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Equity-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

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

30,091,970 shares of the Company’s common stock remain available for grant as of December 31, 2024.

The Company recorded equity-based compensation expense, net of forfeitures of $467.9 million, $249.1 million and

$154.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. Equity-based compensation expense

generates deferred tax assets, which are realized when the units vest. The Company recorded corresponding deferred tax

benefits the years ended December 31, 2024, 2023 and 2022 of $88.1 million, $41.1 million and $28.7 million, respectively. A

portion of the accumulated deferred tax asset associated with equity-based compensation expense was reclassified as a current

tax benefit due to units vesting during the years ended December 31, 2024, 2023 and 2022. The net impact of the addition/

(reduction) in deferred tax assets due to the equity-based compensation expense recorded during the period less the tax

deduction for units that vested was $39.7 million, $12.7 million and $(3.2) million for the years ended December 31, 2024,

2023 and 2022, respectively. As of December 31, 2024, the total unrecognized equity-based compensation expense related to

unvested deferred restricted stock units was $496.0 million, which is expected to be recognized over a weighted-average term

of 1.9 years.

Equity-based awards issued to non-employees, including non-employee directors and consultants, are recognized as

general, administrative and other expenses. The grant-date fair value of deferred restricted stock units granted to non-employees

is charged to expense on a straight-line basis over the vesting period. Equity-based awards that require the satisfaction of future

service criteria are recognized over the relevant service period. The expense for equity-based awards issued to non-employees

was $11.6 million, $6.5 million and $5.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Restricted Stock Units

The Company grants deferred restricted stock units that are unvested when granted and vest ratably over a service

period, which generally ranges from one year to four years. The grant-date fair value of the deferred restricted stock units

granted to Carlyle’s employees is charged to equity-based compensation expense on a straight-line basis over the required

service period.

During 2021, the Company granted 7.1 million shares long-term, strategic restricted stock units to certain senior

professionals, the majority of which are eligible to vest based on the achievement of annual performance targets over four years

across a number of the Company’s employees. Compensation cost is recognized over the requisite service period if it is

probable that the performance condition will be satisfied. The final tranche of these strategic awards vested in February 2025.

During 2023, the Company granted 6.8 million shares related to equity inducement awards granted in connection with

the appointment of the Company’s Chief Executive Officer, which included 2.1 million time-based restricted stock units which

are eligible to vest ratably in four equal installments. The first and second installments of the time-based award vested in

December 2023 and 2024, respectively.

Performance-Vesting Restricted Stock Units

The Company has also granted awards which are subject to both a service-based vesting condition and a market price

based vesting condition for certain awards. Compensation cost for the awards containing market conditions, including stock

price performance 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.

The equity inducement awards granted in connection with the appointment of the Company’s Chief Executive Officer

in 2023 included 4.7 million performance-based restricted stock units which contain stock price performance conditions.

During the years ended December 31, 2024 and 2023, the Company recognized $30.0 million and $49.5 million, respectively,

in equity-based compensation expense related to these performance-based restricted stock units.

During 2024, the Company granted 13.2 million restricted stock units to certain senior Carlyle professionals that are

eligible to vest in three tranches based on the achievement of stock price performance over service periods of one, two, or three

years. Equity-based compensation expense for each tranche is recognized on a straight-line basis over its respective service

period. These awards had a grant date fair value of approximately $347 million, which was derived using the Monte Carlo

Simulation model. The significant assumptions used to estimate the grant date fair value of these awards included a risk-free

rate of 4.15% and a concluded equity volatility of 40%. The Company recognized $201.6 million in equity-based compensation

expense related to these awards during the year ended December 31, 2024.

Common Shares

In connection with its strategic investment in NGP, the Company agreed to grant common shares on an annual basis

with a value not to exceed $10.0 million based on a prescribed formula, which will vest over a 42-month period. Because the

Company accounts for its investment in NGP under the equity method of accounting, the fair value of the shares is recognized

as a reduction to principal investment income. During the years ended December 31, 2024, 2023 and 2022, the Company

recognized $8.9 million, $8.8 million and $8.4 million, respectively, as a reduction to principal investment income related to

these shares.

A summary of the status of the Company’s non-vested equity-based awards as of December 31, 2024 and a summary

of changes from December 31, 2021 through December 31, 2024, are presented below:


Unvested Shares	Performance- Vesting Restricted Stock Units	Weighted- Average Grant Date Fair Value	Restricted Stock Units	Weighted- Average Grant Date Fair Value	Unvested Common Shares	Weighted- Average Grant Date Fair Value
Balance, December 31, 2021	—	$—	14,775,651	$30.70	635,430	$29.27
Granted	—	$—	4,216,827	$40.35	188,223	$49.06
Vested	—	$—	5,805,437	$28.15	370,773	$26.54
Forfeited	—	$—	2,321,793	$30.84	—	$—
Balance, December 31, 2022	—	$—	10,865,248	$35.78	452,880	$39.73
Granted(1)	4,941,317	$23.19	13,332,230	$32.36	258,579	$39.73
Vested	—	$—	5,280,029	$31.86	252,530	$34.85
Forfeited	—	$—	1,685,119	$32.24	—	$37.91
Balance, December 31, 2023	4,941,317	$23.19	17,232,330	$34.68	458,929	$37.87
Granted(1)	13,286,934	$26.55	5,659,849	$40.92	247,293	$40.08
Vested(2)	995,848	$29.86	6,932,134	$33.39	247,316	$34.52
Forfeited	292,253	$24.55	1,993,557	$33.86	—	$—
Balance, December 31, 2024	16,940,150	$25.41	13,966,488	$37.97	458,906	$39.35

(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 3,332,881 shares that were retired in connection with the net share settlement of equity-based awards. The Company paid $159.0 million of

taxes related to the net share settlement of equity-based awards during the year ended December 31, 2024, which is included within Financing activities

in the consolidated statements of cash flows.