to

reimburse such Issuing Lender directly in an amount equal to the amount of such L/C Payment.

(iii)If the Borrowers fail to so reimburse such Issuing Lender by such date, or if any amounts

reimbursed by any Borrower are required to be returned or disgorged for any reason, such Issuing Lender

shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each

Lender of the Honor Date, the unreimbursed amount of such L/C Payment (the “Unreimbursed Amount”),

and the amount of such Lender’s pro rata share thereof. In such event, such Borrower shall be irrevocably

deemed to have requested a Borrowing of ABR Loans pro rata across the 2026 Tranche Commitment and

the 2027 Tranche Commitment to be disbursed on the Honor Date in an aggregate Dollar Equivalent

amount equal to the Unreimbursed Amount (without regard to the minimum and multiples specified in

Section 2.01(b)); provided that, notwithstanding any other provision to the contrary in this Section 2.02, no

such Borrowing of ABR Loans shall be permitted unless the Debt to Equity Ratio of each Borrower shall

be less than or equal to 7.00 to 1.00 after giving pro forma effect to such Borrowing and the conditions

specified in clauses (a) and (b) of Section 4.02 have been satisfied on or as of the date of such Borrowing.

Any notice given by an Issuing Lender or the Administrative Agent pursuant to this Section 2.02(d)(iii)

may be given by telephone if immediately confirmed in writing; provided that the lack of such an

immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(iv)Subject to the proviso in Section 2.02(d)(iii), each Lender (including any Lender acting as

an Issuing Lender) unconditionally agrees upon any notice pursuant to Section 2.02(d)(iii) to make funds

available to the Administrative Agent for the account of the relevant Issuing Lender at the Administrative

Agent’s Account in an amount equal to its Total Commitment Percentage of the Unreimbursed Amount not

later than 1:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative

Agent, whereupon each Lender that so makes funds available shall be deemed to have made an ABR Loan

to the Borrowers in the Dollar Equivalent of such amount. The Administrative Agent shall remit the funds

so received to the relevant Issuing Lender.

(v)Each Borrower (on a several and not joint basis) agrees to pay interest on the

unreimbursed amount of each L/C Reimbursement Obligation of such Borrower to the relevant Issuing

Lender, for each day from the date of the relevant L/C Payment until such L/C Reimbursement Obligation

is reimbursed or refinanced in full as herein provided, at the rate provided in Section 3.02(b)(ii).

(vi)Subject to the first proviso in Section 2.02(d)(iii), each Lender’s obligation to make the

payments provided in clause (iv) above to reimburse an Issuing Lender for any L/C Payment shall be

absolute and unconditional and shall not be affected by (A) any setoff or counterclaim which such Lender

may have against an Issuing Lender, any Borrower or any other Person, (B) the occurrence or continuance

of a Default or any reduction or termination of the Commitments or any of them, (C) any of the matters

referred to in clause (e) below or (D) any other circumstance whatsoever.

(vii)If any Lender fails timely to make available to the Administrative Agent for the account

of an Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of

this Section 2.02, such Issuing Lender shall be entitled to recover from such Lender (acting through the

Administrative Agent), on demand, such amount with interest thereon for the period from the date such

payment is required to the date on which such payment is immediately available to such Issuing Lender at a

rate per annum equal to the Federal Funds Rate from time to time in effect (without duplication of amounts

paid by any Borrower under clause (v) above). A certificate of such Issuing Lender submitted to any

Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vii) shall

be conclusive absent manifest error.

(viii)At any time after an Issuing Lender has made an L/C Payment and has received funds

from a Lender in respect of such payment in accordance with Section 2.02, if the Administrative Agent

receives for the account of such Issuing Lender any payment in respect of the related Unreimbursed

Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of cash

collateral applied thereto by the Administrative Agent), the Administrative Agent will promptly distribute

to such Lender its pro rata share thereof in the same funds as those received by the Administrative Agent.

(e)Borrowers’ Obligations Unconditional. The several and not joint obligation of each Borrower to

reimburse each Issuing Lender for each L/C Payment under each Letter of Credit of such Borrower shall be

absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement

under all circumstances whatsoever, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, any Loan Document or any

other agreement or instrument relating thereto;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers

may have at any time against any beneficiary of such Letter of Credit (or any Person for whom any such

beneficiary may be acting), such Issuing Lender or any other Person, whether in connection with this

Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or

instrument relating thereto; or

(iii)any sight draft, demand, certificate or other document presented under such Letter of

Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being

untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document

required in order to obtain an L/C Payment under such Letter of Credit; or

(iv)any payment by such Issuing Lender under such Letter of Credit against presentation of a

sight draft or certificate that does not strictly comply with the terms of such Letter of Credit or any payment

made by such Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in

bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other

representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any

arising in connection with any proceeding under any bankruptcy, insolvency, reorganization or similar law.

(f)Issuing Lender Rights. Each Lender and each Borrower agrees that, in making any L/C Payment

under a Letter of Credit, the relevant Issuing Lender shall not have any responsibility to obtain any document (other

than any sight draft, certificate and other document expressly required by the Letter of Credit) or to ascertain or

inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering the

same. None of the Issuing Lenders, the Administrative Agent, any of the respective Related Parties, nor any

correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for (i) any action taken

or omitted in connection herewith at the request or with the approval of the Lenders or the Majority Lenders, as

applicable, (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct, or

(iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter

of Credit or L/C Related Document. None of the Issuing Lenders, the Administrative Agent, any of the respective

Related Parties, nor any correspondents, participants or assignees of the Issuing Lender, shall be liable or

responsible for any of the matters described in Section 2.02(e); provided that anything therein or elsewhere in this

Agreement to the contrary notwithstanding, the Borrowers may have a claim against an Issuing Lender, and such

Issuing Lender may be liable to the Borrowers, to the extent, but only to the extent, of any direct (as opposed to

special, indirect, consequential or punitive) damages suffered by the Borrowers which were directly caused by such

Issuing Lender’s bad faith, willful misconduct or gross negligence as determined by a final and nonappealable ruling

of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Lender may

accept documents that appear on their face to be in order, without responsibility for further investigation, regardless

of any notice or information to the contrary.

(g)Applicability of ISP98. Unless otherwise expressly agreed by an Issuing Lender and the

requesting Borrower when a Letter of Credit is issued, the “International Standby Practices 1998” published by the

Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of

issuance) shall apply to each Letter of Credit.

SECTION 2.03Fees.

(a)Agency Fee. The Borrowers (on a several and not joint basis) agree to pay to the Administrative

Agent, for the Administrative Agent’s own account, an administrative agency fee at the times and in the amounts as

agreed in writing by TCG and the Administrative Agent.

(b)Facility Fee. The Borrowers (on a several and not joint basis) agree to pay to the Administrative

Agent, for the account of each Lender, a fee payable in Dollars on the amount of the aggregate Commitments of

such Lender for each day during the period from the date hereof until the 2027 Termination Date, at a rate of 0.30%

per annum, payable quarterly in arrears on the entire Aggregate Facility Amount (irrespective of usage) on the last

Business Day of March, June, September and December of each year, on each Commitment Termination Date and

on the date of termination of the Commitments.

(c)Letter of Credit Fees.

(i)Each Borrower (on a several and not joint basis) agrees to pay to the Administrative

Agent, for the pro rata account of the Lenders based on their respective Total Commitment Percentages, a

commission payable in Dollars on the average daily undrawn amount of each outstanding Letter of Credit

(in Dollars or, if such Letter of Credit is an Alternate Currency Letter of Credit, the Dollar Equivalent) of

such Borrower at a rate equal to the Applicable Margin then in effect for SOFR Loans, payable quarterly in

arrears on the last Business Day of March, June, September and December of each year and on each

Commitment Termination Date, commencing on the first such date after the date hereof.

(ii)Each Borrower (on a several and not joint basis) agrees to pay to each Issuing Lender, for

the sole account of such Issuing Lender, (x) a fronting fee payable in Dollars with respect to each Letter of

Credit of such Borrower issued by such Issuing Lender, payable quarterly in arrears on the last Business

Day of each March, June, September and December and on each Commitment Termination Date, in an

amount equal to 0.125% per annum of the average daily available amount of such Letter of Credit (in

Dollars or, if such Letter of Credit is an Alternate Currency Letter of Credit, the Dollar Equivalent) and (y)

such customary fees and charges in connection with the issuance or administration of each Letter of Credit

of such Borrower issued by such Issuing Lender as may be agreed in writing between such Borrower and

such Issuing Lender from time to time. The Issuing Lender will notify the applicable Borrower of any and

all such fees and charges payable under this Section 2.03.

(d)Other Fees. Each Borrower (on a several and not joint basis) shall pay to the Administrative

Agent and the Lead Arranger for their own respective accounts such other fees in the amounts and at the times as

may be agreed in writing between such Borrower and the Administrative Agent and/or the Lead Arranger.

SECTION 2.04Changes of Commitments.

(a)Commitment Termination Date. The 2026 Tranche Commitment of each Lender shall be

automatically reduced to zero on the 2026 Termination Date. The 2027 Tranche Commitment of each Lender shall

be automatically reduced to zero on the 2027 Termination Date.

(b)Commitment Termination or Reduction. (i) subject to the last sentence of this Section 2.04(b),

TCG shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in

whole or reduce ratably in part the Commitments; provided that (x) each partial reduction shall be in a minimum

aggregate amount of $5,000,000 (and in minimum multiples of $1,000,000 in excess thereof) and (y) after giving

effect to such termination or reduction, (A) the Total Credit Exposure does not exceed the Aggregate Facility

Amount, (B) the total 2026 Tranche Revolving Credit Exposures does not exceed the aggregate 2026 Tranche

Commitments, (C) the total 2027 Tranche Revolving Credit Exposures does not exceed the aggregate 2027 Tranche

Commitments and (D) the L/C Exposure does not exceed the Letter of Credit Facility Amount. Once terminated or

reduced, the Commitments may not be reinstated; and

(i)Notice of Termination or Reduction. The Borrowers shall notify the Administrative

Agent in writing of any election to terminate or reduce any Commitments under Section 2.04(b) by 12:00

p.m. New York City time at least one Business Day (or, in the case of a prepayment of SOFR Loans or

Eurocurrency Loans, three (3) Business Days) (or in each case such shorter period as the Administrative

Agent may agree in its sole discretion) prior to the effective date of such termination or reduction,

specifying such election and the effective date thereof. Promptly following receipt of any such notice, the

Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by

the Borrowers pursuant to this Section 2.04 shall be irrevocable; provided that a notice of termination of the

Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness

of any other credit facilities or the closing of any securities offering, or the occurrence of any other event

specified therein, in which case such notice may be revoked by the Borrowers (by notice to the

Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With

respect to the effectiveness of any such other credit facilities or the closing of any such securities offering,

the Borrowers may extend the date of termination at any time with the consent of the Administrative Agent

(which consent shall not be unreasonably withheld or delayed). Any termination or reduction of the

Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be

made ratably among the Lenders in accordance with their respective Commitments of such Class, except

with respect to the Commitments of a Defaulting Lender, which the Borrowers may elect to reduce on a

non-ratable basis notwithstanding anything to the contrary herein or in any other Loan Document.

SECTION 2.05Concerning Several and Not Joint Liability of the Borrowers. The obligations of the

Borrowers hereunder (including in respect of the Obligations) are several and not joint.

SECTION 2.06Reserved.

SECTION 2.07Benchmark Replacement Rate Setting.

(a)If the Administrative Agent reasonably determines that for any reason, adequate and reasonable

means do not exist for determining the Benchmark for any requested Interest Period with respect to a proposed

SOFR Loan or Eurocurrency Loan or is informed by the Majority Lenders that the Benchmark for any requested

Interest Period with respect to a proposed SOFR Loan or Eurocurrency Loan does not adequately and fairly reflect

the cost to such Lenders of funding such Loan, or that deposits are not being offered to banks in the relevant

interbank market for the applicable amount and the Interest Period of such SOFR Loan or Eurocurrency Loan, the

Administrative Agent will promptly so notify TCG (for the avoidance of doubt, for purposes of this Section 2.07,

any provision requiring the consent of TCG or that TCG be notified shall not require any additional consent by TCG

SF or notification to TCG SF, as applicable) and each Lender. Thereafter, the obligation of the Lenders to make or

maintain SOFR Loans or Eurocurrency Loans in the affected currency or currencies shall be suspended until the

Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice. Upon receipt of such

notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR

Loans or Eurocurrency Loans or, failing that, will be deemed to have converted such request into a request for a

Borrowing of ABR Loans in the amount specified therein, and the Borrowers shall not have to pay any amounts that

would otherwise be due under Section 3.12 with respect to such revocation or conversion (or, in the case of a

pending request for a Loan denominated in an Alternate Currency, TCG, the Administrative Agent and the Lenders

may establish a mutually acceptable alternative rate).

(b)Notwithstanding anything else in this Agreement to the contrary, if at any time:

(i)(A) the Administrative Agent determines (which determination shall be conclusive absent

manifest error) that the circumstances set forth in Section 2.07(a) have arisen and such circumstances are

unlikely to be temporary or (B) the circumstances set forth in Section 2.07(a) have not arisen but the

supervisor or the administrator of such Benchmark or a Governmental Authority or an insolvency official

having jurisdiction over the supervisor or administrator, or a court or an entity with similar insolvency or

resolution authority over the supervisor or administrator, or the central bank for the currency of the relevant

Benchmark has made a public statement or published information stating that the administrator or

supervisor (each of the foregoing, a “Relevant Administrator”) has ceased or will cease to use such

Benchmark for determining interest rates for loans in Dollars, Euros or British Pounds Sterling (or any

other currency, as applicable); provided that, in the case of this clause (B), at the time of such statement or

publication, there is no successor administrator that will continue to provide any Available Tenor of such

Benchmark;

(ii)a Relevant Administrator has made a public statement or published information

announcing that such Benchmark is no longer representative;

(iii)an event has occurred that would require the existing Benchmark set forth in any non-

speculative interest rate Hedging Agreement related to the Loans to be amended by adherence to a final

protocol published by, or other amendment promulgated by, the International Swaps and Derivatives

Association, Inc. (“ISDA”) to facilitate the replacement of such Benchmark or if any non-speculative

interest rate Hedging Agreement related to the Loans is entered into after the Amendment No. 3 Effective

Date and is subject to ISDA Definitions amended after the Amendment No. 3 Effective Date that reflect a

replacement of such Benchmark used in this Agreement on the Amendment No. 3 Date; or

(iv)either (A) a notification is made by TCG to the Administrative Agent or (B) a notification

is made by the Administrative Agent to TCG, and TCG agrees in writing that such notification constitutes a

Benchmark Trigger Event (as defined below), in each case, that at least five currently outstanding

syndicated credit facilities of the same currency as this facility, each available for review (including by way

of availability through posting on DebtDomain, IntraLinks, Debt X, SyndTrak Online or by similar

electronic means) and identified by TCG or the Administrative Agent, as applicable, in such notice, contain

(as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of Term SOFR or

the Eurocurrency Rate (or similar Benchmark) a replacement benchmark rate (each of (i) through (iv), a

“Benchmark Trigger Event”),

then (x) if a Benchmark Trigger Event pursuant to clause (i) of the definition thereof has occurred, the

Benchmark Replacement Rate will replace the Benchmark on the applicable Benchmark Replacement Date, with

respect to this facility, for all purposes hereunder and under any Loan Document in respect of the Benchmark, with

respect to the facility, without any amendment to, or further action or consent of any other party to, this Agreement

or any other Loan Document (it being understood that, in connection with the implementation of a Benchmark

Replacement Rate pursuant to this clause (x), the Administrative Agent will have the right to make Benchmark

Replacement Conforming Changes from time to time (to the extent expressly provided in the definition of

“Benchmark Replacement Conforming Changes”, with the consent of TCG) and, notwithstanding anything to the

contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement

Conforming Changes will become effective without any further action or consent of any other party to this

Agreement or any other Loan Document), and (y) if a Benchmark Trigger Event pursuant to clauses (ii) – (iv) of the

definition thereof has occurred, the Administrative Agent and TCG may establish an alternate benchmark floating

rate of interest to Adjusted Term SOFR or the Eurocurrency Rate that is a Benchmark Replacement Rate, and may

enter into an amendment to this Agreement (the “Benchmark Replacement Amendment”) to reflect such Benchmark

Replacement Rate and such other related changes to this Agreement with respect thereto as may be applicable in

their discretion, including provisions for the Administrative Agent and TCG to allow for the adoption (without

further amendment) of a term structure and any Benchmark Replacement Conforming Changes; provided, further,

that any Benchmark Replacement Rate implemented pursuant to this Section 2.07 shall only be implemented to the

extent it is commercially, operationally and administratively practicable for the Administrative Agent to administer

(as determined by the Administrative Agent in its sole discretion). Notwithstanding anything to the contrary herein,

the Benchmark Replacement Amendment (i) shall become effective without any further action or consent of any

other party to this Agreement and (ii) may designate the timing of effectiveness of the Benchmark Replacement Rate

(including pursuant to the occurrence of identified conditions).

(c)If a Benchmark Trigger Event pursuant to clauses (ii) – (iv) of the definition thereof has occurred

and there is not a Benchmark Replacement Rate, then the Administrative Agent and TCG may establish an alternate

benchmark floating term rate of interest to Adjusted Term SOFR or the Eurocurrency Rate that is not a Benchmark

Replacement Rate, which may include a spread or method for determining a spread or other adjustments or

modifications (including to make appropriate adjustments for the duration and time for determination of such rate in

relation to any applicable Interest Period), and enter into a Benchmark Replacement Amendment to reflect such

alternate rate of interest, which amendment shall become effective within five Business Days of the date that notice

of such alternate rate of interest is provided to the Lenders unless prior to the end of such five Business Day period

the Administrative Agent receives a written notice from the Majority Lenders stating that such Majority Lenders

object to such alternate rate of interest (the “Alternative Benchmark Rate”); provided that any Alternative

Benchmark Rate implemented pursuant to this paragraph shall only be implemented to the extent it is commercially,

operationally and administratively practicable for the Administrative Agent to administer (as determined by the

Administrative Agent in its sole discretion). For the avoidance of doubt, if the Alternative Benchmark Rate as so

determined pursuant to any clause above for the would be less than the Floor, the Alternative Benchmark Rate will

be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

(d)Following the effectiveness of the Benchmark Replacement Rate or the Benchmark Replacement

Amendment, if any Benchmark Trigger Event occurs with respect to the Benchmark Replacement Rate or the

Alternative Benchmark Rate identified in such Benchmark Replacement Amendment (including, for the avoidance

of doubt, any change in or alternative to the Benchmark Replacement Adjustment or any change in or alternative to

a compounded or term methodology for calculating such benchmark), then the Administrative Agent and TCG may

enter into an additional Benchmark Replacement Amendment to reflect another Benchmark Replacement Rate

without any further action or consent of any other party to this Agreement or to reflect an Alternative Benchmark

Rate, which amendment, for the avoidance of doubt, shall become effective within five Business Days of the date

that notice of such alternate rate of interest is provided to the Lenders, unless prior to the end of such five Business

Day period the Administrative Agent receives a written notice from the Majority Lenders stating that such Majority

Lenders object to such alternate rate of interest; provided that, with respect to any such additional Benchmark

Replacement Amendment to reflect another Benchmark Replacement Rate, the Majority Lenders shall (i) not be

entitled to object to any such Benchmark Replacement Rate based on SOFR or SONIA contained in such additional

Benchmark Replacement Amendment and (ii) only be entitled to object to the Benchmark Replacement Adjustments

with respect thereto.

(e)At any time (including in connection with the implementation of a Benchmark Replacement Rate),

(i) if the then-current Benchmark is a term rate (including Term SOFR), then the Administrative Agent may remove

any tenor of such Benchmark that it reasonably determines is unavailable or non-representative for Benchmark

(including Benchmark Replacement Rate) settings and (ii) the Administrative Agent may reinstate any such

previously removed tenor for Benchmark (including Benchmark Replacement Rate) settings.

