Item 3.02. Unregistered Sales of Equity Securities.
On June 1, 2026, Carlyle Private Equity Partners Fund, L.P. (the “Fund”) sold unregistered limited partnership units (the
“Units”) to certain investors for aggregate consideration of approximately $16.4 million.
The following table provides details on the Units sold to investors by the Fund:
| | | | |
| | Number of Units Sold(1,2) | | Aggregate Consideration(2) |
| | | | |
| | | | |
| | | | |
__________
(1)The number of Units sold by the Fund was finalized on June 23, 2026, following the calculation of the Fund’s Transactional Net Asset Value
(“Transactional NAV”) as of May 31, 2026 per Unit for each class of the Fund. The purchase price for each Unit sold by the Fund on June 1, 2026, was
equal to the Transactional NAV per Unit for the applicable class as of May 31, 2026. Refer to Item 8.01 below for information on the Fund’s
Transactional NAV.
(2)Unit and dollar amounts are rounded to the nearest whole number.
(3)Represents Class C Units purchased by an affiliate of the Fund’s general partner, CPEP GP, LLC (the “General Partner”).
The offer and sale of the Units were made as part of the Fund’s continuous private offering and were exempt from the
registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D
promulgated thereunder. The Units were sold to investors, including through CPEP Feeder, L.P. (the “Feeder”), a Delaware
limited partnership for certain investors with particular tax characteristics, such as certain U.S. tax-exempt investors and certain
non-U.S. investors.
Item 8.01. Other Events.
Transactional Net Asset Value
The Fund calculates the Transactional NAV for purposes of establishing the price at which transactions in the respective Units
are made. A description of the Fund’s valuation process is included under “Part II, Item 5. Market for Registrant’s Common
Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities—Calculation of Transactional Net Asset Value
Commission on March 30, 2026 (the “Form 10-K”). Transactional NAV is based on the month-end values of the Fund’s
investments and other assets (including cash and cash equivalents) and the deduction of any respective liabilities, including
certain fees and expenses (such as the Incentive Allocation and Management Fee, as applicable to the respective class), in all
cases as determined in accordance with the valuation policies and procedures adopted by the Fund. During the first twelve
months following the Initial Closing on October 1, 2025, the Investment Advisor is limiting the Fund’s Specified Expenses to
0.60% of net assets (annualized). To achieve this, the Investment Advisor may waive a portion of its management fees and/or
absorb or reimburse certain Fund expenses as needed. For purposes of calculating Transactional NAV, the Expense Support
paid by the Investment Advisor will be reflected as a reduction to Transactional NAV in the month the Fund reimburses the
Investment Advisor for such costs, provided that any reimbursement during the 12-month Expense Support period does not
cause Specified Expenses to exceed the 0.60% limit; after that period, the limit no longer applies. Servicing Fees, as applicable,
are recognized as a reduction to Transactional NAV on a monthly basis as such fees are paid. Definitions of Specified Expenses
and Expense Support are included within “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Key Components of Our Results of Operations—Expenses” of the Form 10-K. Certain contingent tax
liabilities may not be recognized as a reduction to Transactional NAV if the General Partner reasonably expects such liabilities
will not be recognized upon divestment of the underlying investment. Transactional NAV per Unit may differ from the Fund’s
net asset value as determined in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”).