Equity-Based Compensation

9 Months Ended

Sep. 30, 2026

13. Equity-Based Compensation

The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Equity Incentive Plan,” initially

adopted in May 2012 and as most recently amended and restated on June 3, 2026) is a source of equity-based

awards permitting the Company to grant to Carlyle employees, directors and consultants non-qualified options,

share appreciation rights, common shares, restricted stock units and other awards based on the Company’s shares

of common stock. A total of 77,800,000 shares of common stock are authorized for the grant of awards under the

Equity Incentive Plan, of which a total of 37,498,491 shares of the Company’s common stock remain available for

grant as of September 30, 2026.

A summary of the status of the Company’s unvested equity-based awards as of September 30, 2026 and a

summary of changes for the nine months ended September 30, 2026, are presented below:


Unvested Shares	Performance- Vesting Restricted Stock Units	Weighted- Average Grant Date Fair Value	Restricted Stock Units	Weighted- Average Grant Date Fair Value	Unvested Common Shares	Weighted- Average Grant Date Fair Value
Balance, December 31, 2025	14,214,568	$28.63	11,339,034	$47.36	397,838	$46.04
Granted (1)	102,885	$48.87	6,910,194	$57.16	126,507	$61.32
Vested (2)	5,189,824	$26.17	5,872,229	$42.27	220,517	$39.62
Forfeited	—	$—	260,866	$50.69	—	$—
Balance, September 30, 2026	9,127,629	$30.25	12,116,133	$55.34	303,828	$54.44

(1)Includes shares reserved for issuance upon settlement of dividend-equivalent rights carried by certain restricted stock units

concurrently with the settlement of the restricted stock units for shares.

(2)Includes 4,406,553 shares that were retired in connection with the net share settlement of equity-based awards. The

Company paid $229.3 million of taxes related to the net share settlement of equity-based awards during the nine months

ended September 30, 2026, which is included within financing activities in the condensed consolidated statements of cash

flows.

The Company recorded equity-based compensation expense, net of forfeitures, for restricted stock units of

$100.8 million and $90.7 million for the three months ended September 30, 2026 and 2025, respectively, with

$12.6 million and $15.9 million of corresponding deferred tax benefits, respectively. The Company recorded equity-

based compensation expense, net of forfeitures, for restricted stock units of $336.6 million and $287.1 million for the

nine months ended September 30, 2026 and 2025, respectively, with $45.7 million and $52.6 million of

corresponding deferred tax benefits, respectively. As of September 30, 2026, the total unrecognized equity-based

compensation expense related to unvested restricted stock units was $562.3 million, which is expected to be

recognized over a weighted-average term of 2.2 years.