(f)The Administrative Agent does not warrant or accept any responsibility for, and shall not have any

liability with respect to, the administration, submission or any other matter related to Adjusted Term SOFR, the

Eurocurrency Rate, or with respect to any alternative, successor or replacement rate thereof (including any

Benchmark Replacement Rate), or any calculation, component definition thereof or rate referenced in the definition

thereof, including, without limitation, (i) any such alternative, successor or replacement rate (including any

Benchmark Replacement) implemented pursuant to this Section 2.07, upon the occurrence of a Benchmark

Transition Event, and (ii) the effect, implementation or composition of any Benchmark Replacement Conforming

Changes pursuant to clause (b) of this Section 2.07, including without limitation, whether the composition or

characteristics of any such alternative, successor or replacement reference rate (including any Benchmark

Replacement) will be similar to, or produce the same value or economic equivalence of, Adjusted Term SOFR or the

Eurocurrency Rate or have the same volume or liquidity as did Adjusted Term SOFR or the Eurocurrency Rate or

Adjusted Term SOFR or the Eurocurrency Rate prior to the discontinuance or unavailability of Adjusted Term

SOFR or the Eurocurrency Rate, as applicable. In addition, the discontinuation of Adjusted Term SOFR or

Eurocurrency Rate, and any alternative, successor or replacement reference rate may result in a mismatch between

the reference rate referenced in this Agreement and your other financial instruments, including potentially those that

are intended as hedges. The Administrative Agent and its Affiliates and/or other related entities may engage in

transactions that affect the calculation of Adjusted Term SOFR or the Eurocurrency Rate, or any alternative,

successor or replacement rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in

each case, with all determinations of Adjusted Term SOFR or the Eurocurrency Rate or such alternative, successor

or replacement rate by the Administrative Agent to be conclusive, absent manifest error. The Administrative Agent

may select information sources or services in its reasonable discretion to ascertain Adjusted Term SOFR or the

Eurocurrency Rate, or any component definition thereof or rates referred to in the definition thereof, or any such

alternative, successor or replacement rate, in each case pursuant to the terms of this Agreement (as amended,

amended and restated, supplemented or otherwise modified from time to time), and shall have no liability to the

Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special,

punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and

whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any

such information source or service.

(g)As used in this Section 2.07:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark,

as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may

be used for determining the length of an interest period pursuant to this Agreement as of such date and not including,

for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest

Period” pursuant to Section 2.07(d).

“Benchmark” means, initially, the (i) the Term SOFR Reference Rate or (ii) with respect to Alternative

Currencies, the Eurocurrency Rate; provided that if a Benchmark Trigger Event has occurred with respect to the

Term SOFR Reference Rate, the Eurocurrency Rate or the then current Benchmark, then “Benchmark” means the

applicable Benchmark Replacement Rate to the extent that such Benchmark Replacement Rate has replaced such

prior benchmark rate pursuant to Section 2.07.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current

Benchmark with an Unadjusted Benchmark Replacement for each applicable Interest Period (to the extent an

Interest Period remains applicable, otherwise, such other period and Available Tenor):

(1)for purposes of clause (i)(a) of the definition of “Benchmark Replacement Rate”, the first

alternative set forth in the order below that can be determined by the Administrative Agent:

(a)the spread adjustment, or method for calculating or determining such spread adjustment,

(which may be a positive or negative value or zero) as of the Reference Time such

Benchmark Replacement is first set for such Interest Period that has been selected or

recommended by the Relevant Governmental Body for the replacement of such Benchmark

with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding

Tenor;

(b)the spread adjustment (which may be a positive or negative value or zero) as of the

Reference Time such Benchmark Replacement is first set for such Interest Period that

would apply to the fallback rate for a derivative transaction referencing the ISDA

Definitions to be effective upon an index cessation event with respect to such Benchmark

for the applicable Corresponding Tenor; and

(2)for purposes of clause (i)(b) and clause (ii) of the definition of “Benchmark Replacement Rate”,

the spread adjustment, or method for calculating or determining such spread adjustment, (which

may be a positive or negative value or zero) that has been selected by TCG and the Administrative

Agent giving due consideration to (i) any selection or recommendation of a spread adjustment, or

method for calculating or determining such spread adjustment, for the replacement of such

Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant

Governmental Body, (ii) any evolving or then-prevailing market convention for determining a

spread adjustment, or method for calculating or determining such spread adjustment, for the

replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for

syndicated credit facilities of the applicable currency at such time and (iii) the making of

appropriate adjustments for the duration and time for determination of the Benchmark

Replacement Rate in relation to any applicable Interest Period;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information

service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative

Agent in its reasonable discretion.

“Benchmark Replacement Amendment” has the meaning specified in Section 2.07(b).

“Benchmark Replacement Conforming Changes” means, with respect to any proposed Benchmark

Replacement Amendment, any technical, administrative or operational changes (including changes to the

definition of “ABR,” the definition of “Interest Period,” the definition of “Business Day,” the definition of “U.S.

Government Securities Business Day,” timing and frequency of determining rates and making payments of

interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback

periods, the applicability of breakage provisions, the formula for calculating any successor rates identified

pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the

successor Floor to the successor Benchmark Replacement and other technical, administrative or operational

matters) that the Administrative Agent (or, for purposes of clause (i)(c) and clause (ii) of the definition of

“Benchmark Replacement Rate”, the Administrative Agent with the consent of TCG) reasonably determines may

be appropriate to reflect the adoption and implementation of such Benchmark Replacement Rate and the other

provisions contemplated by Section 2.07 (provided that any such change that is not substantially consistent with

both (x) market practice and (y) other syndicated credit facilities for similarly situated sponsors denominated in

the same currency as this facility for which Mizuho acts as administrative agent shall be determined by the

Administrative Agent in consultation with TCG), and to permit the administration thereof by the Administrative

Agent in a manner substantially consistent with both (x) market practice and (y) other syndicated credit facilities

for similarly situated sponsors denominated in the same currency as this facility for which Mizuho acts as

administrative agent (or, if the Administrative Agent decides that adoption of any portion of such market practice

is not administratively feasible or if the Administrative Agent determines that no market practice for the

administration of the Benchmark Replacement Rate exists, in such other manner of administration as the

Administrative Agent, in consultation with TCG (or, for purposes of clauses (i)(c) and clause (ii) of the definition

of “Benchmark Replacement Rate”, the Administrative Agent with the consent of TCG), determines is reasonably

necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the

then-current Benchmark:

(1)in the case of clause (i)(A) of the definition of “Benchmark Trigger Event,” the date on which the

administrator of the Term SOFR Reference Rate or the Eurocurrency Rate permanently or

indefinitely ceases to provide all Available Tenors of such Benchmark; or

(2)in the case of clause (i)(B) of the definition of “Benchmark Trigger Event,” the later of (a) the date

of the public statement or publication of information referenced therein and (b) the date on which

the administrator of such Benchmark permanently or indefinitely ceases to provide all Available

Tenors of such Benchmark.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same

day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date

will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark

Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any

Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current

Available Tenors of such Benchmark (or the published component used in the calculation thereof).

(3) “Benchmark Replacement Rate” means:

(i)in the case of Loans denominated in Dollars, if a Benchmark Trigger Event pursuant to clause (i)

of the definition thereof has occurred, the first alternative set forth in the order below that can be

determined by the Administrative Agent upon such occurrence:

(a)the sum of (a) Daily Simple SOFR and (b) the related Benchmark Replacement

Adjustment; and

(b)the sum of: (a) the alternate benchmark rate that has been selected by TCG and the

Administrative Agent giving due consideration to (i) any selection or recommendation of a

replacement rate or the mechanism for determining such a rate by the Relevant

Governmental Body or (ii) any evolving or then-prevailing market convention for

determining a rate of interest as a replacement to the then-current Benchmark for syndicated

credit facilities of the applicable currency at such time and (b) the related Benchmark

Replacement Adjustment;

(ii)if a Benchmark Trigger Event pursuant to clauses (ii) – (iv) of the definition thereof has occurred,

the sum of: (a) the alternate benchmark rate that has been selected by TCG and the Administrative

Agent giving due consideration to (i) any selection or recommendation of a replacement rate or the

mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or

then-prevailing market convention for determining a rate of interest as a replacement to the then-

current Benchmark for syndicated credit facilities of the applicable currency and (b) the

Benchmark Replacement Adjustment;

provided that, if the Benchmark Replacement Rate as so determined pursuant to any clause above for the would

be less than the Floor, the Benchmark Replacement Rate will be deemed to be the Floor for the purposes of this

Agreement and the other Loan Documents.

“Benchmark Trigger Event” has the meaning specified in Section 2.07(b).

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor

(including overnight) or an interest payment period having approximately the same length (disregarding business

day adjustment) as such Available Tenor.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a

lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected

or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated

business loans; provided, that if the Administrative Agent decides that any such convention is not administratively

feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its

reasonable discretion.

“Daily Simple SONIA” means, for any day (a “SONIA Interest Day”), a rate per annum equal to, for any

Loans denominated British Pounds Sterling, the greater of (i) SONIA for the day that is five (5) London Banking

Days prior to (A) if such SONIA Interest Day is a London Banking Day, such SONIA Interest Day or (B) if such

SONIA Interest Day is not a London Banking Day, the London Banking Day immediately preceding such SONIA

Interest Day, in each case, as such SONIA is published by the SONIA Administrator on the SONIA

Administrator’s Website, and (ii) 0%.

“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA or any successor thereto, as

amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives

published from time to time by ISDA or such successor thereto.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such

Benchmark is the Term SOFR Reference Rate, 5:00 a.m. (New York time) on the day that is two U.S.

Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is the

Eurocurrency Rate, 11:00 a.m. (London time) on the day that is two London Banking days preceding the date of

such setting, and (2) if such Benchmark is not the Term SOFR Reference Rate or the Eurocurrency Rate, the time

determined by the Administrative Agent in its reasonable discretion.

“Relevant Administrator” has the meaning specified in Section 2.07(b)(i).

“Relevant Governmental Body” means (i) with respect to any Benchmark denominated in Dollars, the

Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee

officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve

Bank of New York, or any successor thereto or (ii) with respect to any Benchmark denominated in a currency

other than Dollars, (a) the central bank for the currency in which such Benchmark is denominated or any central

bank or the regulatory supervisor for the administrator of such Benchmark (or the published component used in

the calculation thereof), (b) any working group or committee officially endorsed or convened by (1) the central

bank for the currency in which such Benchmark is denominated, (2) any central bank or other supervisor that is

responsible for supervising either (A) such Benchmark or (B) the administrator of such Benchmark, (3) a group of

those central banks or other supervisors, (4) the Financial Stability Board or any part thereof, (c) an insolvency

official with jurisdiction over the administrator for such Benchmark (or such component), (d) a resolution

authority with jurisdiction over the administrator for such Benchmark (or such component) or (e) a court or an

entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such

component).

“SONIA” means a rate per annum equal to the Sterling Overnight Index Average as administered by the

SONIA Administrator.

“SONIA Administrator” means the Bank of England (or any successor administrator of the Sterling

Overnight Index Average).

“SONIA Administrator’s Website” means the Bank of England’s website, currently at http://

www.bankofengland.co.uk, or any successor source for the Sterling Overnight Index Average identified as such

by the SONIA Administrator from time to time.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement Rate

excluding the related Benchmark Replacement Adjustment.

ARTICLE III

PAYMENTS

SECTION 3.01Repayment. Each Borrower (on a several and not joint basis) agrees to repay the full

principal amount of each 2026 Tranche Revolving Loan made to such Borrower by each Lender, and each such

2026 Tranche Revolving Loan shall mature, on the 2026 Termination Date. Each Borrower (on a several and not

joint basis) agrees to repay the full principal amount of each 2027 Tranche Revolving Loan made to such Borrower

by each Lender, and each such 2027 Tranche Revolving Loan shall mature, on the 2027 Termination Date.

SECTION 3.02Interest.

(a)Ordinary Interest. Each Borrower (on a several and not joint basis) agrees to pay interest on the

unpaid principal amount of each Loan made to such Borrower, from the date of such Loan until such principal

amount shall be paid in full, at the following rates per annum:

(i)ABR Loans. While such Loan is an ABR Loan, a rate per annum equal to the ABR in

effect from time to time plus the Applicable Margin as in effect from time to time, interest under this clause

(i) to be payable quarterly in arrears on the last Business Day of each March, June, September and

December and on the date such ABR Loan shall be Converted and on the date of each payment of principal

thereof.

(ii)SOFR Loans. While such Loan is a SOFR Loan, a rate per annum for each Interest

Period for such Loan equal to Adjusted Term SOFR for such Interest Period plus the Applicable Margin as

in effect from time to time, interest under this clause (ii) to be payable on the last day of such Interest

Period and, if such Interest Period has a duration of more than three months, on the date three months after

the first day of such Interest Period, and on each date on which such SOFR Loan shall be Continued or

Converted and on the date of each payment of principal thereof.

(iii)Eurocurrency Loans. While such Loan is a Eurocurrency Loan, a rate per annum for each

Interest Period for such Loan equal to the Eurocurrency Rate for such Interest Period plus the Applicable

Margin as in effect from time to time, interest under this clause (iii) to be payable on the last day of such

Interest Period and, if such Interest Period has a duration of more than three months, on the date three

months after the first day of such Interest Period, and on each date on which such Eurocurrency Loan shall

be Continued or Converted and on the date of each payment of principal thereof. Notwithstanding the

foregoing, interest on Loans calculated based on Daily Simple SONIA shall be payable quarterly in arrears

on the last Business Day of March, June, September and December of each year.

(b)Default Interest. Notwithstanding the foregoing, each Borrower (on a several and not joint basis)

shall pay interest on:

(i)any principal of any Loan made to such Borrower that is not paid when due (whether at

scheduled maturity or otherwise), payable on demand and in any event on the date such amount shall be

paid, at a rate per annum equal at all times to two percent (2%) per annum above the rate per annum

required to be paid on such Loan pursuant to said Section 3.02(a)(i) or (a)(ii), as applicable; and

(ii)any interest, fee or other amount (other than any principal) owing from such Borrower

that is not paid when due, from the due date thereof until such amount shall be paid, payable on demand

and in any event on the date such amount shall be paid in full, at a rate per annum equal at all times to two

percent (2%) per annum above the rate per annum then required to be paid on ABR Loans.

SECTION 3.03[Reserved].

SECTION 3.04Interest Rate Determinations.

(a)Notice of Interest Rates. The Administrative Agent shall give prompt notice to TCG and the

Lenders of the applicable interest rates determined by the Administrative Agent.

(b)SOFR Rate or Eurocurrency Rate Inadequate. Subject to Section 2.07, if, with respect to any

SOFR Loan or Eurocurrency Loan, the Majority Lenders notify the Administrative Agent that Adjusted Term SOFR

or the Eurocurrency Rate, as applicable, for any Interest Period for such Loans will not fairly reflect the cost to such

Majority Lenders of making, funding or maintaining their respective SOFR Loans or Eurocurrency Loans for such

Interest Period, the Administrative Agent shall so notify TCG and the Lenders, whereupon:

(i)any Notice of Borrowing requesting a Borrowing comprised of SOFR Loans or

Eurocurrency Loans, as applicable, shall be ineffective;

(ii)each SOFR Loan or Eurocurrency Loan, as applicable, will automatically, on the last day

of the then current Interest Period therefor, be Converted into an ABR Loan; and

(iii)the obligation of the Lenders to make or Continue, or to Convert Loans into, SOFR Loans

or Eurocurrency Loans, as applicable, shall be suspended until the Administrative Agent shall notify the

Borrowers and such Lenders that the circumstances causing such suspension no longer exist.

(c)Certain Mandatory Conversions.

(i)Upon the occurrence and during the continuance of any Event of Default, (x) each SOFR

Loan or Eurocurrency Loan will automatically, on the last day of the then current Interest Period therefore,

be Converted into an ABR Loan and (y) the obligation of the Lenders to make or Continue, or to Convert

Loans into, SOFR Loans or Eurocurrency Loans, as applicable, shall be suspended.

(ii)If this Agreement shall require that any Eurocurrency Loan denominated in an Alternate

Currency be Converted to an ABR Loan, the Borrower of such Loan shall on the last day of the current

Interest Period pay or prepay the full amount of such Eurocurrency Loan (provided that the foregoing shall

not prevent any Borrower from borrowing additional Loans to the extent otherwise permitted hereunder).

SECTION 3.05Voluntary Conversion or Continuation of Loans.

(a)Conversions. The requesting Borrower may on any Business Day, upon written notice given to

the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day prior to the date of

the proposed Conversion, Convert all or any portion of the outstanding Loans of one Type comprising part of the

same Borrowing into Loans of the other Type; provided that (x) Eurocurrency Loans denominated in any Alternate

Currency may not be converted to ABR Loans and (y) in the case of any such Conversion of a SOFR Loan into an

ABR Loan on a day other than the last day of an Interest Period therefor, the Borrower of such Loan shall promptly

reimburse the Lenders the amounts provided in Section 3.12 relating to such prepayment. Each such notice of a

Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Loans to be

Converted, and (z) if such Conversion is into SOFR Loans, the duration of the initial Interest Period for each such

Loan. Each notice of Conversion shall be irrevocable and binding on the Borrowers.

(b)Continuations. The requesting Borrower may, on any Business Day, upon written notice given to

the Administrative Agent not later than 11:00 a.m. (New York time) on the third Business Day prior to the date of

the proposed Continuation, Continue all or any portion of the outstanding SOFR Loans or Eurocurrency Loans

comprising part of the same Borrowing for one or more Interest Periods. Each such notice of a Continuation shall,

within the restrictions specified above, specify (i) the date of such Continuation, (ii) the SOFR Loan or

Eurocurrency Loans to be Continued and (iii) the duration of the next Interest Period for the SOFR Loans or the

Eurocurrency Loans, as applicable, subject to such Continuation. Each notice of Continuation shall be irrevocable

and binding on the Borrowers.

SECTION 3.06Prepayments of Loans.

(a)Optional Prepayment. The requesting Borrower may, on notice (given not later than 11:00 a.m.

(New York time) on the Business Day of the proposed prepayment of Loans, with respect to ABR Loans, and on the

third Business Day prior to the date of prepayment with respect to SOFR Loans or Eurocurrency Loans) stating the

proposed date and aggregate principal amount (stated in Dollars) of the prepayment, and if such notice is given such

Borrower shall prepay the outstanding principal amounts of the Loans comprising part of the same Borrowing in

whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount

prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount not less than

$5,000,000 or integral multiples of $1,000,000 (or, in the case of any Loan denominated in an Alternate Currency,

an aggregate principal amount not less than £5,000,000 or €5,000,000 or integral multiples of £1,000,000 or

€1,000,000, as applicable) in excess thereof and (ii) in the case of any such prepayment of a SOFR Loan or a

Eurocurrency Loan on a day other than the last day of an Interest Period therefor, such Borrower shall reimburse the

Lenders the amounts provided in Section 3.12 relating to such prepayment.

(b)Alternate Currency Revaluation. If at any time by reason of fluctuations in foreign exchange rates

(i) the 2026 Tranche Revolving Credit Exposure exceeds 105% of the then aggregate amount of the 2026 Tranche

Commitments, (ii) the 2027 Tranche Revolving Credit Exposure exceeds 105% of the then aggregate amount of the

2027 Tranche Commitments or (iii) the L/C Exposure exceeds 105% of the Letter of Credit Facility Amount, the

Administrative Agent shall use all reasonable efforts to give prompt written notice thereof to the Borrowers,

specifying the amount to be prepaid under this clause (b), and the Borrowers (on a several and not joint basis) shall

prepay their respective Loans or provide cash collateral for or otherwise backstop their respective outstanding

Letters of Credit on terms reasonably satisfactory to the Borrowers, the Issuing Lender and the Administrative

Agent, in such aggregate amount as may be required to cause (A) the 2026 Tranche Revolving Credit Exposure

(treating such cash collateralization or other backstopping for purposes hereof as a reduction in such 2026 Tranche

Revolving Credit Exposure) to be equal to or less than the aggregate amount of the 2026 Tranche Commitments, (B)

the 2027 Tranche Revolving Credit Exposure (treating such cash collateralization or other backstopping for purposes

hereof as a reduction in such 2027 Tranche Revolving Credit Exposure) to be equal to or less than the aggregate

amount of the 2027 Tranche Commitments and (C) the L/C Exposure to be equal to or less than the Letter of Credit

Facility Amount, such payments or other measures to be made within 10 Business Days of demand or, in the case of

prepayment of SOFR Loans or Eurocurrency Loans, on the date that is the earlier of (x) the last day of the then

current Interest Period therefor and (y) the last Business Day of the first full calendar month after such revaluation,

provided that any such prepayment shall be accompanied by any amounts payable under Section 3.12. The

determinations of the Administrative Agent hereunder shall be conclusive and binding on the Borrowers in the

absence of manifest error.

SECTION 3.07Payments; Computations; Etc.

(a)Pro rata Payments. Subject to the express provisions of this Agreement which require, or permit,

differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders, the Loans comprising

each Borrowing shall be made pro rata among the Lenders based on their respective Applicable Commitment

Percentages. Except as otherwise provided in the immediately preceding sentence and otherwise hereunder, all

payments of principal of and interest on the Loans shall be made for the pro rata account of the Lenders based on the

respective outstanding principal amounts thereof, and all payments of commitment fees and letter of credit

commission shall be made for the pro rata account of the Lenders based on their respective Applicable Commitment

Percentages.

(b)Lenders’ Obligations Several. The obligations of the Lenders under this Agreement are several

and the failure of any Lender to make any Loan or any payment required to be made by it hereunder shall not relieve

any other Lender of its obligations hereunder, nor shall any Lender be responsible for any other Lender’s failure to

make any Loan required to be made by such other Lender.

