cpep-20260928

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 28, 2026

Carlyle Private Equity Partners Fund, L.P.

(Exact Name of Registrant as Specified in Charter)


Delaware	000-56746	33-3814841
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1001 Pennsylvania Ave., N.W., Suite 220 South Washington, DC		20004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (202) 729-5626

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instructions A.2.):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company	☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

Item 1.01. Entry into a Material Definitive Agreement.

On September 28, 2026, Carlyle Private Equity Partners Fund, L.P. (the “Fund”), entered into a letter agreement (the “Letter

Agreement”) with Carlyle Investment Management L.L.C. (the “Investment Advisor”), pursuant to which the Investment

Advisor agreed to extend the Expense Support Period (as defined below) for an additional one-year period through October 1,

2027. Pursuant to the Fund’s Amended and Restated Investment Advisory Agreement with the Investment Advisor (the

“Advisory Agreement”), as modified by the Letter Agreement, through and including the first twenty-four months following the

Initial Closing Date which occurred on October 1, 2025 (the “Expense Support Period”), the Investment Advisor has agreed to

forgo an amount of its monthly Management Fee and/or pay, absorb or reimburse certain expenses of the Fund, to the extent

necessary so that, for any fiscal year, the Fund’s annual Specified Expenses do not exceed 0.60% of the Fund’s net assets

(annualized) as of the end of each calendar month. The Fund has agreed to repay the amount of any foregone Management Fee

and expenses paid, absorbed or reimbursed by the Investment Advisor during the Expense Support Period, when and if

requested by the Investment Advisor, but only if and to the extent that such Specified Expenses plus any recoupment do not

exceed 0.60% of the Fund’s net assets (annualized) during the applicable month. The Investment Advisor may recapture a

Specified Expense at any time, including in the same year it is incurred. This arrangement cannot be terminated prior to the end

of the Expense Support Period without the consent of the Fund’s Board of Directors. Unless extended, after the Expense

Support Period the Fund will reimburse the Investment Advisor for any Expense Support that it has incurred on each entity’s

behalf as and when incurred, regardless of when such Expense Support was incurred and without regard to the 0.60% cap

described above.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated

herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On September 1, 2026, the Fund sold unregistered limited partnership units (the “Units”) to certain investors for aggregate

consideration of approximately $299.9 million.

The following table provides details on the Units sold to investors by the Fund:


Class	Number of Units Sold(1,2)	Aggregate Consideration(2)
Class E-A	74,834	$2,342,300
Class E-I	229,706	$7,199,000
Class S	4,176,028	$130,333,830
Class I	5,075,602	$159,018,596
Class C (3)	30,722	$1,000,000

__________

(1)The number of Units sold by the Fund was finalized on September 28, 2026, following the calculation of the Fund’s Transactional Net Asset Value

(“Transactional NAV”) as of August 31, 2026 per Unit for Class E-A, Class E-I, Class I and Class C. The purchase price for each Unit sold by the Fund

on September 1, 2026, was equal to the Transactional NAV per Unit for the applicable class as of August 31, 2026. Since Class S Units had not yet been

issued as of August 31, 2026, the Transactional NAV for Class S Units was equal to the Transactional NAV of Class E-S Units. 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

—Valuation Policies and Procedures” in the Fund's Annual Report on Form 10-K, filed with the Securities and Exchange

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. The Investment Advisor is

limiting the Fund’s Specified Expenses to 0.60% of net assets (annualized) through October 1, 2027. 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 Expense Support period does not cause Specified Expenses to exceed the 0.60% (annualized) 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”).

Total Transactional NAV as of August 31, 2026 is $163.5 million. The Transactional NAV per Unit for each class of the Fund

outstanding as of August 31, 2026, is as follows:


	As of August 31, 2026
Class	Number of Units	Transactional NAV(1)
Class A-I	873,785	$31.51
Class A-S	24,000	$31.30
Class E-A	581,489	$31.30
Class E-I	3,459,306	$31.34
Class E-S	12,781	$31.21
Class I	23,478	$31.33
Class C	229,711	$32.55

___________

(1)Transactional NAV per Unit does not take into consideration any class-specific fees, expenses and other net assets and liabilities attributable to the classes

at the Feeder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
10.1		Letter Agreement, dated as of September 28, 2026, between Carlyle Private Equity Partners Fund, L.P. and Carlyle Investment Management L.L.C.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


Carlyle Private Equity Partners Fund, L.P.

By:	/s/ Charles E. Andrews, Jr.
Name:	Charles E. Andrews, Jr.
Title:	Chief Financial Officer