TC Group, LLC 4

What Happened
The Carlyle Group and multiple Carlyle-affiliated entities (each reported as 10% owners) reported disposals/transfers on January 16, 2026. The Form 4 entries show large internal transfers/dispositions including a reported block of 111,994,953 shares and transfers involving 55,557,381 shares/units (one line is reported as a derivative/units). No per-share price or cash consideration was reported for these entries (price = N/A); footnote F1 states these were transfers to affiliated entities for no consideration and are subject to lock-up restrictions.

Key Details

• Transaction date: 2026-01-16; Form 4 filed 2026-01-21 (filed within the required two business days).
• Reported disposed/transferred items (per the Form 4 lines): 111,994,953 shares and 55,557,381 shares/units (one line reported as derivative). Price: N/A.
• Post-transaction holdings: see footnotes F5–F6 for per-entity balances (examples include Carlyle Mozart Coinvestment Holdings, L.P. and several CP/ML holdcos holding millions of Class A shares and large Common Unit positions).
• Notable footnotes: F1 confirms transfers were to affiliated entities for no consideration and subject to a lock-up; F2 notes some securities were acquired by affiliates in Rule 16a-13 exempt transactions; F3–F4 explain the complex Carlyle ownership/control chain; F7–F8 explain Common Units/Class B shares mechanics (Class B shares carry voting rights but no economic value; Common Units are exchangeable 1:1 for Class A shares).
• Filing timeliness: The filing appears timely (filed Jan 21 for Jan 16 transactions, with Jan 19 being a federal holiday).

Context
This filing reflects an institutional reorganization/transfer among Carlyle-affiliated entities rather than open-market sales to outside investors. For retail investors: such 10% owner filings usually document internal transfers and structural changes (not personal executive selling). The Common Units and associated Class B shares reported are exchangeable into Class A shares under an exchange agreement, and Class B shares reported carry voting but no economic value (see F7–F8).