(c)Currencies. All payments by the Borrowers of or in respect of principal of and interest on and

other amounts directly relating to any Loan that are denominated in an Alternate Currency shall be made in such

Alternate Currency. All payments of principal and interest on any Loan denominated in Dollars, all payments in

respect of any Letter of Credit, and all payments of fees payable pursuant to Section 2.03(c), commitment fees and

agency fees hereunder and all other payments by any Borrower provided for in this Agreement, except as provided

in the preceding sentence, shall be made in Dollars.

(d)Payments.

(i)Subject to Section 3.11, the Borrowers shall make each payment hereunder and under

each other Loan Document without setoff, counterclaim or deduction of any kind to the Administrative

Agent at the Administrative Agent’s Account in the Principal Financial Center for the relevant Currency

not later than 11:00 a.m. Local Time on the due date of such payment (each such payment made after such

time on such date to be deemed to have been made on the next Business Day).

(ii)The Administrative Agent will promptly thereafter cause to be distributed like funds

relating to the payment of principal or interest ratably to the Lenders as provided in Section 3.07(a) for the

account of their respective Applicable Lending Offices, and like funds relating to the payment of any other

amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case

to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and

Assumption and recording of the information contained therein in the Register pursuant to Section 9.06(c),

from and after the assignment date set forth therein, the Administrative Agent shall remit all payments

hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder,

and the parties to such Assignment and Assumption shall make all appropriate adjustments in such

payments for periods prior to such assignment date directly between themselves.

(e)Computations. All computations of interest based on the ABR (except any Federal Funds Rate

component thereof) and with respect to Loans denominated in British Pounds Sterling shall be made by the

Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days

(including the first day but excluding the last day) occurring in the period for which such interest is payable. All

computations of interest based on Adjusted Term SOFR or the Eurocurrency Rate (except with respect to Loans

denominated in British Pounds Sterling) or the Federal Funds Rate and of commitment fee shall be made by the

Administrative Agent, and any computations of amounts payable pursuant to Section 3.03, shall be made on the

basis of a year of 360 days, for the actual number of days (including the first day but excluding the last day)

occurring in the period for which such interest or other amount is payable. Each determination by the

Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest

error.

(f)Payment Dates. Whenever any payment hereunder or under the Notes would be due on a day

other than a Business Day, such due date shall be extended to the next succeeding Business Day, and any such

extension of such due date shall in such case be included in the computation of interest; provided that if such

extension would cause payment of principal or interest in respect of SOFR Loans or Eurocurrency Loans to be made

in the next following calendar month, such payment shall be made on the next preceding Business Day.

(g)Presumption by Administrative Agent.

(i)Unless the Administrative Agent shall have received notice from a Lender prior to the

proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such

Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made its

share available at such time in accordance with Section 2.01(b) and may (but shall not be obligated), in

reliance upon such assumption, make available to a Borrower a corresponding amount. In such event, if a

Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,

then (A) the applicable Lender, on one hand, and (B) the Borrower of such Borrowing, on the other hand,

severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with

interest thereon, for each day from and including the date such amount is made available to such Borrower

to but excluding the date of payment to the Administrative Agent, at (x) in the case of a payment to be

made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative

Agent in accordance with banking industry rules on interbank compensation and (y) in the case of a

payment to be made by a Borrower, the interest rate applicable to ABR Loans. If a Borrower and such

Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the

Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such

Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative

Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any

payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender

that shall have failed to make such payment to the Administrative Agent.

(ii)Unless the Administrative Agent shall have received notice from TCG prior to the date

on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the

Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have

made such payment on such date in accordance herewith and may (but shall not be obligated), in reliance

upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrowers have not

in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent

forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and

including the date such amount is distributed to it to but excluding the date of payment to the

Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative

Agent in accordance with banking industry rules on interbank compensation (if such Loan is denominated

in Dollars) or at the overnight London interbank offered rate for the relevant Currency (if such Loan is

denominated in an Alternate Currency).

SECTION 3.08Sharing of Payments, Etc. If any Lender shall, by exercising any right of setoff or

counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other

obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its

Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided

herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and

(b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or

make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the

Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective

Loans and other amounts owing them, provided that:

(i)if any such participation is purchased and all or any portion of the related payment is

recovered, such participation shall be rescinded and the purchase price restored to the extent of such

recovery, without interest; and

(ii)the provisions of this subsection shall not be construed to apply to (x) any payment made

by the Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any

payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its

Loans other than to a Borrower or any Subsidiary thereof (as to which the provisions of this subsection

shall apply).

The Borrowers consent to the foregoing and agree, to the extent it may effectively do so under applicable law, that

any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower of

the Loan to which such participation relates, rights of setoff and counterclaim with respect to such participation as

fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

SECTION 3.09Increased Costs.

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan,

insurance charge or similar requirement against assets of, deposits with or for the account of, or credit

extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.03)

or the Issuing Lender;

(ii)impose on any Lender or the Issuing Lender or the applicable offshore interbank market

for the applicable Alternate Currency any other condition, cost or expense (other than Taxes) affecting this

Agreement or any SOFR Loans or Eurocurrency Loans made by such Lender or any Letter of Credit or

participation therein; or

(iii)subject the Lender to any Taxes (other than Indemnified Taxes or Excluded Taxes) in

respect of its loans, letters of credit, commitments, or other obligations or its deposits, reserves, or other

liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any

SOFR Loan or Eurocurrency Loan (or of maintaining its obligation to make any SOFR Loans or Eurocurrency

Loan), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any

Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the

amount of any sum received or receivable by such Lender or the Issuing Lender hereunder (whether of principal,

interest or any other amount) then, from time to time upon request of such Lender or the Issuing Lender, each

Borrower (on a several and not joint basis) will pay to such Lender or the Issuing Lender such additional amount or

amounts with respect to the SOFR Loans or Eurocurrency Loans and Letters of Credit of such Borrower as will

compensate such Lender or the Issuing Lender, as the case may be, for such additional costs incurred or reduction

suffered with respect to the SOFR Loans or Eurocurrency Loans and Letters of Credit of such Borrower.

(b)Capital Requirements. If any Lender or the Issuing Lender determines that any Change in Law

affecting such Lender or the Issuing Lender or any lending office of such Lender or the Issuing Lender or such

Lender’s or the Issuing Lender’s holding company, if any, regarding capital or liquidity requirements has or would

have the effect of reducing the rate of return on such Lender’s or the Issuing Lender’s capital or on the capital of

such Lender’s or the Issuing Lender’s holding company as a consequence of this Agreement, the Commitments of

such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letter of Credit

issued by the Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or the

Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such

Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or the Issuing Lender’s holding company

with respect to capital adequacy), then from time to time upon request of such Lender or the Issuing Lender, each

Borrower (on a several and not joint basis) will pay to such Lender or the Issuing Lender, as the case may be, such

additional amount or amounts with respect to the Loans made to, or Letters of Credit issued on behalf of, such

Borrower, as will compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding

company for such reduction.

(c)Certificates for Reimbursement. A certificate of any Lender or the Issuing Lender setting forth the

amount or amounts and a reasonable basis for the determination thereof necessary to compensate such Lender or the

Issuing Lender or its holding company, as the case may be, as specified in clauses (a) or (b) of this Section 3.09 and

delivered to TCG shall be conclusive on all Borrowers absent manifest error. Each Borrower (on a several and not

joint basis) shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due from such

Borrower on any such certificate within 10 Business Days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender or the Issuing Lender to demand

compensation pursuant to this Section 3.09 shall not constitute a waiver of such Lender’s or the Issuing Lender’s

right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the

Issuing Lender pursuant to this Section 3.09 for any increased costs incurred or reductions suffered more than 180

days prior to the date that such Lender or the Issuing Lender, as the case may be, notifies TCG of the Change in Law

giving rise to such increased costs or reductions and of such Lender’s or the Issuing Lender’s intention to claim

compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is

retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect

thereof).

SECTION 3.10Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall

notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or

regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for

such Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make or Continue SOFR

Loans or Eurocurrency Loans or to fund or otherwise maintain Eurocurrency Loans hereunder, (a) the obligation of

the Lender to make or Continue, or to Convert Loans into, SOFR Loans or Eurocurrency Loans, as applicable, shall

be suspended until the Administrative Agent shall notify TCG and the Lenders that the circumstances causing such

suspension no longer exist and (b) each SOFR Loan or Eurocurrency Loan, as applicable, of such Lender shall

convert into an ABR Loan at the end of the then current Interest Period for such SOFR Loan or Eurocurrency Loan,

if such Lender may lawfully continue to maintain such SOFR Loans or Eurocurrency Loans to such day, or

immediately, if such Lender may not lawfully continue to maintain such SOFR Loans or Eurocurrency Loans.

SECTION 3.11Taxes.

(a)All payments by or on account of any obligation of any Obligor under any Loan Document shall

be made free and clear of and without reduction or withholding for any Taxes, except as required by applicable Law.

(b)In the event that any applicable Withholding Agent shall be required by applicable Laws to deduct

or withhold any Taxes in respect of any amounts payable under any Loan Document, (1) the applicable Withholding

Agent shall withhold such Taxes and timely remit such amounts to the applicable Governmental Authority and (2) to

the extent such Taxes are Indemnified Taxes, the sum payable by the applicable Obligor shall be increased as

necessary so that after all such deductions or withholdings have been made (including any such deductions and

withholdings applicable to additional sums payable under this Section 3.11), the Lender (or, in the case of a payment

made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the

sum it would have received had no such deduction or withholding been made.

(c)The Borrowers shall timely pay to the relevant Governmental Authority in accordance with

applicable Laws, or at the option of the Administrative Agent, timely reimburse it for, any Other Taxes.

(d)The Borrowers shall jointly and severally indemnify the Administrative Agent and each Lender,

within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified

Taxes imposed or asserted on or attributable to amounts payable under this Section 3.11) payable or paid by such

Administrative Agent or Lender and any reasonable expenses arising therefrom or with respect thereto, whether or

not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.

A certificate as to the amount of such payment or liability delivered to any Borrower by a Lender (or by the

Administrative Agent on its behalf or on behalf of a Lender) shall be conclusive absent manifest error.

(e)TCG shall furnish to the Administrative Agent original or certified copies of official tax receipts in

respect of each payment of Indemnified Taxes by any Obligor required under this Section 3.11, as soon as

practicable after the date such payment is made, and the Borrowers shall promptly furnish to the Administrative

Agent at its request or, at the request of any Lender (through the Administrative Agent) to such Lender any other

information, documents and receipts that the Administrative Agent or such Lender may reasonably request to

establish that full and timely payment has been made of all Indemnified Taxes required to be paid under this Section

3.11.

(f)(i) Each Lender that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-

U.S. Lender”) shall deliver to TCG and the Administrative Agent two executed originals of either U.S. Internal

Revenue Service Form W-8BEN or W-8BEN-E, as applicable, Form W-8ECI, Form W-8 IMY, Form W-8 EXP, or,

in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or

881(c) of the Code with respect to payments of “portfolio interest,” a statement substantially in the form of Exhibit E

and a Form W-8BEN or W-8BEN-E, as applicable, or any subsequent versions thereof or successors thereto,

properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced

rate of, U.S. federal withholding tax on any applicable payments by the Borrowers under this Agreement and the

other Loan Documents. Such documentation shall be delivered by each Non-U.S. Lender on or before the date it

becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of TCG or the

Administrative Agent).

(ii)Each Lender that is a “U.S. Person” as defined in Section 7701(a)(30) of the Code shall

deliver to TCG and the Administrative Agent on or prior to the date on which such Lender becomes a

Lender under this Agreement (and from time to time thereafter upon the reasonable request of TCG or the

Administrative Agent), two executed originals of IRS Form W-9 certifying that such Lender is exempt

from U.S. federal backup withholding tax.

(iii)Each Lender shall deliver to TCG and the Administrative Agent at the time or times

prescribed by applicable law and at such time or times reasonably requested by TCG or the Administrative

Agent such documentation prescribed by applicable Laws and such additional documentation reasonably

requested by TCG or the Administrative Agent as may be necessary for either Borrower or the

Administrative Agent to comply with any obligations of such Borrower or the Administrative Agent under

FATCA or to determine whether a Lender has complied with its obligations under FATCA or to determine

the amount, if any, to withhold from any payment to such Lender. Solely for purposes of this clause (iii),

“FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iv)Each Non-U.S. Lender shall, to the extent it is legally eligible to do so, deliver to TCG

and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about

the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time

thereafter upon the reasonable request of TCG or the Administrative Agent), executed copies of any other

form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal

withholding Tax, duly completed, together with such supplementary documentation as may be prescribed

by applicable Law to permit the Borrowers or the Administrative Agent to determine the withholding or

deduction required to be made.

(v)Upon the obsolescence, expiration or invalidity (in whole or in part) of any

documentation previously delivered by a Lender under this Section 3.11(f), such Lender shall promptly

provide TCG and the Administrative Agent with updated or other appropriate documentation or promptly

notify TCG and the Administrative Agent in writing of such Lender’s legal ineligibility to do so.

(vi)Notwithstanding any other provision of this Section 3.11(f), no Lender shall be required

to deliver any documentation pursuant to this Section 3.11(f) that such Lender is not legally eligible to

provide.

(g)Each Lender hereby authorizes the Administrative Agent to deliver to the Obligors and to any

successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant

to this Section 3.11(f) .

(h)On or prior to the date on which it becomes a party to this Agreement, (A) the Administrative

Agent, and any successor or supplemental Administrative Agent, that is a U.S. Person shall provide to TCG two

duly completed original signed copies of IRS Form W-9 and (B) the Administrative Agent, and any successor or

supplemental Administrative Agent, that is not a U.S. Person shall deliver to TCG two duly completed original

signed copies of IRS Form W-8ECI with respect to payments to be received under the Loan Documents for its own

account and two duly completed original signed copies of IRS Form W-8IMY assuming primary responsibility for

withholding under Chapters 3 and 4 of the Code with respect to payments to be received under the Loan Documents

for the account of Lenders. Whenever a lapse in time or change in circumstance renders any such documentation

expired, obsolete or inaccurate in any respect, the applicable Administrative Agent shall deliver promptly to TCG

updated or other appropriate documentation or promptly notify TCG of its legal ineligibility to do so.

Notwithstanding anything to the contrary in this Section 3.11(g), no Administrative Agent shall be required to

deliver any documentation that such Administrative Agent is not legally eligible to deliver as a result of a Change in

Law after the date hereof.

(i)If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a

refund of any Indemnified Taxes as to which it has been indemnified by the Borrowers or with respect to which a

Borrower has paid additional amounts pursuant to this Section 3.11, it shall pay to such Borrower an amount equal

to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower

under this Section 3.11 with respect to the Indemnified Taxes giving rise to such refund), net of all reasonable out-

of-pocket expenses (including Taxes) of the Administrative Agent or any Lender, as the case may be, and without

interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided

that each Borrower, upon the request of such Administrative Agent or any Lender, agrees to repay the amount paid

over to such Borrower to such Administrative Agent or Lender in the event such Administrative Agent or any

Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to

require the Administrative Agent or any Lender to make available its tax returns or its books or records (or any other

information relating to its taxes that it deems confidential) to any Borrower or any other Person.

(j)For purposes of this Section 3.11, the term “Lender” shall include any Issuing Lender.

SECTION 3.12Break Funding Payments. Each Borrower (on a several and not joint basis) agrees to

indemnify each Lender and to hold each Lender harmless from any loss, cost or expense incurred by such Lender

which is in the nature of funding breakage costs or costs of liquidation or redeployment of deposits or other funds

and any other related expense (but excluding loss of margin or other loss of anticipated profit), which such Lender

may sustain or incur as a consequence of (a) default by such Borrower in making any Borrowing of SOFR Loans or

Eurocurrency Loans after such Borrower has given a Notice of Borrowing requesting the same in accordance with

the provisions of this Agreement (including as a result of any failure to fulfill, on or before the date specified in such

Notice of Borrowing, the applicable conditions set forth in Article IV), (b) default by such Borrower in making any

prepayment of any SOFR Loan or Eurocurrency Loan when due after such Borrower has given notice thereof in

accordance with this Agreement, (c) the making by such Borrower of a prepayment of any SOFR Loan or

Eurocurrency Loan on a day which is not the last day of an Interest Period with respect thereto, (d) default by such

Borrower in payment when due of the principal of or interest on any SOFR Loan or Eurocurrency Loan, (e) the

Conversion or Continuation of any SOFR Loan or Eurocurrency Loan of such Borrower on a day other than on the

last day of an Interest Period with respect thereto, and (f) any assignment such Lender is required to make pursuant

to Section 3.13(b) if such Lender holds SOFR Loans or Eurocurrency Loans of such Borrower at the time of such

assignment. A certificate of any Lender setting forth any amount or amounts and a reasonable basis for the

determination thereof that such Lender is entitled to receive pursuant to this Section 3.12 and delivered to TCG shall

be conclusive absent manifest error. Each Borrower (on a several and not joint basis) shall pay to such Lender the

amount due from such Borrower shown as due on any such certificate within 10 days after receipt thereof.

SECTION 3.13Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section

3.09, or requires any Borrower to pay any additional amount to any Lender or any Governmental Authority for the

account of any Lender pursuant to Section 3.11, then such Lender shall use reasonable efforts to designate a

different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder

to another of its offices, if, in the sole and absolute judgment of such Lender, such designation or assignment (i)

would eliminate or reduce amounts payable pursuant to Section 3.09 or 3.11, as the case may be, in the future and

(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous

to such Lender.

(b)Replacement of Lenders. If any Lender requests compensation under Section 3.09, or if any

Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of

any Lender pursuant to Section 3.11, or if any Lender becomes a Defaulting Lender, or if any Lender has failed to

consent to a proposed amendment, waiver, discharge or termination (such Lender, a “Non-Consenting Lender”) that,

pursuant to the terms of Section 9.01, requires the consent of all of the Lenders or all of the Lenders affected (and

such Lender is an affected Lender) and with respect to which the Majority Lenders shall have granted their consent,

then such Borrower may, at such Borrower’s sole expense and effort, upon notice to such Lender and the

Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject

to the restrictions contained in, and consents required by, Section 9.06), all of its interests, rights and obligations

under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations

(which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i)no Default or Event of Default has occurred and is continuing on and as of the date of

such notice and the date of such assignment;

(ii)such Lender shall have received payment of an amount equal to the outstanding principal

of its Loans and accrued interest thereon, accrued fees and all other amounts payable to it hereunder and

under the other Loan Documents (including any amounts under Sections 3.09, 3.11 or 3.12) from the

assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the

case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section

3.09 or payments required to be made pursuant to Section 3.11, such assignment will result in a reduction

in such compensation or payments thereafter;

(iv)such assignment does not conflict with applicable Laws; and

(v)in the case of a Lender becoming a Non-Consenting Lender, the applicable assignee shall

have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the applicable

change, waiver, discharge or termination (it being understood that the execution and delivery of an

Assignment and Assumption to reflect an assignment of a Non-Consenting Lender shall not be necessary).

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by

such Lender or otherwise, the circumstances entitling a Borrower to require such assignment and delegation cease to

apply. A Lender so replaced shall not be required to pay the processing and recordation fee referred to in Section

9.06(b). In connection with any such replacement, if any such replaceable Lender does not execute and deliver to the

Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within two Business

Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such

replaceable Lender, then such replaceable Lender shall be deemed to have executed and delivered such Assignment

and Assumption without any action on the part of the replaceable Lender.

SECTION 3.14Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any

Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the

extent permitted by applicable law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any

amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the

definition of Majority Lenders.

(ii)Reallocation of Payments. Any payment of principal, interest, fees or other amounts

received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or

mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from

a Defaulting Lender pursuant to Section 9.03 shall be applied at such time or times as may be determined

by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting

Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts

owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize the Issuing

Lenders’ L/C Exposure with respect to such Defaulting Lender; fourth, as any Borrower may request (so

long as no Default or Event of Default exists), to the funding of any Loan in respect of which such

Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the

Administrative Agent; fifth, if so determined by the Administrative Agent and TCG, to be held in a deposit

account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding

obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s

future L/C Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued

under this Agreement; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lenders as

a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender

against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this

Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing

to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower

against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this

Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent

jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C

Payments in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y)

such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in

Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C

Payments owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of

any Loans of, or L/C Payments owed to, such Defaulting Lender until such time as all Loans and funded

and unfunded participations in L/C Reimbursement Obligations are held by the Lenders pro rata in

accordance with their Applicable Commitment Percentages without giving effect to Section 3.14(a)(iv).

Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or

held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section

3.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably

consents hereto.

