Equity-Based Compensation

9 Months Ended

Sep. 30, 2025

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.

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- 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, 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.