Nedelman Jeffrey 4

4 · Carlyle Group Inc. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

Carlyle (CG) Co‑President Jeffrey Nedelman Receives RSU Awards

What Happened

Jeffrey Nedelman, Co‑President of Carlyle Group Inc. (CG), was granted restricted stock unit (RSU) awards totaling 230,268 RSUs on 2026-02-01 and had 6,092 shares withheld to cover taxes at $58.78 per share (withheld value ≈ $358,088). The RSUs are awards (code A); the withholding is reported as code F.
The grants are not purchases — they are compensation awards. The 6,092-share disposition reflects tax withholding by the issuer; the reporting person did not sell shares on the open market.

Key Details

Transaction date: 2026-02-01; Filing date: 2026-02-03 (timely).
Reported transactions:
- 217,303 RSUs granted (value reported as $0) — footnote F2.
- 12,965 RSUs granted (value reported as $0) — footnote F3.
- 6,092 shares withheld for taxes at $58.78/share (reported disposition; value ≈ $358,088) — footnote F1.
Vesting schedules:
- The 217,303 RSUs vest 40% on Aug 1, 2027; 30% on Aug 1, 2028; 30% on Aug 1, 2029 (F2).
- The 12,965 RSUs vest 1/3 on each of Feb 1, 2027; Feb 1, 2028; Feb 1, 2029 (F3).
Shares owned after the transaction: not disclosed in this filing.
Footnote F1 clarifies the withheld shares were surrendered to cover taxes from vesting — no open‑market sale by Nedelman.

Context

RSU grants are compensation and typically subject to service-based vesting; they do not necessarily indicate a buy/sell signal. The tax withholding here is routine following vesting and should not be read as a deliberate sale by the insider.
These are not option exercises nor gifts, and the awards vest over multiple years contingent on continued service.

Form 4

Period: 2026-02-01

Co-President

Transactions

Tax Payment
Common Stock
[F1]
2026-02-01$58.78/sh−6,092$358,088→ 1,493,789 total
Award
Common Stock
[F2]
2026-02-01+217,303→ 1,711,092 total
Award
Common Stock
[F3]
2026-02-01+12,965→ 1,724,057 total

Footnotes (3)

[F1]Represents shares of common stock that have been withheld by the Issuer in connection with the payment of taxes resulting from the vesting of previously reported restricted stock unit awards (including previously reported dividend equivalent units accrued thereon). No shares of common stock were sold by the reporting person.
[F2]These securities are restricted stock unit awards and will vest 40% on August 1, 2027, an additional 30% on August 1, 2028 and the remaining 30% on August 1, 2029, subject to the reporting person's continued service at the Issuer on the applicable vesting date.
[F3]These securities are restricted stock unit awards and will vest 1/3 on each of February 1, 2027, February 1, 2028 and February 1, 2029, subject to the reporting person's continued service at the Issuer on the applicable vesting date.

Signature

/s/ Anne K. Frederick by Power of Attorney for Jeffrey Nedelman|2026-02-03

1 file