(iii)Certain Fees. Each Defaulting Lender shall be entitled to receive the facility fee pursuant

to Section 2.03(b) for any period during which that Lender is a Defaulting Lender only to extent allocable

to the sum of (1) the outstanding principal amount of the Loans funded by it, and (2) its Total Commitment

Percentage of the stated amount of Letters of Credit for which it has provided cash collateral. Each

Defaulting Lender shall be entitled to receive letter of credit fees pursuant to Section 2.03(c) for any period

during which that Lender is a Defaulting Lender only to the extent allocable to its Total Commitment

Percentage of the stated amount of Letters of Credit for which it has provided cash collateral pursuant to the

terms hereof. With respect to any facility fee or letter of credit fee not required to be paid to any Defaulting

Lender pursuant to this Section 3.14(a)(iii), each Borrower (on a several and not joint basis) shall (x) pay to

each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with

respect to such Defaulting Lender’s participation in Letters of Credit issued on behalf of such Borrower that

has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Issuing

Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to

the Issuing Lender’s L/C Exposure in respect of Letters of Credit issued on behalf of such Borrower to such

Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv)Reallocation of Participations to Reduce L/C Exposure. All or any part of such

Defaulting Lender’s participation in Letters of Credit shall be reallocated among the Non-Defaulting

Lenders in accordance with their respective Total Commitment Percentages (calculated without regard to

such Defaulting Lender’s Commitments) but only to the extent that (x), if requested by the applicable

Issuing Lender, the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and,

unless the Borrowers shall have otherwise notified the Administrative Agent at such time, the Borrowers

shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y)

such reallocation does not cause (A) the aggregate of the 2026 Tranche Revolving Credit Exposure

allocable to any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s 2026 Tranche

Commitment or (B) the aggregate of the 2027 Tranche Revolving Credit Exposure allocable to any Non-

Defaulting Lender to exceed such Non-Defaulting Lender’s 2027 Tranche Commitment. No reallocation

hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting

Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-

Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such

reallocation.

(v)Cash Collateral. If the reallocation described in clause (iv) above cannot, or can only

partially, be effected, each Borrower (on a several and not joint basis) shall, without prejudice to any right

or remedy available to it hereunder or under law, promptly cash collateralize the Issuing Lenders’ L/C

Exposure in respect of Letters of Credit issued on behalf of such Borrower.

(b)Defaulting Lender Cure. If TCG, the Administrative Agent and the Issuing Lender agree in

writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the

Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice

and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral),

such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take

such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and

unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their

Applicable Commitment Percentages (without giving effect to Section 3.14(a)(iv)), whereupon that Lender will

cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees

accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and

provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder

from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising

from that Lender’s having been a Defaulting Lender.

(c)New Letters of Credit. So long as any Lender is a Defaulting Lender, the Issuing Lender shall not

be required to issue, extend, renew or increase any Letter of Credit unless it is reasonably satisfied that it will have

no L/C Exposure after giving effect thereto.

ARTICLE IV

CONDITIONS PRECEDENT

SECTION 4.01Closing Conditions. Effectiveness of this Agreement is subject to the satisfaction or

waiver of the following conditions precedent:

(a)The Administrative Agent’s receipt of the following:

(i)this Agreement, duly executed and delivered by the Borrowers and each of the other

parties hereto;

(ii)the Guarantee and Security Agreement, duly executed and delivered by the Borrowers

and Guarantors as of the Closing Date, together with duly prepared financing statements in form for filing

under the applicable UCC in the jurisdiction of formation of each Borrower;

(iii)All certificates and instruments representing or evidencing the Security Collateral (as

defined in the Guarantee and Security Agreement) in suitable form for transfer by delivery or accompanied

by duly executed instruments of transfer or assignments in blank and all other documents, agreements or

instruments necessary to perfect the Administrative Agent’s security interest in the Collateral;

(iv)[Reserved];

(v)the legal opinion of Latham & Watkins LLP, counsel to the Borrowers, in a form

reasonably acceptable to the Administrative Agent;

(vi)a certificate of an officer of TCG, dated the Closing Date, certifying that (a) the

representations and warranties contained in Section 5.01 and in the other Loan Documents are true and

correct in all material respects on and as of such date as though made on and as of such date and (b) no

event has occurred and is continuing on and as of such date which constitutes a Default or an Event of

Default;

(vii)a certificate attesting to the Solvency of the Borrowers and their respective Subsidiaries,

taken as a whole, after giving effect to the effectiveness of this Agreement and any Loans made or Letters

of Credit issued or outstanding on the Closing Date;

(viii)(a) all documentation and other information reasonably requested in writing at least five

Business Days prior to the Closing Date in order to allow the Administrative Agent to comply with

applicable “know your customer” and anti-money laundering rules and regulations, including without

limitation, the Patriot Act and (b) at least five days prior to the Closing Date, with respect to each Borrower

and any Guarantor that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a

Beneficial Ownership Certification in relation to such Borrower or such Guarantor;

(ix)a keepwell agreement delivered by the Sponsor, pursuant to which the Sponsor agrees to

keep positive equity in each Borrower and to maintain at least an 66 2/3% ownership stake in each

Borrower;

(x)Organizational Documents:

(1) a certificate of the secretary or assistant secretary of each Obligor dated the

Closing Date, certifying (A) that attached thereto is a true and complete copy of each

Organizational Document of such Obligor certified (to the extent applicable) as of a

recent date by the Secretary of State (or other applicable Governmental Authority) of

the state of its organization, (B) that attached thereto is a true and complete copy of

resolutions duly adopted by the Board of Directors (or other applicable governing

body) of such Obligor authorizing the execution, delivery and performance of the

Loan Documents to which such person is a party and that such resolutions have not

been modified, rescinded or amended and are in full force and effect and (C) as to the

incumbency and specimen signature of each officer executing any Loan Document or

any other document delivered in connection herewith on behalf of such Obligor

(together with a certificate of another officer as to the incumbency and specimen

signature of the secretary or assistant secretary executing the certificate in this clause

(1));

(2) a certificate as to the good standing of each Obligor (in so-called “long-form” if

available) as of a recent date, from such Secretary of State (or other applicable

Governmental Authority); and

(3) such other documents as the Administrative Agent or any Lender may reasonably

request.

(xi)copies of UCC, United States Patent and Trademark Office and United States Copyright

Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or

searches, each of a recent date listing all effective financing statements, lien notices or comparable

documents that name any Obligor as debtor and that are filed in those jurisdictions where the

Administrative Agent has requested lien searches and such other searches that the Administrative Agent

deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered

by the Security Documents (other than Liens acceptable to the Administrative Agent).

(b)prior to the Closing Date, (i) the Borrowers shall have received cash proceeds from the Equity

Contribution and (ii) the Sponsor or its Affiliates, directly or indirectly, shall own (A) more than 66 2/3% of the

voting power of the outstanding Voting Shares of each Borrower and (B) at least 66 2/3% of the outstanding Equity

Interests of each Borrower.

(c)the Borrowers shall have paid all reasonable and documented fees and expenses (including fees,

charges and disbursements of counsel invoiced prior to the Closing Date) required to be paid on or prior to the

Closing Date to the Administrative Agent or the Lead Arranger in connection with this Agreement.

The Administrative Agent will promptly notify the Lenders of the occurrence of the Closing Date.

SECTION 4.02Conditions Precedent to Each Borrowing and Issuance. The obligations of (i) each 2026

Tranche Lender to make a 2026 Tranche Revolving Loan during the 2026 Availability Period on the occasion of

each 2026 Tranche Revolving Borrowing and of the Issuing Lender to issue a Letter of Credit under the 2026

Tranche Commitments shall be subject to the condition precedent that on the date of and after giving effect to such

2026 Tranche Revolving Borrowing or issuance under the 2026 Tranche Commitments, the total 2026 Tranche

Revolving Credit Exposure shall not exceed the then aggregate 2026 Tranche Commitments and (ii) each 2027

Tranche Lender to make a 2027 Tranche Revolving Loan during the 2027 Availability Period on the occasion of

each 2027 Tranche Revolving Borrowing and of the Issuing Lender to issue a Letter of Credit under the 2027

Tranche Commitments shall be subject to the condition precedent that on the date of and after giving effect to such

2027 Tranche Revolving Borrowing or issuance under the 2027 Tranche Commitments, the total 2027 Tranche

Revolving Credit Exposure shall not exceed the then aggregate 2027 Tranche Commitments. As additional

conditions precedent to each of clauses (i) and (ii) above, as applicable, the following statements shall be true:

(a)the representations and warranties contained in Section 5.01 and in the other Loan Documents are

true and correct in all material respects on and as of the date of such Borrowing or issuance as though made on and

as of such date, except to the extent such representation or warranty expressly relates to an earlier date, in which

case it is true and correct in all material respects on and as of such earlier date;

(b)no event has occurred and is continuing, or would result from such Borrowing or issuance or from

the application of the proceeds from such Borrowing, which constitutes a Default or an Event of Default;

(c)the Debt to Equity Ratio of each Borrower shall be less than or equal to 7.00 to 1.00 after giving

pro forma effect to such Borrowing or issuance;

(d)the Administrative Agent and, if applicable, the Issuing Lender shall have received a request for

Borrowing or issuance of Letter of Credit in accordance with the requirements hereof; and

(e)in connection with Category V Borrowings, the Administrative Agent and, if applicable, the

Issuing Lender shall have received a certificate from the Borrowers setting out the information required pursuant to

the definition of “Category V Borrowing.”

Each request for a Borrowing or issuance of a Letter of Credit (other than a notice for Conversion or Continuation of

Loans) submitted by a Borrower shall be deemed to be a representation and warranty that the applicable conditions

specified in clauses (a), (b) and (c) of this Section 4.02 have been satisfied on and as of the date of such request.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.01Representations and Warranties. Each Borrower represents and warrants to the

Administrative Agent and the Lenders as follows:

(a)Organization. Each Borrower is duly organized, validly existing and in good standing as a limited

partnership or limited liability company, as applicable, under the laws of Delaware, and each Guarantor is duly

organized, validly existing and in good standing (to the extent such concept is recognized under such law) under the

laws of its jurisdiction of organization. Each Obligor (i) has all requisite power and authority and all requisite

governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business

and (B) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (ii) is duly

qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its

ownership, lease or operation of properties or the conduct of its business requires such qualification or license;

except in each case referred to in clause (i)(A) or (ii), to the extent that failure to do so could not reasonably be

expected to result individually or in the aggregate in a Material Adverse Effect.

(b)Authorization. The execution, delivery and performance by each Borrower of this Agreement and

the other Loan Documents are within its powers as set forth in its applicable constituent documents, as the case may

be, and have been duly authorized by all necessary action thereunder, and the execution, delivery and performance

by each Guarantor of the Guarantee and Security Agreement are within the powers of such Guarantor and have been

duly authorized by all necessary action.

(c)Approvals; No Conflicts; Etc. The execution, delivery and performance by each Obligor of the

Loan Documents to which it is a party (i) do not require any consent or approval of, or registration or filing with,

any third party, Governmental Authority or Self-Regulatory Organization (except for (A) such as have been obtained

or made and are in full force and effect in all material respects, (B) filings and recordings in respect of Liens created

pursuant to the Guarantee and Security Agreement and (C) such licenses, approvals, authorizations or consents the

failure to obtain or make could not reasonably be expected to result individually or in the aggregate in a Material

Adverse Effect), (ii) will not violate the Organizational Documents of any Borrower or any of its Subsidiaries, and

(iii) will not violate any applicable Law, regulation or order of any Governmental Authority the violation of which

could be reasonably expected to result individually or in the aggregate in a Material Adverse Effect.

(d)Enforceability. Each Obligor has duly executed and delivered each Loan Document to which it is

a party and each such Loan Document constitutes the legal, valid and binding obligation of such Obligor enforceable

in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or

similar laws affecting creditors’ rights generally and subject to general principles of equity.

(e)No Material Adverse Change. Since the date of the last audited financial statements (or unaudited

trial balances, as applicable) delivered pursuant to Section 6.01(a)(ii), no event or circumstance has occurred that has

had, or could reasonably be expected to have, individually or in the aggregate a Material Adverse Effect.

(f)Undisclosed Liabilities; Litigation. There are no undisclosed liabilities nor any actions, suits or

proceedings by or before any Governmental Authority pending against or, to the knowledge of any Borrower,

threatened against or affecting it or any of its Subsidiaries that could reasonably be expected to result individually or

in the aggregate in a Material Adverse Effect.

(g)Compliance with Laws. Each Obligor is in compliance with all Laws and all orders, writs,

injunctions and decrees of any Governmental Authority applicable to it or its Property (including, without limitation

any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation

implementing the Organization for Economic Cooperation and Development Convention on Combating Bribery of

Foreign Public Officials in International Business Transactions, the Patriot Act, ERISA, environmental laws and

Rule 15c3-1), except where the failure to be in compliance, individually or in the aggregate, could not reasonably be

expected to result individually or in the aggregate in a Material Adverse Effect. Neither each of the Obligors nor any

of their Subsidiaries, directors or officers, nor, to the knowledge of the Obligors, any employee, agent, or affiliate is

currently the subject or the target of any sanctions administered or enforced by the U.S. Government, (including,

without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the

U.S. Department of State and including, without limitation, the designation as a “specially designated national” or

“blocked person”), the United Nations Security Council, the European Union or its member states, His Majesty’s

Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are the Borrowers or any of their

respective Subsidiaries located, organized or resident in a country or territory that is the subject or the target of

Sanctions, including, without limitation, as of the Amendment No. 7 Effective Date, the so-called Donetsk People’s

Republic, the so-called Luhansk People’s Republic, the non-government controlled areas of the Kherson and

Zaporizhzhia regions of Ukraine, the Crimea region of Ukraine, Cuba, Iran and North Korea (each, a “Sanctioned

Country”); and no Borrower will directly or indirectly use any extension of credit hereunder, or lend, contribute or

otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund

or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the

subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or

(iii) in any other manner that will result in a violation by any person (including any person participating in the

transaction) of Sanctions. Since April 24, 2019, the Borrowers and their respective Subsidiaries have not engaged

in, and are not now engaged in, any dealings or transactions with any person that at the time of the dealing or

transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(h)Investment Company Status; Margin Regulations. None of the Obligors is required to register

under and none of the Obligors is subject to regulation under the Investment Company Act of 1940, as amended. No

Borrower is engaged and no Borrower will engage, principally or as one of its important activities, in the business of

purchasing or carrying margin stock (within the meaning of Regulation U), or extending credit for the purpose of

purchasing or carrying margin stock, in each case in violation of such Regulation U. Each of TCG and each U.S.

Broker-Dealer Subsidiary is a broker-dealer subject to Regulation T. Neither the making of any Loan hereunder, nor

the use of proceeds thereof, will violate or be inconsistent with the provisions of Regulation T, U or X.

(i)Disclosure. (a) As of the Amendment No. 7 Effective Date, no written report, financial statement,

projections, certificate or other written information furnished by or on behalf of it to the Administrative Agent or

any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or

supplemented by other information so furnished) contains any material misstatement of fact or omits to state any

material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under

which they were made, not misleading; provided that with respect to projected financial information, it represents

only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time

and that actual results may differ materially from such information.

(b) As of the Closing Date, the information included in the Beneficial Ownership

Certification is true and correct in all respects.

(j)Use of Proceeds. The proceeds of the Loans and Letters of Credit shall be used to fund (i) the

capital requirements of the Borrowers, in each case, in connection with any Financing Transaction and Finance

Subsidiary and (ii) the general corporate and working capital needs of the Borrowers and their respective

Subsidiaries, in each case, in the ordinary course of the Borrowers’ and their respective Subsidiaries’ capital markets

business in compliance with Section 6.02(i); provided that, until such time as TCG is an exempted borrower (as

defined in each of Regulations T and U), TCG shall not use any proceeds of the Loans and Letters of Credit for the

purpose of purchasing or otherwise acquiring margin stock (within the meaning of Regulation U); provided that no

more than $50,000,000 of the aggregate outstanding Commitments shall be utilized at any one time to make

Investments in all Designated Entities that are not Subsidiaries of either Borrower and through which the Borrowers

and their respective Subsidiaries conduct their capital markets business in compliance with Section 6.02(i).

(k)Guarantee and Security Agreement and Security Documents. The Guarantee and Security

Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Creditors, a

legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as the

enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally

and subject to general principles of equity). In the case of (x) the Pledged Equity represented by certificates

described in the Guarantee and Security Agreement, when any stock certificates representing such Pledged Equity

are delivered to the Administrative Agent (or its designee) and (y) any other Collateral with respect to which a

security interest may be perfected only by possession or control upon the taking of possession or control by the

Administrative Agent (which possession or control shall be given to the Administrative Agent to the extent required

by the Guarantee and Security Agreement) accompanied by instruments of transfer or assignment duly executed in

blank, and in the case of the other Collateral described in the Guarantee and Security Agreement, when financing

statements in appropriate form are duly completed and filed in the offices specified on Annex I to the Guarantee and

Security Agreement and such other filings as are specified on Annex I to the Guarantee and Security Agreement

have been completed, the security interest in favor of the Administrative Agent for the benefit of the Secured

Creditors created under the Guarantee and Security Agreement shall constitute a fully perfected Lien on, and

security interest in, all right, title and interest of the Obligors in such Collateral and the proceeds thereof, as security

for that portion of the Secured Obligations intended to be secured thereby as further described in the Guarantee and

Security Agreement, in each case prior and superior in right to any other Person (other than with respect to Liens

permitted by this Agreement to be equal or superior in right), in each case to the extent security interests in such

Collateral may be perfected by delivery of such certificates representing Pledged Equity or such filings. Each

Security Document delivered pursuant hereto will, upon execution and delivery thereof, be effective to create in

favor of the Administrative Agent, for the benefit of the Secured Creditors, legal, valid and enforceable Liens on,

and security interests in, all of the Obligors’ right, title and interest in and to the Collateral thereunder, and upon the

taking of the actions contemplated by such Security Documents will constitute fully perfected Liens on, and security

interests in, all right, title and interest of the Obligors in such Collateral, prior and superior in right to any other

Person (other than with respect to Liens permitted under this Agreement to be equal or superior in right).

(l)Ownership of Property. Each Borrower and its Subsidiaries has good record and marketable title

to, or valid leasehold interests in, all property necessary in the ordinary conduct of its business, except for such

defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect.

(m)Taxes. Except for failures that could not reasonably be expected to have individually or in the

aggregate a Material Adverse Effect, each Borrower and each of its Subsidiaries have (i) filed all Tax returns and

reports required to have been filed and (ii) paid and discharged all Taxes imposed upon it or upon its income or

profits, or upon any properties belonging to it (including, in each case, in its capacity as a withholding agent), other

than those (i) not yet delinquent or (ii) contested in good faith as to which adequate reserves have been provided to

the extent required by Law and in accordance with GAAP.

(n)ERISA Matters. (i) No ERISA Event has occurred or is reasonably expected to occur with respect

to any Plan and (ii) neither any Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur

any Withdrawal Liability to any Multiemployer Plan, which in either case of (i) or (ii) has not been fully satisfied or,

with respect to clauses (i) and (ii), except as could not reasonably be expect to result individually or in the aggregate

in any Material Adverse Effect.

(o)Subsidiaries. As of the Closing Date, no Borrower has any Subsidiaries.

(p)Registered Broker-Dealer; Membership. TCG and each U.S. Broker Dealer Subsidiary is duly

registered with the SEC as a broker-dealer and is a member in good standing of FINRA, and each non-U.S. Broker

Dealer Subsidiary is duly registered with, or licensed by, any Governmental Authority that requires registration or

licensing and is a member in good standing of any local body similar to FINRA, including, but not limited to, the

Financial Services Authority and the Securities and Futures Commission to the extent that such membership is

required by any Governmental Authority.

(q)SIPC Assessments. Neither TCG nor any U.S. Broker Dealer Subsidiary is in arrears with respect

to any assessment made upon it by the SIPC, and no non-U.S. Broker Dealer Subsidiary is in arrears with respect to

any assessment made upon it by any local body which is similar to the SIPC.

