Carlyle Mozart Coinvestment Holdings, L.P. 4

What Happened

• Two Carlyle-affiliated entities — Carlyle Mozart Coinvestment Holdings, L.P. and CP Circle Holdings, L.P. — (each a reported 10% owner) reported dispositions on Jan 16, 2026. Each entity recorded transfers of the following securities: 17,636,833 shares, 9,454 shares, and two entries of 55,557,381 shares (one of those entries reported as a derivative). Each entity’s reported disposals total ~128,761,049 shares; combined transfers equal ~257,522,098 shares.
• No price is reported (N/A). Footnotes state these were transfers to affiliated entities for no consideration and that the transferees are subject to lock‑up restrictions. These were not open‑market sales.

Key Details

• Transaction date: 2026-01-16; Form 4 filed: 2026-01-21 (appears filed one business day late).
• Price: N/A (transfers for no consideration per footnotes).
• Shares transferred per entity: ~128,761,049 shares (see breakdown above); combined transfers ~257,522,098 shares.
• Shares owned after transaction: refer to footnotes F2 and F5 (the filing indicates post‑transfer holdings but the precise residual totals are noted in those footnotes).
• Notable footnotes:
  • F1/F4: Transfers were to affiliated entities for no consideration and those transferees are bound by a lock‑up agreement.
  • F3: Complex Carlyle ownership chain — The Carlyle Group Inc. is ultimate public owner of the controlling entities for these reporting persons.
  • F6/F7: Some transferred interests involve Common Units and associated Class B shares (Class B have one vote each and no economic value); Common Units are exchangeable into Class A shares one‑for‑one under an exchange agreement.
• Remarks: The reporting persons said future Section 16 filings will be joint with numerous Carlyle-related entities (listed in the filing).

Context

• These filings reflect institutional reorganization/transfers among affiliated Carlyle entities rather than purchases or open‑market sales by company insiders. Such transfers for no consideration (with lock‑ups) often reflect internal structuring, not a market sale indicating sentiment.
• The derivative line likely reflects transfers related to Common Units/Class B shares or equivalent derivative interests (see F6/F7)—not an option exercise or cash sale.