ARTICLE VI

COVENANTS

SECTION 6.01Affirmative Covenants. So long as any principal of or interest on any Loan or any other

amount or Obligation under the Loan Documents (other than contingent indemnity obligations not then due) shall

remain unpaid or any Lender shall have any Commitment or any Letter of Credit shall remain outstanding hereunder

(unless such Letter of Credit has been cash collateralized or otherwise backstopped on terms reasonably satisfactory

to the relevant Issuing Lender), the Borrowers covenant and agree that, unless the Majority Lenders shall otherwise

consent in writing:

(a)Reporting Requirements. the Borrowers will furnish to the Lenders:

(i)within 60 days after the end of each of the first three fiscal quarters, the unaudited

consolidated balance sheet and related statements of income, stockholders’ equity and cash flows of each

Borrower, in each case as of the end of and for such fiscal quarter, setting forth in each case in comparative

form (if applicable) the figures for the corresponding period of the previous fiscal year, certified by a

Financial Officer to the effect that such financial statements present fairly in all material respects the

financial condition and results of operations of such Borrower and its Subsidiaries on a consolidated basis

in accordance with GAAP consistently applied, subject to the absence of (or absence of a requirement to

have) footnotes and to year-end adjustments; provided, that TCG SF may satisfy its obligations under this

clause (i) by providing trial balances in the form of Exhibit F hereto in lieu of a consolidated balance sheet

and statements of income, stockholder’s equity and cash flows;

(ii)within 100 days after the end of each fiscal year, the audited consolidated balance sheet

and related statements of income, stockholders’ equity and cash flows of each Borrower as of the end of

and for such fiscal year, setting forth in each case in comparative form (if applicable) the figures for the

previous fiscal year, certified by a Financial Officer to the effect that such financial statements present

fairly in all material respects the financial condition and results of operations of such Borrower and its

Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to the absence

of (or absence of a requirement to have) footnotes; provided, that TCG SF may satisfy its obligations under

this clause (ii) by providing unaudited trial balances in the form of Exhibit F hereto in lieu of an audited

consolidated balance sheet and statements of income, stockholder’s equity and cash flows;

(iii)concurrently with any delivery of financial statements under clauses (i) and (ii) above, a

certificate of a Financial Officer (w) certifying that no Default has occurred or, if a Default has occurred,

specifying the details thereof and any action taken or proposed to be taken with respect thereto, (x)

identifying any Subsidiary that has become a Material Foreign Subsidiary during the most recently ended

fiscal quarter, (y) setting forth calculations demonstrating in reasonable detail compliance with Section 6.03

and (z) setting forth supplements to the Annexes to the Guarantee and Security Agreement reflecting all

changes to the information set forth therein since the later of Closing Date or the date such information was

most recently updated pursuant to this Section 6.01(a)(iii);

(iv) [Reserved];

(v)as soon as available, but in any event within five Business Days of delivery to any

Governmental Authority or Self-Regulatory Organization, the audited annual financial statements of TCG

and any Broker Dealer Subsidiary required to be furnished to such Governmental Authority or Self-

Regulatory Organization;

(vi)within 15 days after the end of each calendar month as to which there are any Loans or

Letters of Credit outstanding on the last date of such calendar month, a schedule of Category II

Borrowings, Category III Borrowings and Category IV Borrowings on the consolidated balance sheet of

each Borrower and its Subsidiaries, which schedule will provide the notional value of each (and, with

respect to any such schedule that is delivered with respect to any month that is also the end of a fiscal

quarter, such schedule shall also reflect management’s good faith estimate of the value thereof as

determined in a manner consistent with such Borrower’s internal valuation practices);

(vii)promptly upon request by the Administrative Agent on behalf of the Majority Lenders,

such other information regarding the business, operations and financial condition of any Obligor as such

Lender may reasonably request (it being understood that the Administrative Agent shall use reasonable

efforts to coordinate any such requests);

(viii)promptly after any request therefor, such other information regarding the operations,

business affairs, assets, liabilities (including contingent liabilities) and financial condition of the Borrowers

or any of their subsidiaries, or compliance with the terms of any Loan Document, or with the PATRIOT

Act or other applicable anti-money laundering laws, as the Administrative Agent (or any Lender through

the Administrative Agent) may reasonably request; and

(ix)concurrently with delivery of the financial statements pursuant to clauses (i) and (ii)

above, a written management’s discussion and analysis, in a form reasonably satisfactory to the

Administrative Agent, of the financial condition and results of operations of the Sponsor for such fiscal

quarter the then elapsed portion of the fiscal year, as compared to the comparable periods in the previous

fiscal year.

Notwithstanding the foregoing, (A) the Borrowers may satisfy their obligations under clauses

(a)(i), (a)(ii) and/or (a)(v) by notifying the Administrative Agent that Form 10-K or 10-Q, as applicable, has

been filed with the Securities and Exchange Commission and (B) to the extent the SEC has granted the

ability to extend any financial statement reporting deadline generally to all non-accelerated filers, including

pursuant to Rule 12b-25 (but only to the extent the Borrowers, TCG and/or any Broker Dealer Subsidiary

(as applicable) have complied with the filing and other requirements of Rule 12b-25 that would have been

required if and to the extent the Borrowers, TCG and/or any Broker Dealer Subsidiary (as applicable) were

a non-accelerated filer by posting any such required filings (or filings substantially similar to what Rule

12b-25 would require) to the Administrative Agent), (the “Extended SEC Reporting Deadline”) and such

Extended SEC Reporting Deadline would be later than the deadline for delivery of the corresponding

financial statements of the Borrowers, TCG and/or any Broker Dealer Subsidiary (as applicable) pursuant

to clause (a)(i), (ii) or (v) of this Section 6.01 (the “Section 6.01 Reporting Deadline”), then the applicable

Section 6.01 Reporting Deadline shall be automatically deemed to be extended to the date of the Extended

SEC Reporting Deadline, without any further action by any party.

(b)Existence; Conduct of Business. Each Borrower will, and will cause each of its Subsidiaries to, do

or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and,

except to the extent that failure to do so could not reasonably be expected to result individually or in the aggregate in

a Material Adverse Effect, the rights, licenses, permits, privileges and franchises material to the conduct of its

business (including, in the case of TCG and each Broker-Dealer Subsidiary, its registration, license or qualification

as a broker-dealer with the SEC and/or such other applicable domestic or foreign Governmental Authority);

provided that the foregoing shall not prohibit any transaction expressly permitted under Section 6.02(c).

(c)Compliance with Laws. Each Borrower will, and will cause each of its Subsidiaries to, comply

with all Laws and all orders, writs, injunctions and decrees of any Governmental Authority applicable to them, their

business or their Property (including, in the case of TCG and each Broker-Dealer Subsidiary, such rules and

regulations of the SEC, FINRA and/or such other applicable domestic or foreign Governmental Authority or Self-

Regulatory Organization) except, with respect to all matters other than noncompliance by TCG or any Broker-

Dealer Subsidiary with applicable minimum capital requirements, where the failure to do so, individually or in the

aggregate, could not reasonably be expected to result individually or in the aggregate in a Material Adverse Effect.

(d)Maintenance of Insurance. Each Borrower will, and will cause each of its Subsidiaries to,

maintain with financially sound and reputable insurance companies insurance on all its tangible Property in at least

such amounts and against at least such risks as the Borrowers believe (in the good faith judgment of the Borrowers)

are usually insured against in the same general area by companies of a similar size engaged in the same or a similar

business and in a manner that is consistent with each Borrower and its Subsidiaries’ past practices. All such

insurance (other than business interruption insurance (if any), director and officer insurance and worker’s

compensation insurance) shall name the Administrative Agent as additional insured on behalf of the Secured

Creditors (in the case of liability insurance, as their interests may appear) or loss payee (in the case of property

insurance).

(e)Payment of Taxes. Each Borrower will, and will cause each of its Subsidiaries to, timely pay and

discharge, all material Taxes imposed upon it or upon its income or profits, or upon any properties belonging to it

(including, in each case, in its capacity as a withholding agent), and all lawful material claims in respect of any

Taxes imposed, assessed or levied that, if unpaid, could reasonably be expected to become a material Lien upon any

Property of either Borrower or any of their Subsidiaries, provided that neither any Borrower, nor any of their

respective Subsidiaries shall be required to pay any such Tax that is being contested in good faith and by proper

proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP and the failure to

pay could not reasonably be expected to result individually or in the aggregate in a Material Adverse Effect.

(f)Maintenance of Properties. Each Borrower will, and will cause each of its Subsidiaries to, keep

and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear

and tear excepted, except to the extent failure to do so could not reasonably be expected to result individually or in

the aggregate in a Material Adverse Effect.

(g)Books and Records; Visitation and Inspection Rights. Each Borrower will, and will cause each of

its Material Subsidiaries to, keep proper books of record and account in accordance with GAAP, and permit

representatives designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its

Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and

condition with its officers and independent accountants (it being agreed that TCG shall be given the opportunity to

participate in any such discussion with its independent accountants), all at the reasonable expense of the Borrowers

and at such reasonable times during normal business hours, but in each case subject to and in accordance with all

applicable laws of any Governmental Authority and such confidentiality measures relating thereto as the Borrowers

may reasonably require; provided that, other than after the occurrence of and during the continuance of an Event of

Default, (i) such visitations and inspections shall not be permitted on more than two instances in any calendar year

and (ii) only one such visitation and inspection shall be at the expense of the Borrowers.

(h)Notices of Material Events. Each Borrower will furnish to the Administrative Agent and each

Lender prompt written notice of the following:

(i)the occurrence of any Default or Event of Default within 10 days of such Default or

Event of Default; provided that no notice shall be required if such Default or Event of Default has been

cured within 10 days of the occurrence thereof; provided, further, that any Default or Event of Default for

failure to provide a timely notice pursuant to this section shall be cured by delivery of such notice;

(ii)the filing or commencement of any action, suit or proceeding by or before any

Governmental Authority against or affecting any Borrower or any of its Subsidiaries which would

reasonably be expected to be adversely determined and, if so determined, would reasonably be expected to

result in a Material Adverse Effect;

(iii) [Reserved]; and

(iv)any change in the information provided in the Beneficial Ownership Certification that

would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

Each notice delivered under this subsection shall be accompanied by a statement of a Financial Officer

setting forth the details of the event or development requiring such notice and any action taken or proposed

to be taken with respect thereto.

(i)Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the

Guarantee and Security Agreement and/or clause (m) below, the Borrowers will promptly cause each direct or

indirect Wholly-Owned Domestic Subsidiary (other than any Domestic Subsidiary of a Foreign Subsidiary that is a

“controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”) or a Domestic Subsidiary

that has no material assets other than capital stock of one or more Foreign Subsidiaries that are CFCs (a “CFC

Holdco”) formed (including, without limitation, by division) or otherwise purchased or acquired after the date

hereof, to execute promptly, and in any event within 30 days of such formation or acquisition (or such longer period

as approved by the Administrative Agent), a supplement to the Guarantee and Security Agreement substantially in

the form attached to the Guarantee and Security Agreement (or otherwise in a form reasonable satisfactory to the

Administrative Agent) in order to become a Guarantor and a grantor thereunder and take all other action necessary

or as reasonably requested by the Administrative Agent to grant a perfected security interest in its assets to

substantially the same extent as granted by the Obligors on the Closing Date (including without limitation filing a

financing statement and delivery of Security Collateral (as defined in the Guarantee and Security Agreement)).

(j)Pledge of Material Foreign Subsidiaries. Subject to any applicable limitations set forth in the

Guarantee and Security Agreement and/or clause (m) below, the Borrowers will promptly (and in any event within

30 days or such longer period as approved by the Administrative Agent) deliver to the Administrative Agent a local

law pledge agreement under the jurisdiction of organization or formation of each Subsidiary that is directly owned

by an Obligor and identified as a Material Foreign Subsidiary in accordance with Section 6.01(a)(iii)(y) in a

customary form reasonably satisfactory to the Administrative Agent, together with (i) copies of such Material

Foreign Subsidiary’s constitutive documents and documents evidencing that such Material Foreign Subsidiary has

taken of all necessary action authorizing and approving the execution, delivery and performance of the Loan

Documents to which it is a party, and (ii) a legal opinion in a form reasonably satisfactory to the Administrative

Agent from counsel to such Material Foreign Subsidiary; provided that, in the case of voting capital stock of any

CFC or CFC Holdco, no more than 65% of the outstanding voting capital stock shall be pledged.

(k)Pledge of Additional Stock and Evidence of Indebtedness. Subject to any applicable limitations

set forth in the Guarantee and Security Agreement and/or clause (m) below or with respect to which, in the

reasonable judgment of the Administrative Agent (confirmed in writing by notice to TCG), the cost or other

consequences (including any adverse tax consequences) of doing so shall be excessive in view of the benefits to be

obtained by the Lenders therefrom, the Borrowers will cause (i) all certificates representing Equity Interests (if any)

held directly by any Borrower or any Guarantor; provided that, in the case of voting capital stock of any CFC or

CFC Holdco, no more than 65% of the outstanding voting capital stock shall be pledged and (ii) all instruments

evidencing of Indebtedness in excess of $1,000,000 received by any Borrower or any of the Guarantors, in each

case, promptly to be delivered to the Administrative Agent along with applicable instruments of transfer duly

executed in blank to the Administrative Agent (or its designee) as security for the Secured Obligations that are

intended to be secured thereby as further described in the Guarantee and Security Agreement.

(l)Further Assurances. Subject to any applicable limitations set forth in the Guarantee and Security

Agreement and/or clause (m) below, the Borrowers will, and will cause each of the Guarantors to, from time to time

give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other

paper that is necessary to cause the Liens created by the Guarantee and Security Agreement and the other Security

Documents to be valid first priority perfected Liens on the Property purported to be covered thereby (including after-

acquired Property, it being understood that, except as set forth in paragraph (j) above, there shall be no requirement

to enter into or deliver security agreements or pledge agreements governed by the laws of any non-U.S. jurisdiction

or otherwise take steps to perfect any security interest or Lien securing the Secured Obligations under the laws of

any non-U.S. jurisdiction), subject to no equal or prior Lien except as otherwise permitted by the Loan Documents,

and promptly from time to time obtain and maintain in full force and effect, and cause each of the Guarantors to

obtain and maintain in full force and effect, all licenses, consents, authorizations and approvals of, and make all

filings and registrations with, any Governmental Authority necessary under the Laws of the jurisdiction of

organization of such Guarantor (or any other jurisdiction in which part of the Collateral owned by it or by any

Guarantor may be situated) for the making and performance by it of the Loan Documents to which it is a party.

(m)Broker Dealer Limitations. Notwithstanding anything herein or in any other Loan Document to

the contrary, in no event shall TCG or any Broker-Dealer Subsidiary be required to provide a guarantee of, or grant

any security interests in its assets to secure, the Obligations of any Person (other than such Borrower) under any

Loan Document.

(n)Post-Closing Actions. Notwithstanding anything to the contrary in any Loan Document, each

Borrower will, (i) within 90 days after the Closing Date (or such later date as the Administrative Agent shall

reasonably agree) enter into a control agreement with respect to each of its Deposit Accounts (as defined in the

Guarantee and Collateral Agreement) other than Excluded Accounts (as defined in the Guarantee and Collateral

Agreement), it being understood no such requirement for a control agreement on the pledged Deposit Account set

forth in any Loan Document shall apply until such date and (ii) within 15 Business Days after the Closing Date (or

such later date as the Administrative Agent shall reasonably agree) deliver to the Administrative Agent evidence of

insurance complying with the requirements of Section 6.01(d) and certificates naming the Administrative Agent as

an additional insured and/or loss payee to the extent required pursuant to such Section 6.01(d).

SECTION 6.02Negative Covenants. So long as any principal of or interest on any Loan or any other

amount or Obligation under the Loan Documents (other than contingent indemnity obligations not then due) shall

remain unpaid or any Lender shall have any Commitment or any Letter of Credit shall remain outstanding hereunder

(unless such Letter of Credit has been cash collateralized or otherwise backstopped on terms reasonably satisfactory

to the relevant Issuing Lender), the Borrowers covenant and agree that, unless the Majority Lenders shall otherwise

consent in writing:

(a)Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to,

create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries

may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses,

charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after

such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity

Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set

forth in the immediately preceding sentence shall not apply to any of the following items:

(i)Indebtedness arising under the Loan Documents;

(ii)Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries

(including any Indebtedness used to finance any Financing Transaction);

(iii)Permitted Subordinated Debt;

(iv)Indebtedness in respect of Hedging Agreements;

(v)Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse

arrangements and other cash management and similar arrangements in the ordinary course of business;

(vi)additional Indebtedness of the Borrowers and their respective Subsidiaries in an

aggregate principal amount not to exceed $20,000,000 at any time outstanding;

(vii)Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”);

provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as

MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide

a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or

Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to

provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and

MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such

Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in

writing to such offer, in each case, within such 10 Business Day period;

(viii)any Finance Subsidiary Debt (provided that, to the extent secured, such Finance

Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section

6.02(b)(ii));

(ix)all premiums (if any), interest (including post-petition interest), fees, expenses, charges

and additional or contingent interest on obligations described in clauses (i) through (viii) above; and

(x)any fronting or participation arrangement with MHCB or any of its Affiliates on the

terms of, or on substantially similar terms to, that certain Fronting Framework Agreement dated as of the

Amendment No. 4 Effective Date, among Mizuho Bank, Ltd. and TCG SF, as participant.

In addition, the Borrowers agree that any Subordinated FINRA Loan shall not be outstanding for

more than the time period permitted by FINRA (of which TCG must notify the Administrative Agent in

writing if there are one or more outstanding Subordinated FINRA Loans and the FINRA requirement is

other than 45 days), that at any time a Subordinated FINRA Loan is outstanding TCG shall not have any

senior Indebtedness outstanding and that no more than the number of Subordinated FINRA Loans

permitted by FINRA may be made in any twelve month period (of which permitted amount TCG must

notify the Administrative Agent in writing if there are one or more outstanding Subordinated FINRA Loans

and the maximum number of loans permitted by FINRA is other than three loans during any twelve month

period).

(b)Liens. The Borrowers will not, nor will they permit any of their respective Subsidiaries to, create,

incur, assume or permit to exist any Lien on any Property now owned or hereafter acquired by it, except Liens under

the Guarantee and Security Agreement and other Liens in favor of the Administrative Agent as contemplated hereby

and except:

(i)Liens arising under the Loan Documents;

(ii)Liens securing Finance Subsidiary Debt; provided that the terms of any Finance

Subsidiary Debt (including any intercreditor arrangements entered into in connection therewith) shall

provide that the Liens on the Collateral granted under the Guarantee and Security Agreement have at least

second priority (to the extent the terms of such Finance Subsidiary Debt do not permit the obligations under

the Loan Documents to be secured on a first priority basis pari passu with such Finance Subsidiary Debt)

after giving effect to the incurrence of such Finance Subsidiary Debt; provided, further, that the assets

securing any such Finance Subsidiary Debt shall be limited to (A) the assets of the Finance Subsidiary or

Finance Subsidiaries incurring such Finance Subsidiary Debt and (B) the common equity interests of such

Finance Subsidiary or Finance Subsidiaries;

(iii)Permitted Liens;

(iv)Liens securing Indebtedness or other obligations of a Borrower or any Subsidiary of a

Borrower in favor of a Borrower or any Subsidiary of a Borrower;

(v)Liens (A) of a collecting bank arising under Section 4-208 of the UCC on items in the

course of collection, (B) attaching to commodity trading accounts or other commodities brokerage accounts

incurred in the ordinary course of business; and (C) in favor of a banking institution arising as a matter of

law encumbering deposits (including the right of setoff);

(vi)Liens encumbering reasonable customary initial deposits and margin deposits and similar

Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course

of business;

(vii)Liens that are contractual rights of setoff (A) relating to the establishment of depository

relations with banks not given in connection with the issuance of Indebtedness, (B) relating to pooled

deposit or sweep accounts of the Borrowers or any of their Subsidiaries to permit satisfaction of overdraft

or similar obligations incurred in the ordinary course of business of the Borrowers and their Subsidiaries or

ordinary course of business;

(viii)additional Liens so long as the aggregate principal amount of the obligations secured

thereby at any time outstanding does not exceed $15,000,000;

(ix)the modification, replacement, extension or renewal of any Lien permitted by this Section

6.02(b) upon or in the same assets theretofore subject to such Lien (or upon or in after-acquired property

that is affixed or incorporated into the property covered by such Lien or any proceeds or products thereof)

or the replacement, extension or renewal (without increase in the amount or change in any direct or

contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby;

(x)Liens securing obligations in respect of Indebtedness outstanding under Section

6.02(a)(vii), provided such Liens only extend to the loans made pursuant to such Fronting Facility and

other assets related thereto, and in each case, the proceeds thereof. It is agreed that upon the incurrence of a

Lien permitted pursuant to this clause (x), any Collateral subject to such Lien shall be automatically

released from the Liens securing the Secured Obligations (and the Administrative Agent shall take such

actions as reasonably requested by TCG to evidence such release (or absence) of such Lien, it being

understood that the Lenders authorize the Administrative Agent to enter into any such documentation, with

the Administrative Agent authorized to rely on a certificate from TCG confirming the automatic release (or

absence) of such Lien hereunder in delivering any such documentation).

(c)Mergers, Consolidations, Sales of Assets, Etc. The Borrowers will not merge into or consolidate

with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or

otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each

case, whether now owned or hereafter acquired), or liquidate or dissolve (provided that, if at the time thereof and

immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any

Person may merge into a Borrower in a transaction in which such Borrower is the surviving entity) and they will not

permit any of their respective Subsidiaries to merge into or consolidate with any other Person, or permit any other

Person to merge into or consolidate with any Subsidiary, if a Default or Event of Default would result as a result

from any such merger or consolidation and, if involving a Borrower or a Guarantor, unless such Borrower or

Guarantor is the surviving entity or such successor entity is a Subsidiary of a Borrower immediately following such

merger or consolidation and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under

the Loan Documents; provided, further, that Subsidiaries of any Borrower shall be permitted to liquidate or dissolve,

except to the extent such liquidation or dissolution would reasonably be expected to result in a Material Adverse

Effect and provided that upon or prior to the liquidation or dissolution of any Borrower no Borrowings of such

Borrower or Letters of Credit issued for the account of such Borrower are outstanding.

(d)Investments. Without the prior written consent of the Majority Lenders (such consent not to be

unreasonably withheld), the Borrowers will not, and will not permit any of their respective Subsidiaries to, make any

Investment in the Borrowers or their Affiliates; provided that so long as no Event of Default has occurred and is

continuing, the Borrowers and their Subsidiaries may make Investments in the ordinary course of the Borrowers’

and their Subsidiaries’ capital markets business and in compliance with Section 6.02(i) in (i) any portfolio company

(or any entity controlled by a portfolio company) of any fund, separately managed account or partnership managed

or controlled or sponsored by the Borrowers or their Affiliates (any such fund, account or partnership, a “TCG

Vehicle”), (ii) any TCG Vehicle with publicly traded securities or securities issued pursuant to Rule 144A of the

Securities Act of 1933 or any foreign equivalent or with respect to which a registration statement or equivalent

foreign document has been filed and (iii) subject to Section 6.02(i) in any Borrower by such other Borrower.

(e)Restricted Payments. The Borrowers will not, and will not permit any of their Subsidiaries to,

declare or pay any Restricted Payments (other than dividends or distributions payable solely in its Equity Interests

(other than Disqualified Equity Interests)), provided that the Borrowers and their respective Subsidiaries may pay

dividends if (x) immediately before and after paying such dividend, no (1) Default or (2) Event of Default shall have

occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00

after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence (other than

subclause (x)(2) in the proviso thereto) shall not apply to any of the following items so long as the Borrowers are in

compliance with Section 6.03 after giving pro forma effect thereto:

(i)each Borrower may (or may pay dividends to permit any direct or indirect parent thereof

to) redeem in whole or in part any of its Equity Interests for another class of its (or such parent’s) Equity

Interests (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity

contributions or issuances of new Equity Interests (other than Disqualified Equity Interests), provided that

such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all

respects material to their interests as those contained in the Equity Interests redeemed thereby;

(ii)each Borrower may make quarterly restricted payments to the equity holders of such

Borrower, for any taxable year ending after the date hereof for which such Borrower is a partnership or

disregarded entity for U.S. federal income tax purposes, to fund the income tax liabilities of the direct or

indirect (as applicable) equity holders of such Borrower that are attributable to the taxable income of such

Borrower, in an aggregate annual amount assumed to equal the product of (x) the taxable income of such

Borrower for such taxable year (computed, for the avoidance of doubt, for any taxable year for which such

Borrower is a disregarded entity as if such Borrower were a partnership) reduced by any taxable loss of

such Borrower with respect to any taxable year ending after the date hereof (computed, for the avoidance of

doubt, for any taxable year for which such Borrower is a disregarded entity as if such Borrower were a

partnership) to the extent that such taxable loss (a) has not previously been used to offset taxable income of

such Borrower pursuant to this clause (x) and (b) is of a character that would permit such loss to be

deducted against such taxable income for the taxable year in question and (y) the highest combined

marginal federal and applicable state and/or local income tax rate (taking into account the character of the

taxable income in question (e.g., long term capital gain, qualified dividend income, etc.), with respect to

such income, and the deductibility, if any, of any state or local income taxes for federal income tax

purposes) applicable to any direct or indirect (as applicable) equity holder of such Borrower;

(iii)each Borrower or any of its Subsidiaries may (i) pay cash in lieu of fractional Equity

Interests in connection with any dividend, split or combination thereof and (ii) honor any conversion

request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in

connection with any such conversion; and

(iv)any Subsidiary may pay dividends to its direct parent; provided that if any such dividends

are paid by a non-Wholly-Owned Subsidiary, such dividends shall be made ratably based on the equity

holder’s interests therein (or any other amount more favorable to a Borrower), provided, further, that if the

proceeds of any outstanding Loans or Letters of Credit have been used for an Investment in such non-

Wholly-Owned Subsidiary, any cash dividends paid to such parent shall be applied to prepay such Loans or

cash collateralize such Letters of Credit if no Loans are outstanding, at the option of the Administrative

Agent, without application of Section 3.12 or at the end of the next Interest Period(s).

(f)Subordinated Debt Payments. The Borrowers will not, and will not permit any of their respective

Subsidiaries to, prepay, repurchase or redeem, defease or otherwise satisfy prior to the scheduled maturity thereof in

any manner, or make any payment in violation of any subordination terms of, any Subordinated Indebtedness (or

any permitted refinancing in respect thereof); provided that the Borrowers and any of their Subsidiaries may prepay,

repurchase or redeem, defease or otherwise satisfy any Subordinated Indebtedness if (x) immediately before and

after such payment, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity

Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. Notwithstanding

the foregoing, nothing in this Section 6.02(f) shall prohibit the repayment or prepayment of intercompany

Subordinated Indebtedness owed among a Borrower and/or its Subsidiaries, in either case unless an Event of Default

has occurred and is continuing and the Borrowers have received a notice from the Administrative Agent instructing

it not to make or permit any such repayment or prepayment.

(g)Burdensome Agreements. The Borrowers will not, and will not permit any of their respective

Subsidiaries to, enter into or suffer to exist or become effective any agreement that prohibits or limits the ability (i)

of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its material Property or revenues,

whether now owned or hereafter acquired, to secure the Secured Obligations or, in the case of any Guarantor, its

obligations under the Guarantee and Security Agreement, or (ii) of any Subsidiary to make Restricted Payments to

any Borrower or any Guarantor or to otherwise transfer property to or invest in any Borrower or any Guarantor,

other than (A) this Agreement and the other Loan Documents, (B) any agreements governing Finance Subsidiary

Debt and, in the case of clause (i) above only, purchase money Liens (or any permitted refinancing in respect

thereof) or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall

only be effective against the assets financed thereby and in the case of any permitted refinancing of purchase money

Indebtedness, no more restrictive than that in the relevant refinanced agreement), (C) any such agreement in effect at

the time any Subsidiary becomes a Subsidiary of a Borrower, so long as such agreement was not entered into solely

in contemplation of such Person becoming a Subsidiary of such Borrower, (D) any such agreement imposed or

required by or otherwise entered into with any applicable Governmental Authority, (E) any agreement in respect of

Indebtedness outstanding under Section 6.02(a)(vii) and (F) any agreement in respect of Indebtedness permitted to

be outstanding under this Agreement, provided such restrictions do not, in the good faith judgment of TCG, impair

in any material respect the ability of the Borrowers hereunder to comply with their payment obligations under the

Loan Documents.

(h)Affiliate Transactions. The Borrowers will not, and will not permit any of their respective

Subsidiaries to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of

Property, the rendering of any service or the payment of any management, advisory or similar fees, with any

Affiliate involving aggregate consideration in excess of $10,000,000 (other than the Borrowers or any of their

Subsidiaries) unless such transaction is (a) otherwise permitted under this Agreement, including the payment and

receipt of any dividend permitted pursuant to Section 6.02(e), and (b) upon terms that, in the aggregate, are no less

favorable to such Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s-

length transaction with a Person that is not an Affiliate; provided that nothing in this Section 6.02(h) shall prohibit a

Borrower or any of its Subsidiaries from providing placement, advisory or other services in the ordinary course of

business so long as such services do not include a funding obligation of such Borrower or such Subsidiary.

(i)Line of Business. (i)The Borrowers will not, nor will they permit any of their respective

Subsidiaries to, enter into any business, either directly or through any Subsidiary, except for those businesses in

which the Borrowers and their Subsidiaries are engaged on the Closing Date or that are reasonably related thereto.

(ii)notwithstanding anything to the contrary in the Loan Documents, in no event shall TCG

or any Broker-Dealer Subsidiary transfer (including by virtue of a sale or other disposition, an Investment

or a Restricted Payment) any margin stock (within the meaning of Regulation U) to any Obligor that is not

an exempted borrower (within the meaning of Regulation U); and

(iii)no Borrower or Subsidiary that is not an exempted borrower (within the meaning of

Regulation U) shall purchase, carry or hold any margin stock (within the meaning of Regulation U).

(j)Change in Fiscal Year. No Borrower will make any change to its fiscal year; provided that a

Borrower may, upon written notice to the Administrative Agent, change its fiscal year end to any other fiscal year

end reasonably acceptable to the Administrative Agent, in which case the Borrowers and the Administrative Agent

will, and are hereby authorized by the other parties hereto to, make any adjustments to this Agreement that are

necessary to effect such change.

SECTION 6.03Financial Covenant. So long as any principal of or interest on any Loan or any other

amount or obligation under the Loan Documents (other than contingent indemnity obligations not then due) shall

remain unpaid or unsatisfied or any Lender shall have any Commitment or any Letter of Credit shall remain

outstanding hereunder (unless such Letter of Credit has been cash collateralized or otherwise backstopped on terms

reasonably satisfactory to the relevant Issuing Lender and the Administrative Agent), the Borrowers covenant and

agree that, unless the Majority Lenders shall otherwise consent in writing, the Borrowers will not permit the Debt to

Equity Ratio of any Borrower to exceed 7.00 to 1.00 at any time.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01Events of Default. If any of the following events (“Events of Default”) shall occur and be

continuing:

(a)any Borrower shall fail to pay when due any principal of any Loan;

(b)any Borrower shall fail for five Business Days or more to pay any interest, fee or L/C

Reimbursement Obligation or any other amount (other than principal) payable by such Borrower under any Loan

Document when and as the same shall become due and payable;

(c)any representation or warranty made or deemed made by an Obligor in this Agreement, any other

Loan Document or in any certificate furnished pursuant to this Agreement shall prove to have been untrue in any

material respect when made or deemed made;

(d)any Borrower shall fail to observe or perform any covenant, condition or agreement contained in

Section 6.01(b) (with respect to the legal existence of such Borrower), (h)(i), 6.02 (other than those contained in

clause (j) of such Section) or 6.03 (subject to application of Section 7.02(b) below);

(e)any Obligor shall fail to observe or perform any covenant, condition or agreement contained in

this Agreement (other than those specified in clause (a), (b) or (d) of this Section 7.01) or in any other Loan

Document, and such failure shall continue unremedied for a period of 30 days after notice thereof from the

Administrative Agent to TCG;

(f) (i) any Borrower or any Subsidiary (other than any Finance Subsidiary that is not a Borrower)

shall fail to make any payment of principal of or interest on any Material Indebtedness when and as the same shall

become due and payable (beyond any period of grace, if any) or (ii) any event or condition occurs that results in the

acceleration (or permits the holders of such Indebtedness (or a trustee or agent on behalf of such holders) to cause

such acceleration) of such Material Indebtedness prior to its scheduled maturity; provided that in each case (i) and

(ii) any amount of Obligations hereunder shall be considered Material Indebtedness (i.e. without regard to any

threshold in such definition); provided further, that, in each case, such failure is unremedied and is not validly

waived by the holders of such Indebtedness in accordance with the terms of the documents governing such

Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to this section;

(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i)

liquidation, winding-up, reorganization or other relief in respect of any Borrower or any Material Subsidiary (other

than any Finance Subsidiary that is not a Borrower) or its debts, or of a substantial part of its Property, under any

Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the

appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any

Material Subsidiary (other than any Finance Subsidiary that is not a Borrower) or for a substantial part of its

Property, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or

decree approving or ordering any of the foregoing shall be entered;

(h)any Borrower or any Material Subsidiary (other than any Finance Subsidiary that is not a

Borrower) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, winding up,

reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law

now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any

proceeding or petition described in clause (g) of this Section, (iii) apply for or consent to the appointment of a

receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower or any Material Subsidiary

(other than any Finance Subsidiary) or for a substantial part of its Property, (iv) file an answer admitting the material

allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of

creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(i)any Borrower or any Material Subsidiary (other than any Finance Subsidiary that is not a

Borrower) shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(j)one or more judgments for the payment of money in an aggregate amount in excess of

$25,000,000 shall be rendered against any Borrower or any Subsidiary (to the extent not paid and not covered by

independent third-party insurance as to which the insurer has been notified of such judgment or order and does not

deny coverage) and the same shall remain undischarged for a period of 60 consecutive days during which execution

shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any

Property of any Borrower or any Subsidiary to enforce any such judgment;

(k)an ERISA Event shall have occurred that, when taken together with all other ERISA Events that

have occurred for which liability has not been fully satisfied, would reasonably be expected to result in a Material

Adverse Effect;

(l)(x) the Guarantee and Security Agreement or any other Security Document shall cease to be valid

and binding on, or enforceable against (or shall be asserted by any Borrower or any of its Subsidiaries to no longer

be valid and binding on, or enforceable against), (i) TCG or (ii) any other Borrower or Guarantor (other than

pursuant to the terms hereof or thereof), or TCG or any such other Borrower or Guarantor shall so assert in writing

or (y) any security interest and Lien purported to be created by any Security Document shall cease to be in full force

and effect, or shall cease to give the Administrative Agent, for the benefit of the Secured Creditors, the Liens, rights,

powers and privileges purported to be created and granted under such Security Document (including a perfected first

priority security interest in and Lien on all of the Collateral thereunder (except as otherwise expressly provided in

such Security Document)) in favor of the Administrative Agent, or shall be asserted by any Borrower or any other

Obligor not to be a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such

Security Document) security interest in or Lien on the Collateral covered thereby, except, in each case, as a result of

the Administrative Agent’s failure to take any action (x) reasonably requested on a timely basis by any Borrower in

writing in order to maintain a valid and perfected Lien on any Collateral or (y) solely within the Administrative

Agent’s control; or

(m)a Change of Control shall occur;

then the Administrative Agent may, and shall upon the request of the Majority Lenders, by notice to TCG, take any

or all of the following actions, at the same or different times: (i) terminate the Commitments and thereupon they

shall terminate immediately, (ii) terminate any obligation of the Issuing Lender to issue Letters of Credit hereunder,

and thereupon such obligations shall terminate, (iii) declare the Loans and all other amounts payable by the Obligors

under the Loan Documents to be due and payable in whole (or in part, in which case any principal not so declared to

be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so

declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each

Borrower accrued and other amounts payable by the Obligors under the Loan Documents, shall become due and

payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby

waived by each Borrower, and/or (iv) require each Borrower to provide cash collateral for L/C Reimbursement

Obligations of such Borrower and the outstanding undrawn Letters of Credit of such Borrower in an aggregate

amount equal to the then aggregate L/C Exposure of such Borrower and thereupon such Borrower shall forthwith

provide such cash collateral on terms and subject to documentation reasonably satisfactory to the relevant Issuing

Lenders and the Administrative Agent; and in case of any event applicable to any Borrower described in clause (g),

(h) or (i) of this Section 7.01, the Commitments and such obligations of the Issuing Lender shall automatically

terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and

other obligations of the Obligors accrued under the Loan Documents, shall automatically become due and payable,

and each Borrower (on a several and not joint basis) shall automatically be required to provide such cash collateral,

all without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each

Borrower. Nothing herein shall terminate or otherwise modify the obligations of the Lenders under Section 2.02(d).

SECTION 7.02Investors’ Right to Cure.

(a)Notwithstanding anything to the contrary contained in Section 7.01(d), in the event that the

Borrowers fail to comply with the requirements of the covenant set forth in Section 6.03 for any fiscal period in

which the covenant set forth in such Section 6.03 is being measured, any Person shall have the right to make a direct

or indirect equity investment in any Borrower in cash (the “Cure Right”), and upon the receipt by such Borrower of

net cash proceeds pursuant to the exercise of the Cure Right (including through the capital contribution of any such

net cash proceeds to such Borrower), on or prior to the fifteenth Business Day after the date on which financial

statements are required to be delivered pursuant to Section 6.01(a) or (b), as applicable (the “Cure Date”), the

covenant set forth in such Section 6.03 shall be recalculated for such fiscal period, giving effect, at the Borrowers’

election, to a pro forma increase to Total Equity or a pro forma reduction to Debt (and, if applied to reduce Debt,

such reduction shall be given effect for purposes of determining compliance with the covenant set forth in Section

6.03 for any later test period that includes such fiscal period) as of the relevant date of determination in an amount

equal to such net cash proceeds.

(b)Upon receipt by the Administrative Agent of an irrevocable notice from the Borrowers delivered

concurrent with the delivery of financial statements pursuant to Section 6.01(a) or (b), as applicable, and through the

Cure Date: (i) no Default or Event of Default shall be deemed to have occurred on the basis of a failure to comply

with the covenant set forth in such Section 6.03 unless such failure is not cured by the exercise of the Cure Right on

or prior to the Cure Date, (ii) without the consent of the Majority Lenders, the Borrowers shall not be permitted to

borrow any Loans and Letters of Credit shall not be issued or renewed unless and until any failure to comply with

the covenant set forth in such Section 6.03 has been cured by the exercise of the Cure Right, (iii) none of the

Administrative Agent or any Lender shall exercise any of the remedial rights otherwise available to it upon an Event

of Default, including the right to accelerate the Loans, to terminate Commitments or to foreclose on the Collateral

solely on the basis of an Event of Default having occurred as a result of a violation of the covenant set forth in such

Section 6.03, unless the Cure Right is not exercised on or prior to the Cure Date and (iv) if the Cure Right is not

exercised on or prior to the Cure Date, such Default or Event of Default shall spring into existence after such time

and the Administrative Agent and any Lender may take any actions or remedies pursuant to the terms of this

Agreement and the other Loan Documents.

(c)If, after the exercise of the Cure Right and the recalculations pursuant to clause (a) above, the

Borrowers shall then be in compliance with the requirements of the covenant set forth in Section 6.03 for the

relevant fiscal quarter, the Borrowers shall be deemed to have satisfied the requirements of such covenant as of the

relevant date of determination with the same effect as though there had been no failure to comply therewith at such

date.

(d)Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal quarter period

there shall be at least two fiscal quarters in which the Cure Right is not exercised, (ii) during the term of this

Agreement, the Cure Right shall not be exercised more than five times, (iii) the cure amount shall be no greater than

the amount required for the purpose of complying with the covenant set forth in Section 6.03 and any amounts in

excess thereof shall not be deemed to be a cure amount, and (iv) such cure amount shall be disregarded for purposes

of determining whether any Debt to Equity Ratio-based condition to the availability of any carve-out set forth in

Article 6 of this Agreement has been satisfied.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01Appointment and Authority.

(a)Each of the Lenders hereby irrevocably appoints MHCB to act on its behalf as the Administrative

Agent under and in connection with the Loan Documents and authorizes the Administrative Agent to take such

actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or

thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article

VIII are solely for the benefit of the Administrative Agent and the Lenders and the Borrowers shall have no rights as

a third party beneficiary of any of such provisions.

(b)Each Issuing Lender shall act on behalf of the Lenders with respect to any Letters of Credit issued

by it and the documents associated therewith, and each such Issuing Lender shall have all of the benefits and

immunities (i) provided to the Administrative Agent in this Article VIII with respect to any acts taken or omissions

suffered by such Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and

the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term

“Administrative Agent” as used in this Article VIII included such Issuing Lender with respect to such acts or

omissions, and (ii) as additionally provided herein with respect to such Issuing Lender.

(c)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and

each of the Lenders and the Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to

act as the agent of such Lender and the Issuing Lender for purposes of acquiring, holding and enforcing any and all

Liens on Collateral granted by any of the Obligors to secure any of the obligations of the Obligors under the Loan

Documents, together with such powers and discretion as are reasonably incidental thereto. In this connection, the

Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the

Administrative Agent pursuant to Section 8.05 for purposes of holding or enforcing any Lien on the Collateral (or

any portion thereof) granted under the Loan Documents, or for exercising any rights and remedies thereunder at the

direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article VIII and

Article IX as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan

Documents) as if set forth in full herein with respect thereto.

SECTION 8.02Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have

the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it

were not the Administrative Agent and the term “Lender” shall, unless otherwise expressly indicated or unless the

context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual

capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in

any other advisory capacity for and generally engage in any kind of business with any Obligor or any Affiliate

thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to

the Lenders.

SECTION 8.03Exculpatory Provisions.

(a)The Administrative Agent shall not have any duties or obligations except those expressly set forth

in the Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a

Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary

powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the

Administrative Agent is required to exercise as directed in writing by the Majority Lenders (or such other

number or percentage of the Lenders as shall be expressly provided for in the Loan Documents), provided

that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of

its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or

applicable law; and

(iii)shall not, except as expressly set forth in the Loan Documents, have any duty to disclose,

and shall not be liable for the failure to disclose, any information relating to any Obligor or any of its

Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of

its Affiliates in any capacity.

(b)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the

consent or at the request of the Majority Lenders (or such other number or percentage of the Lenders as shall be

necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as

provided in Section 9.01) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as

determined in a final non-appealable judgment by a court of competent jurisdiction. The Administrative Agent shall

be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the

Administrative Agent by a Borrower or a Lender.

(c)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into

(i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan

Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in

connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other

terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,

effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the

satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items

expressly required to be delivered to the Administrative Agent or the validity, perfection or priority of any Lien or

security interest created or purported to be created under the Security Documents, or the value or sufficiency of the

Collateral or for any failure of any Obligor or any other party to any Loan Document to perform its obligations

hereunder or thereunder.

SECTION 8.04Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely

upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,

instrument, document or other writing (including any electronic message, internet or intranet website posting or

other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the

proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and

believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In

determining compliance with any condition hereunder to the making of a Loan or issuance of a Letter of Credit that

by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such

condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary

from such Lender prior to the making of such Loan or such issuance. The Administrative Agent may consult with

legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken

or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 8.05Delegation of Duties. The Administrative Agent may perform any and all of its duties

and exercise its rights and powers under any Loan Document by or through any one or more sub-agents appointed

by the Administrative Agent. The Administrative Agent and any such sub-agent and any Issuing Lender may

perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.

The exculpatory provisions of this Article VIII shall apply to any such sub-agent and to the Related Parties of the

Administrative Agent and any such sub-agent and the Issuing Lender, and shall apply to their respective activities in

connection with the syndication of the credit facilities provided for herein as well as activities as Administrative

Agent.

SECTION 8.06Resignation of Administrative Agent. The Administrative Agent may at any time give

notice of its resignation to the Lenders and TCG. Upon receipt of any such notice of resignation, the Majority

Lenders shall have the right, with the consent of TCG (such consent not to be unreasonably withheld or delayed)

unless a Specified Event of Default has occurred and is continuing, to appoint a successor that is not a Disqualified

Institution, which shall be a nationally recognized bank with an office in New York, New York or an Affiliate of any

such bank with an office in New York, New York. If no such successor shall have been so appointed by the

Majority Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent

gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a

successor Administrative Agent meeting the qualifications set forth above (including TCG’s consent and that such

successor not be a Disqualified Institution), provided that if the Administrative Agent shall notify the Borrowers and

the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless

become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from

its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral

security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring

Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative

Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through

the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Majority

Lenders with the consent of TCG appoint a successor Administrative Agent as provided for above in this subsection.

Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed

to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative

Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations under the

Loan Documents (if not already discharged therefrom as provided above in this subsection). The fees payable by

the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless

otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation,

the provisions of this Article VIII and Section 9.04 shall continue in effect for the benefit of such retiring

Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to

be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. At any time

the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Administrative

Agent may be removed as the Administrative Agent hereunder at the request of the Borrowers.

SECTION 8.07Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges

that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their

Related Parties and based on such documents and information as it has deemed appropriate, made its own credit

analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and

without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on

such documents and information as it shall from time to time deem appropriate, continue to make its own decisions

in taking or not taking action under or based upon any Loan Document or any related agreement or any document

furnished hereunder or thereunder.

SECTION 8.08Administrative Agent Indemnification. To the extent required by any applicable Laws,

the Administrative Agent may withhold in respect of any payment to any Lender the amount of any applicable

withholding Tax. Without limiting or expanding the obligation of the Borrowers or any of their Subsidiaries under

Section 3.11, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make

payable in respect thereof within 10 days after demand therefor, all Taxes and all related losses, claims, liabilities

and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by

or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority

as a result of the failure of the Administrative Agent to properly withhold Tax in respect of any amounts paid to or

for the account of such Lender for any reason (including because the appropriate documentation was not delivered

or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in

circumstance that rendered the exemption from, or reduction of, withholding Tax ineffective), whether or not such

Taxes are correctly or legally asserted. A certificate as to the amount of such payment or liability delivered to any

Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the

Administrative Agent to set off and apply all amounts at any time owing to such Lender under this Agreement or

any other Loan Document against any amount due the Administrative Agent under this Section 8.08. The

agreements in this Section 8.08 shall survive the resignation and/or replacement of the Administrative Agent, any

assignment of rights by, or the replacement of, a Lender, the termination of the commitments and the repayment,

satisfaction or discharge of all other Obligations.

SECTION 8.09No Other Duties; Etc. Anything herein to the contrary notwithstanding, the Lead

Arranger and any bookrunner listed on the cover page hereof shall not, in such capacities, have any powers, duties or

responsibilities under any of the Loan Documents.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01Amendments, Etc.

(a)No amendment or waiver of any provision of this Agreement or any other Loan Document, nor

consent to any departure by a Borrower therefrom, shall in any event be effective unless the same shall be in writing

and signed by the Borrowers and the Majority Lenders, and then such waiver or consent shall be effective only in

the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent

shall, unless in writing and signed by each Lender directly and adversely affected thereby, do any of the following:

(i) subject such Lender to any additional obligations including, without limitation, any extension of the expiry date

of any Commitment of such Lender or increase any Commitment of such Lender, (ii) reduce the principal of, or rate

of interest on, any Loan, L/C Reimbursement Obligation or any fees or other amounts payable hereunder, (iii)

postpone any date for payment of principal of, or interest on, any Loan, L/C Reimbursement Obligation or any fees

or other amounts payable hereunder when due (other than fees or other amounts payable for the sole account of an

Issuing Lender), (iv) modify any of the provisions of the Loan Documents relating to pro rata payments or (v) waive

any condition precedent to any Borrowing without the consent of the Majority Tranche Lenders; and provided,

further, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, change the

percentage of any Commitments or of the aggregate unpaid principal amount of the Loans, or the number of

Lenders, which shall be required for the Lenders or any of them to take any action hereunder, (A) amend Section

3.07(a) or (b), this Section 9.01 or Section 6.08 of the Guarantee and Security Agreement or (B) release all or

substantially all of the Collateral or all or substantially all of the value of the Guarantees provided by the Guarantors,

and provided, further, that (x) no amendment, waiver or consent shall, unless in writing and signed by the

Administrative Agent and the Issuing Lenders in addition to the Lenders required above to take such action, affect

the rights or duties of the Administrative Agent or, as the case may be, the Issuing Lenders under any Loan

Document, (y) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any

error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the

Administrative Agent and the Borrowers shall be permitted to amend such provision and such amendment shall

become effective without any further action or consent of any other party to any Loan Document if the same is not

objected to in writing by the Majority Lenders within five Business Days after notice thereof. Notwithstanding

anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,

waiver or consent hereunder, except that no Commitment of such Lender may be increased or extended without the

consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting

Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders) and (z) no

waiver, amendment or modification to this Agreement shall by its terms adversely affect the rights of Lenders

holding Loans or Commitments of a particular Class in respect of payments or Collateral hereunder in a manner

different than such waiver, amendment or modification affects Lenders holding Loans or Commitments of other

Classes without the consent of the Majority Tranche Lenders of the affected Class in addition to the Lenders

required above to take such action.

(b)This Agreement, the other Loan Documents and the other agreements provided for herein

constitute the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof.

SECTION 9.02Notices, the Borrowers as Administrative Borrowers, Etc.

(a)Except as provided in subsections (b) and (c) below, all notices and other communications

provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by

certified or registered mail or sent by facsimile, in each case, as follows:

(i)if to any Borrower or any Guarantor:

c/o TCG Capital Markets L.L.C.

One Vanderbilt Avenue, Suite 3400

New York, NY 10017

Attention: Justin Plouffe and Joshua Lefkowitz

Electronic Mail: Justin.Plouffe@carlyle.com and Joshua.Lefkowitz@carlyle.com

(ii)if to the Administrative Agent:

Mizuho Bank, Ltd.

New York Branch

1271 Avenue of the Americas

New York, NY 10020

Attention: Sean Pattap

Electronic Mail: sean.pattap@mizuhogroup.com

and

Mizuho Bank, Ltd.

New York Branch

1271 Avenue of the Americas

New York, NY 10020

Attention: James Benbrook

Electronic Mail: james.benbrook@mizuhogroup.com

and, with respect to any Notice of Borrowing:

LAU_Agent@mizuhogroup.com

(iii)if to the Issuing Lender:

Mizuho Bank, Ltd.

New York Branch

1271 Avenue of the Americas

New York, NY 10020

Attention: Sean Pattap

Electronic Mail: sean.pattap@mizuhogroup.com

and

Mizuho Bank, Ltd.

New York Branch

1271 Avenue of the Americas

New York, NY 10020

Attention: James Benbrook

Electronic Mail: james.benbrook@mizuhogroup.com

(iv)if to a Lender, to it at its address (or facsimile number, electronic mail address or

telephone number) set forth in its Administrative Questionnaire;

provided that any party may change its address, facsimile number, electronic mail address or telephone number for

notices and other communications hereunder by notice to the other parties. Except as provided in clause (d) below,

notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have

been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if

not given during normal business hours for the recipient, shall be deemed to have been given at the opening of

business on the next Business Day for the recipient), except that notices and communications to the Administrative

Agent pursuant to Article II or Article VII shall not be effective until received by the Administrative Agent. Notices

delivered through electronic communications to the extent provided in clause (b) below, shall be effective as

provided in said clause (b).

(b)Notices and other communications to any Lender hereunder may be delivered or furnished by

electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by

the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II

if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by

electronic communication. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices

and other communications to it hereunder by electronic communications pursuant to procedures approved by it,

provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-

mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient

(such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement),

provided that if such notice or other communication is not sent during the normal business hours of the recipient,

such notice or communication shall be deemed to have been sent at the opening of business on the next Business

Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed

received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause

(i) of notification that such notice or communication is available and identifying the website address therefor.

(c)Each Borrower further agrees that the Administrative Agent may make communications to

Lenders available to the Lenders by posting the communications on Intralinks or a substantially similar electronic

transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE

AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF

THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM

LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND,

EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD

PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT

PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL

THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE

OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY,

THE “AGENT PARTIES”) HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER

PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR

INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES

(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF SUCH OBLIGOR’S OR THE

ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,

EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-

APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM

SUCH AGENT PARTY’S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(d)The Administrative Agent agrees that the receipt of the communications by the Administrative

Agent at its e-mail address set forth above shall constitute effective delivery of the communications to the

Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the

next sentence) specifying that the communications have been posted to the Platform shall constitute effective

delivery of the communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to

provide to the Administrative Agent in writing (including by electronic communication), promptly after the date of

this Agreement, one or more e-mail addresses to which the foregoing notice may be sent by electronic transmission

and (ii) that the foregoing notice may be sent to such e-mail address or addresses.

(e)Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any

notice or other communication pursuant to any Loan Document in any other manner specified in such Loan

Document.

(f)The Borrowers each hereby irrevocably appoint TCG as the administrative borrower with respect

to this Agreement and the other Loan Documents, and all notices, demands and interactions with TCG are hereby

authorized by the other Borrowers, and shall be conclusive and binding on the other Borrowers, who duly and

irrevocably authorize TCG to act on their behalf for all purposes under this Agreement and the other Loan

Documents, and the Administrative Agent and the Lenders may conclusively rely on all notices, directions, and

other interactions with TCG without consulting in any manner with the other Borrowers.

SECTION 9.03No Waiver; Remedies; Setoff.

(a)No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in

exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a

waiver thereof; nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any

other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,

powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and

privileges provided by law.

(b)If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at

any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all

deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other

obligations (in whatever currency) at any time owing by such Lender to or for the credit or the account of any

Borrower against any and all of the obligations of such now or hereafter existing under this Agreement or any other

Loan Document to such Lender irrespective of whether or not such Lender shall have made any demand under this

Agreement or any other Loan Document and although such obligations of such Borrower may be contingent or

unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit

or obligated on such indebtedness. The rights of each Lender under this Section 9.03 are in addition to other rights

and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify TCG and

the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice

shall not affect the validity of such setoff and application.

SECTION 9.04Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Borrowers (on a several and not joint basis) shall pay (i) all reasonable

out-of-pocket expenses incurred by the Administrative Agent, the Lead Arranger and their respective Affiliates (but

limited, in the case of legal fees and expenses, to the reasonable fees, charges and disbursements of one counsel

(together with one local counsel in each relevant jurisdiction) and, after notice to the Borrowers, of more than one

such counsel to the extent the Administrative Agent or any Lender reasonably determines that there is an actual or

potential conflict of interest requiring the employment of separate counsel), in connection with the syndication of the

facility contemplated hereby, the preparation, negotiation, execution, delivery and administration of this Agreement

and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof, (ii)

all out-of-pocket expenses incurred by the Administrative Agent and the Lenders (but limited, in the case of legal

fees and expenses, to the reasonable fees, charges and disbursements of one counsel (together with one local counsel

in each relevant jurisdiction) and, after notice to the Borrowers, of more than one such counsel to the extent the

Administrative Agent or any Lender reasonably determines that there is an actual or potential conflict of interest

requiring the employment of separate counsel) in connection with the enforcement (including all such out-of-pocket

expenses incurred during any workout, restructuring or negotiations in respect thereof) or, during the continuance of

an Event of Default, protection of its rights in connection with this Agreement and the other Loan Documents,

including its rights under this Section 9.04 and (iii) all reasonable and documented out-of-pocket expenses incurred

by the Issuing Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or

any demand for payment thereunder.

(b)Indemnification by the Borrowers. The Borrowers (on a several and not joint basis) hereby

indemnify the Administrative Agent, the Lead Arranger, each Lender and each Related Party of any of the foregoing

Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and

all losses, claims, damages, liabilities and related expenses (but limited, in the case of legal fees and expenses, to the

reasonable fees, charges and disbursements of one counsel for the Indemnitees (together with one local counsel in

each relevant jurisdiction) and, after notice to the Borrowers, of more than one such counsel to the extent any

Indemnitee reasonably determines that there is an actual or potential conflict of interest requiring the employment of

separate counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any

Borrower or any other Obligor arising out of, in connection with, or as a result of (i) the execution or delivery of this

Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the

performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the

transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the

proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of

the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any

Borrower or any other Obligor and regardless of whether any Indemnitee is a party thereto, provided that such

indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or

related expenses (x) are determined by a final and nonappealable judgment of a court of competent jurisdiction to

have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a

claim brought by any Borrower against an Indemnitee for material breach of such Indemnitee’s obligations

hereunder or under any other Loan Document, if such Borrower has obtained a final and nonappealable judgment in

its favor on such claim as determined by a court of competent jurisdiction. Paragraph (b) of this Section 9.04 shall

not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any

non-Tax claim.

(c)Reimbursement by Lenders. To the extent that the Borrowers for any reason fail to indefeasibly

pay any amount required under clause (a) or (b) of this Section 9.04 to be paid by it to the Administrative Agent, the

Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the

Administrative Agent, the Issuing Lender or such Related Party, as the case may be, such Lender’s Total

Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment

is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage,

liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the

Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the

Administrative Agent or the Issuing Lender in connection with such capacity.

(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, each

party hereto agrees that it will not assert, and hereby waives, any claim against any other party hereto, on any theory

of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising

out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated

hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any Letter of

Credit or the use of proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any

damages arising from the use by unintended recipients of any information or other materials distributed to such

unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission

systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or

thereby other than for direct or actual damages resulting from the bad faith, gross negligence or willful misconduct

of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

Notwithstanding the foregoing, nothing in this Section 9.04(d) shall limit the Borrowers’ indemnification obligations

set forth in Section 9.04(b).

(e)Payments. All amounts due under this Section 9.04 shall be payable not later than 15 Business

Days after demand therefor.

SECTION 9.05Binding Effect, Successors and Assigns. This Agreement shall be binding upon and inure

to the benefit of the Borrowers, the Administrative Agent and each Lender and their respective successors and

permitted assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein

without the prior written consent of the Administrative Agent and the Lenders.

SECTION 9.06Assignments and Participations.

(a)Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and

inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no

Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written

consent of the Administrative Agent and each Lender. Nothing in this Agreement, expressed or implied, shall be

construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted

hereby, Participants to the extent provided in clause (d) of this Section 9.06 and, to the extent expressly

contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or

equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees

all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and

the Loans at the time owing to it); provided that:

(i)except in the case of an assignment of the entire remaining amount of the assigning

Lender’s Commitment and the Loans of any Class at the time owing to it or in the case of an assignment to

a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender (in each case, other than

a Disqualified Institution), the aggregate amount of the Commitments (which for this purpose includes

Loans outstanding thereunder) of any Class or, if the applicable Commitment is not then in effect, the

principal outstanding balance of the Loans of such Class of the assigning Lender subject to each such

assignment (determined as of the date the Assignment and Assumption with respect to such assignment is

delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption,

as of the Trade Date) shall not be less than $5,000,000 or an integral multiple of $1,000,000 (or, if the

Commitment is not then in effect and Loans are outstanding in an Alternate Currency, ₤5,000,000 or

€5,000,000 or an integral multiple of ₤1,000,000 or €1,000,000, as applicable) in excess thereof, unless

each of the Administrative Agent and, unless a Specified Event of Default has occurred and is continuing,

the Borrowers otherwise consents (each such consent not to be unreasonably withheld or delayed);

(ii)each partial assignment shall be made as an assignment of a proportionate part of all the

assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the

Commitment of any Class assigned;

(iii)the parties to each assignment shall execute and deliver to the Administrative Agent an

Assignment and Assumption, together with a processing and recordation fee of $3,500 and the Eligible

Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative

Questionnaire;

(iv)no assignment shall be made to a Disqualified Institution without TCG’s prior written

consent (which consent may be withheld in its sole discretion), and upon an inquiry by any Lender to the

Administrative Agent as to whether a specific potential assignee or prospective participant is a Disqualified

Institution, the Administrative Agent shall be permitted to disclose to such inquiring Lender whether such

specific potential assignee or prospective participant is on the list of Disqualified Institutions; provided that

the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain,

inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions

and shall not be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or

prospective Lender or Participant is a Disqualified Institution or have any liability with respect to or arising

out of any assignment or participation to or disclosure of confidential information to, a Disqualified

Institution; and

(v)no assignment shall be made to a natural person.

Subject to notice to TCG and acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of

this Section 9.06, from and after the Assignment Date specified in each Assignment and Assumption (an

“Assignment Date”), the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the

interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this

Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and

Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and

Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall

cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.09, 3.11, 3.12 and 9.04 with

respect to facts and circumstances occurring prior to such Assignment Date. Any assignment or transfer by a Lender

of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes

of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with

clause (d) of this Section 9.06.

Notwithstanding anything herein to the contrary, in no event shall MHCB hold less than 66.6% of the aggregate

Commitments under this Agreement unless the Borrowers separately agree in writing to MHCB holding less than

such amount.

(c)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers,

shall maintain at its address specified in Section 9.02 a copy of each Assignment and Assumption delivered to it and

a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal

amounts (and interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time

(the “Register”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and

the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender

hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available

for inspection by the Borrowers and, solely with respect to itself, any Lender, at any reasonable time and from time

to time upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or

the Administrative Agent, sell participations to any Person (other than a natural person or any Borrower or any of

TCG’s Affiliates or Subsidiaries or any Disqualified Institutions) (each, a “Participant”) in all or a portion of such

Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the

Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii)

such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and

(iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such

Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such

Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver

of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will

not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first

proviso of Section 9.01 that affects such Participant. Subject to clause (e) of this Section, each Borrower agrees that

each Participant shall be entitled to the benefits and obligations of Sections 3.09, 3.11, and 3.12 (subject to the

requirements and limitations of such sections and it being understood that the documentation required under Section

3.11(f) shall be delivered solely to the participating Lender) to the same extent as if it were a Lender and had

acquired its interest by assignment pursuant to clause (b) of this Section 9.06. Each Lender that sells a participation

shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and

address of each Participant and the principal amounts (and interest amounts) of each Participant’s interest in the

Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall

have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of

any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit

or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish

that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of

the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest

error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of

such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(e)Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater

payment under Sections 3.09, 3.11 and 3.12 than the applicable Lender would have been entitled to receive with

respect to the participation sold to such Participant, except to the extent such greater entitlement results from a

Change in Law after the participation occurs.

(f)Certain Pledges. Any Lender, without the consent of any Borrower or the Administrative Agent

may at any time grant security interest in all or any portion of its rights under this Agreement or any Note to secure

obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;

provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

(g)Resignation as Issuing Lender after Assignment. Notwithstanding anything to the contrary

contained herein, (i) if at any time MHCB assigns all of its Commitments and Loans pursuant to Section 9.06(b),

MHCB may, upon 30 days’ notice to the Borrowers and the Lenders, resign as Issuing Lender and (ii) if at any time

MHCB resigns as Administrative Agent pursuant to Section 8.06, it shall be deemed to automatically resign as

Issuing Lender. In the event of any such resignation as Issuing Lender, the Borrowers shall be entitled to appoint,

from among the Lenders, a successor Issuing Lender hereunder; provided, however, that no failure by the Borrowers

to appoint any such successor shall affect the resignation of MHCB as Issuing Lender. If MHCB resigns as Issuing

Lender, it shall retain all the rights, powers, privileges and duties of the Issuing Lender hereunder with respect to all

Letters of Credit outstanding as of the effective date of its resignation as Issuing Lender and all L/C Exposure with

respect thereto. Upon the appointment of a successor Issuing Lender, (a) such successor shall succeed to and

become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, and (b) the

successor Issuing Lender shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at

the time of such succession or make other arrangements satisfactory to MHCB to effectively assume the obligations

of MHCB with respect to such Letters of Credit.

(h)Disqualified Institutions. Notwithstanding anything to the contrary herein, if any Loans are

assigned or any participations are purchased or otherwise acquired, without TCG’s consent (in violation of Section

9.06(b) or (d)), to any Disqualified Institution, then: (i) the Borrowers may, at their sole expense and effort, upon

notice to the applicable Disqualified Institution and the Administrative Agent, (x) terminate any commitment of such

Disqualified Institution and repay any applicable outstanding Loans, plus accrued interest, accrued fees and all other

amounts (other than principal amounts) payable to it hereunder, but, notwithstanding anything to the contrary,

without premium, penalty, prepayment fee, breakage or accrued interest, and/or (y) require such Disqualified

Institution to assign its rights and obligations to one or more Eligible Assignees at the price paid by it, plus accrued

fees and all other amounts (other than principal amounts) payable to it hereunder, but, notwithstanding anything to

the contrary, without premium, penalty, prepayment fee, accrued interest or breakage (which assignment shall not be

subject to the processing and recordation fee described in Section 9.06(b)(iii)), (ii) no such Disqualified Institution

shall (x) receive any information or reporting provided by the Borrowers, the Administrative Agent or any other

Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent or (z) access any

electronic site established for the Lenders or confidential communications from counsel to or financial advisors of

the Administrative Agent or the Lenders, (iii) for purposes of voting, any Loans, Commitments or participations

held by such Disqualified Institution shall be deemed not to be outstanding and such Disqualified Institution shall

have no voting or consent rights with respect to “Majority Lender” or consents, in each case notwithstanding Section

9.01, (iv) for purposes of any matter requiring the vote or consent of each Lender affected by any amendment or

waiver, such Disqualified Institution shall be deemed to have voted or consented to approve such amendment or

waiver if a majority of the affected Lenders so approves and (v) such Disqualified Institution shall not be entitled to

any expense reimbursement or indemnification rights ordinarily afforded to Lenders or Participants hereunder or in

any Loan Document and such Disqualified Institution shall be treated in all other respects as a Defaulting Lender.

SECTION 9.07GOVERNING LAW; JURISDICTION; ETC.

(A)GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(B)SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND

UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE

JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK

COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF

NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR

PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN

DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH

BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT

OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW

YORK STATE COURT OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH

FEDERAL COURT. EACH BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH

ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER

JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY

RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO

BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN

DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY

JURISDICTION.

(C)WAIVER OF VENUE. EACH BORROWER IRREVOCABLY WAIVES, TO THE

FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR

HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING

OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY

COURT REFERRED TO IN CLAUSE (B) ABOVE. EACH BORROWER IRREVOCABLY WAIVES, TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN

INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY

SUCH COURT

(D)SERVICE OF PROCESS. EACH BORROWER AGREES THAT SERVICE OF PROCESS

IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY

REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL),

POSTAGE PREPAID, AT ITS ADDRESS SET FORTH IN SECTION 9.02, OR AT SUCH OTHER

ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED IN

WRITING BY TCG.

SECTION 9.08Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable

in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or

unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and

the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other

jurisdiction.

SECTION 9.09Counterparts; Effectiveness; Execution.

(a)Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different

parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken

together shall constitute a single contract. This Agreement shall become effective when it shall have been executed

by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when

taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a

signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually

executed counterpart of this Agreement.

(b)Electronic Execution of Loan Documents or any Assignments. The words “execution,” “signed,”

“signature,” and words of like import in this Agreement or any other Loan Documents or any Assignment and

Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of

which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a

paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,

including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic

Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.10Survival. The provisions of Sections 3.09, 3.11 and 3.12 and Article VIII and Section

9.04 shall survive and remain in full force and effect regardless of the consummation of the transactions

contemplated hereby, the repayment of the Loans and the Commitments or the termination of this Agreement or any

provision hereof.

SECTION 9.11Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A

TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR

RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER

THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR

ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION 9.12Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the

confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates

and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other

representatives (it being understood that the Persons to whom such disclosure is made will be informed of the

confidential nature of such Information and will be subject to customary confidentiality obligations of professional

practice or will agree (which agreement may be oral or pursuant to company policy) to be bound by the terms of this

Section 9.12 (or language substantially similar to this Section 9.12)), (b) to the extent requested by any regulatory

authority purporting to have jurisdiction over it (including any Self-Regulatory Organization), (c) to the extent

required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto,

(e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any action

or proceeding relating to the Agreement or any other Loan Document or the enforcement of rights hereunder or

thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to

(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations

under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative

transaction relating to any Borrower and its obligations, (g) with the consent of TCG or (h) to the extent such

Information (x) becomes publicly available other than as a result of a breach of this Section 9.12 or (y) becomes

available to the Administrative Agent, any Lender or any of their respective Affiliates on a non-confidential basis

from a source other than TCG or its Subsidiary.

For purposes of this Section 9.12, “Information” means all information received from any Borrower or any

of its Subsidiaries relating to any Borrower or any of its Subsidiaries or any of their respective businesses, other than

any such information that is available to the Administrative Agent or any Lender on a non-confidential basis. Any

Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have

complied with its obligation to do so if such Person has exercised the same degree of care to maintain the

confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 9.13No Fiduciary Relationship. In connection with all aspects of each transaction

contemplated hereby, each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:

(a) the credit facility provided for hereunder and any related arranging or other services in connection therewith

(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document)

are an arm’s length commercial transaction between the Borrowers and their Affiliates, on the one hand, and the

Administrative Agent and the Lead Arranger, on the other hand, and each Borrower is capable of evaluating and

understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby

and by the other Loan Documents (including any amendment, waiver or other modification thereof); (b) in

connection with the process leading to such transaction, each of the Administrative Agent and the Lead Arranger,

has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any Borrower or any of

its Affiliates, equity holders, creditors or employees or any other Person; (c) neither the Administrative Agent nor

the Lead Arranger has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any

Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with

respect to any amendment waiver or other modification hereof or of any other Loan Document (irrespective of

whether the Administrative Agent or the Lead Arranger has advised or is currently advising any Borrower or any of

its Affiliates on other matters) and neither the Administrative Agent nor the Lead Arranger has any obligation to any

Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations

expressly set forth herein and in the other Loan Documents; (d) the Administrative Agent and the Lead Arranger and

their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from

those of the Borrowers and their Affiliates, and neither the Administrative Agent nor the Lead Arranger has any

obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the

Administrative Agent and the Lead Arranger have not provided and will not provide any legal, accounting,

regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment,

waiver or other modification hereof or of any other Loan Document) and the Borrowers have consulted their own

legal, accounting, regulator and tax advisors to the extent it has deemed appropriate. Each Borrower hereby waives

and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent and

the Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty.

SECTION 9.14Headings. Article and Section headings and the Table of Contents used herein are for

convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken

into consideration in interpreting, this Agreement.

SECTION 9.15USA PATRIOT Act. Each Lender hereby notifies each Borrower and each Guarantor

that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October

26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies such Borrower

and such Guarantor, which information includes the name and address of the Borrowers and other information that

will allow such Lender to identify such Borrower in accordance with the Patriot Act.

SECTION 9.16Judgment Currency. This is an international loan transaction in which the specification

of Dollars or an Alternate Currency, as the case may be (the “Specified Currency”), and any payment in New York

City or the country of the Specified Currency, as the case may be (the “Specified Place”), is of the essence, and the

Specified Currency shall be the currency of account in all events relating to amounts denominated in such Specified

Currency. The payment obligations of the Borrowers under this Agreement and the other Loan Documents shall not

be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or

otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified

Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place

due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder

in the Specified Currency into another currency (the “Second Currency”), the rate of exchange which shall be

applied shall be that at which in accordance with normal banking procedures the Administrative Agent could

purchase the Specified Currency with the Second Currency on the Business Day next preceding that on which such

judgment is rendered. The obligation of the Borrowers in respect of any such sum due from it to the Administrative

Agent or any Lender hereunder shall, notwithstanding the rate of exchange actually applied in rendering such

judgment, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent

or such Lender, as the case may be, of any sum adjudged to be due hereunder or under the Notes in the Second

Currency to the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking

procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second

Currency so adjudged to be due; and each Borrower (on a several and not joint basis) hereby, as a separate

obligation and notwithstanding any such judgment, agrees to indemnify the Administrative Agent or such Lender, as

the case may be, against, and to pay the Administrative Agent or such Lender, as the case may be, on demand in the

Specified Currency, any difference between the sum originally due from such Borrower to the Administrative Agent

or such Lender, as the case may be, in the Specified Currency and the amount of the Specified Currency so

purchased and transferred.

SECTION 9.17European Monetary Union.

(a)Definitions. In this Section 9.17 and in each other provision of this Agreement to which reference

is made in this Section 9.17 (whether expressly or impliedly), the following terms have the following respective

meanings:

“EMU” shall mean economic and monetary union as contemplated in the Treaty on European

Union.

“EMU Legislation” shall mean legislative measures of the European Council for the introduction

of, changeover to or operation of a single or unified European currency, being in part the implementation of

the third stage of EMU.

“Euro” shall mean the single currency of Participating Member States of the European Union,

which shall be a Currency under this Agreement.

“Euro Unit” shall mean a currency unit of the Euro.

“National Currency Unit” shall mean a unit of any Currency (other than a Euro Unit) of a

Participating Member State.

“Participating Member State” shall mean each state so described in any EMU Legislation.

“Target Operating Day” shall mean any day that is not (a) a Saturday or Sunday, (b) Christmas

Day or New Year’s Day or (c) any other day on which the Trans-European Real-time Gross Settlement

Express Transfer system (or any successor settlement system) is not operating (as determined by the

Administrative Agent).

“Treaty on European Union” shall mean the Treaty of Rome of March 25, 1957, as amended by

the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7,

1992, and came into force on November 1, 1993), as amended from time to time.

(b)Alternative Currencies. If and to the extent that any EMU Legislation provides that an amount

denominated either in the Euro or in the National Currency Unit of a Participating Member State and payable within

the Participating Member State by crediting an account of the creditor can be paid by the debtor either in the Euro

Unit or in that National Currency Unit, any party to this Agreement shall be entitled to pay such amount either in the

Euro Unit or in such National Currency Unit.

(c)Payments by the Administrative Agent Generally. With respect to the payment of any amount

denominated in the Euro or in a National Currency Unit, the Administrative Agent shall not be liable to any

Borrower or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the

crediting to any account of any amount required by this Agreement to be paid by the Administrative Agent if the

Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the

payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case

may be, in a National Currency Unit) to the account of any Borrower or any Lender, as the case may be, in the

Principal Financial Center in the Participating Member State which such Borrower or, as the case may be, such

Lender shall have specified for such purpose. In this paragraph (c), “all relevant steps” shall mean all such steps as

may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement

system as the Administrative Agent may from time to time reasonably determine for the purpose of clearing or

settling payments of the Euro.

(d)[Reserved]

(e)Rounding. Without prejudice and in addition to any method of conversion or rounding prescribed

by the EMU Legislation, each reference in this Agreement to a minimum amount (or a multiple thereof) in a

National Currency Unit to be paid to or by the Administrative Agent shall be replaced by a reference to such

reasonably comparable and convenient amount (or a multiple thereof) in the Euro Unit as the Administrative Agent

may from time to time specify.

(f)Other Consequential Changes. Without prejudice to the respective liabilities of the Borrowers to

the Lenders and the Lenders to the Borrowers under or pursuant to this Agreement, except as expressly provided in

this Section 9.17, each provision of this Agreement shall be subject to such reasonable changes of construction as

the Administrative Agent may from time to time specify to be necessary or appropriate to reflect the introduction of

or changeover to the Euro in Participating Member States.

SECTION 9.18Acknowledgement Regarding Any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, of Hedging

Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such

QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the

Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall

Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.

Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions

below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be

governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes

subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit

of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit

Support, and any rights in property securing such Supported QFC) from such Covered Party will be effective to the

same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and

such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the

United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party

becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan

Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised

against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be

exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed

by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood

and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the

rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)As used in this Section 9.18, the following terms shall have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and

interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 252.82(b);

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with,

12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in

accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

(b)“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be

interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[Signature Pages Intentionally Omitted]

Annex A-1

ANNEX A

CONCENTRATION PERCENTAGES

The aggregate amount of Category I Borrowings at any time outstanding (including any Category I Borrowing made

on the date of determination), shall not exceed (i) 40% of the Aggregate Facility Amount and (ii) in the case of all

such Category I Borrowings made by TCG SF that are then outstanding, $10,000,000; provided that notwithstanding

anything to the contrary in this clause (ii) TCG SF may borrow Category I Borrowings up to the full amount in

clause (i) if such borrowings are used to make a Subordinated FINRA Loan and TCG SF may borrow an amount in

excess of the clause (i) limit to make a Subordinated FINRA Loan if agreed to in writing (including e-mail) by the

Administrative Agent and TCG SF (it being understood that the Administrative Agent may reject any request to

borrow in excess of the clause (i) limit in its sole and absolute discretion and is under no obligation to agree to any

such borrowing).

All Financing Transaction Borrowings shall be subject to the following concentration percentages, measured on an

aggregate basis of all outstanding Financing Transaction Borrowings as of the date of determination (including any

Borrowing made on such date of determination), based on the underlying corporate family ratings (or estimates of

such ratings provided by the applicable credit rating agency) of the issuer or borrower in the related Financing

Transaction:

Moody’s / S&P Rating<br><br>(on stable outlook or better)	Percentage of<br><br>Aggregate Facility Amount
Baa3 / BBB-	100%
Ba1 / BB+	100%
Ba2 / BB	100%
Ba3 / BB-	100%
B1 / B+	100%
B2 / B	100%
B3 / B-	85%
Caa1 / CCC+	65%
Unrated	25%
Caa2 / CCC or lower	0%

; provided that in the case of Financing Transactions where the issuer or borrower is “Unrated” and the ratio of total

debt to EBITDA of such borrower or issuer on a pro forma basis after giving effect to each such Financing

Transaction is equal to or less than 5.00 to 1.00 (the calculation of such ratio to be based upon the pro forma or

historical financial statements furnished to the applicable Borrower or its applicable Subsidiary in connection with

such Financing Transaction, and, as applicable, used to determine the applicable ratios in the definitive

documentation for such Financing Transaction) then the aggregate concentration percentage on such Financing

Transaction Borrowings shall be 75%.

In addition, in any transaction where the underwriting obligation or financing commitment of any Borrower or any

of its Subsidiaries for any single Financing Transaction represents more than 50% of the total amount of such

Financing Transaction, any associated Financing Transaction Borrowing shall be subject to the following additional

concentration percentages, based on the underlying corporate family ratings of the issuer or borrower in the related

Financing Transaction:

Annex A-2

Moody’s / S&P Rating<br><br>(on stable outlook or better)	Percentage of<br><br>Aggregate Facility Amount
Baa3 / BBB-	100%
Ba1 / BB+	100%
Ba2 / BB	100%
Ba3 / BB-	100%
B1 / B+	100%
B2 / B	50%
B3 / B-	33%
Caa1 / CCC+	25%
Unrated	25%
Caa2 / CCC or lower	0%

; provided that in the case of any Financing Transaction where the issuer or borrower is “Unrated” and the ratio of

total debt to EBITDA of such borrower or issuer on a pro forma basis after giving effect to each such Financing

Transaction is equal to or less than 5.00 to 1.00 then the single transaction concentration percentage on any such

Financing Transaction Borrowing shall be 75%.

Notwithstanding anything in this Annex A to the contrary, the aggregate amount of outstanding Financing

Transaction Borrowings made to finance Financing Transactions in which the underlying issue or facility rating is

CCC or lower by S&P, or Caa2 or lower by Moody’s, shall not exceed 50% of the Aggregate Facility Amount at

any time.

Notwithstanding anything in the Agreement to the contrary, Category V Borrowings shall not be subject to any

concentration percentage, provided that a Category V Borrowing shall not be permitted to remain outstanding for

more than 45 days after such Category V Borrowing is initially made, any amount of such Category V Borrowing

that remains outstanding shall be converted to, and deemed to be outstanding under, the Borrowing Category that

would have otherwise applied based upon the type of transaction being financed.

All ratings determinations made for purposes of this Annex A shall be made as of the date of the relevant Financing

Transaction Borrowing. In the event of a split rating, as applicable, the lower of the two ratings shall apply;

provided that in the event of a ratings split of two or more levels, the rating shall be deemed to be one level below

the higher of the two ratings; provided, further, that in the event either of the ratings is not on stable outlook or

better, the rating shall be deemed to be one level above the lower of the two ratings.

CG 2025.09.30 EXHIBIT 22 Exhibit 22

Subsidiary guarantors and issuers of guaranteed securities and affiliates whose securities collateralize

securities of the registrant

The following securities (collectively, the “Notes”) issued by the corresponding issuer listed below, each a

wholly-owned subsidiary of The Carlyle Group Inc. (the “Company”) with the exception of the Company, were

outstanding as of September 30, 2025:

Notes Issued Under	Issuer	Jurisdiction of Formation,<br><br>Organization, or<br><br>Incorporation
3.500% Senior Notes due 2029	Carlyle Finance Subsidiary L.L.C.	Delaware
5.050% Senior Notes due 2035	The Carlyle Group Inc.	Delaware
5.625% Senior Notes due 2043	Carlyle Holdings II Finance L.L.C.	Delaware
5.65% Senior Notes due 2048	Carlyle Finance L.L.C.	Delaware
4.625% Subordinated Notes due 2061	Carlyle Finance L.L.C.	Delaware

As of September 30, 2025, the guarantors under the Notes consisted of the Company, as a guarantor that

provides an unsecured guarantee of the Notes, and its wholly-owned subsidiaries listed in the below table. The

guarantees are joint and several, and full and unconditional.

Guarantor	Jurisdiction of Formation, Organization, or<br><br>Incorporation
Carlyle Holdings I L.P.	Delaware
Carlyle Holdings II L.P.*	Quebec
Carlyle Holdings III L.P.	Quebec
CG Subsidiary Holdings L.L.C.	Delaware
Carlyle Holdings II L.L.C.	Delaware

* Carlyle Holdings II L.P. is not a guarantor of the 4.625% Subordinated Notes due 2061 or the 5.050% Senior

Notes due 2035

CG 2025.09.30 EXHIBIT 31.1 Exhibit 31.1

I, Harvey M. Schwartz, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 of The Carlyle

Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements were

made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial

reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period

in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report

our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period

covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual

report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control

over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of

directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,

summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role

in the registrant’s internal control over financial reporting.

Date: November 7, 2025
/s/ Harvey M. Schwartz
Harvey M. Schwartz
Chief Executive Officer
The Carlyle Group Inc.
(Principal Executive Officer)

CG 2025.09.30 EXHIBIT 31.2 Exhibit 31.2

I, John C. Redett, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 of The Carlyle

Group Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements were

made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of,

and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial

reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be

designed under our supervision, to ensure that material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period

in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report

our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period

covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual

report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control

over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of

directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,

summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role

in the registrant’s internal control over financial reporting.

Date: November 7, 2025
/s/ John C. Redett
John C. Redett
Chief Financial Officer
The Carlyle Group Inc.
(Principal Financial Officer)

CG 2025.09.30 EXHIBIT 32.1 Exhibit 32.1

Certification of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of The Carlyle Group Inc. (the “Company”) on Form 10-Q for the quarter ended

September 30, 2025 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Harvey M.

Schwartz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the

Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of

operations of the Company.

/s/ Harvey M. Schwartz
Harvey M. Schwartz
Chief Executive Officer
The Carlyle Group Inc.

Date: November 7, 2025

*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of<br><br>the Report or as a separate disclosure document.

CG 2025.09.30 EXHIBIT 32.2 Exhibit 32.2

Certification of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of The Carlyle Group Inc. (the “Company”) on Form 10-Q for the quarter ended

September 30, 2025 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John C. Redett,

Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-

Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of

operations of the Company.

/s/ John C. Redett
John C. Redett
Chief Financial Officer
The Carlyle Group Inc.

Date: November 7, 2025

*	The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of<br><br>the Report or as a separate disclosure document.