Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on August 6, 2024.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Carlyle Group Inc.

(Exact name of registrant as specified in its charter)


Delaware		45-2832612
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004-2505

Telephone: (202) 729-5626

(Address of Principal Executive Offices)

The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan

(Full title of the plan)

Jeffrey W. Ferguson

General Counsel

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004-2505

Telephone: (202) 729-5626

(Name and address and telephone number, including area code, of agent for service)

With copies to:

Joshua Ford Bonnie

William R. Golden III

Charles C. Mathes

Simpson Thacher & Bartlett LLP

900 G Street, NW

Washington, D.C. 20001

Telephone: (202) 636-5500

Facsimile: (202) 636-5502

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 (“Registration Statement”) is being filed for the purpose of registering an additional

19,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of The Carlyle Group Inc. (the “Company”)

reserved for issuance under The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the “Plan”). These

additional shares of Common Stock are additional securities of the same class as other securities for which an original

registration statement (File No. 333-181109) on Form S-8 was filed with the U.S. Securities and Exchange Commission (the

“Commission”) on May 2, 2012 and additional registration statements (File Nos. 333-187264, 333-194164, 333-202315,

333-209690, 333-216100, 333-223051, and 333-229663) were filed with the Commission on March 14, 2013, February 27,

2014, February 26, 2015, February 24, 2016, February 16, 2017, February 15, 2018, and February 13, 2019, respectively (the

“Original Registration Statements”). On January 2, 2020, in connection with the conversion of The Carlyle Group L.P. from a

Delaware limited partnership to a Delaware corporation, The Carlyle Group Inc., the Company filed Post-Effective Amendment

No. 1 to each of the Original Registration Statements to reflect the adoption by the Company of the Original Registration

Statements as its own registration statements for all purposes of the Securities Act of 1933, as amended (the “Securities Act”),

and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additional registration statements (File Nos.

333-236394, 333-252992, 333-269328, and 333-272726) were filed with the Commission on February 12, 2020, February 11,

2021, January 20, 2023, and June 16, 2023, respectively. These additional shares of Common Stock were reserved for issuance

in connection with the amendment and restatement of the Plan, which was approved by shareholders on May 29, 2024 at the

Company’s 2024 Annual Meeting of Shareholders.

Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements, as amended by the post-

effective amendments, are incorporated by reference into this Registration Statement, except that the provisions contained in

Part II of such earlier registration statements are modified as set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Company pursuant to the Securities Act or the Exchange Act are

hereby incorporated by reference in this Registration Statement:

(a)The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on

February 22, 2024;

(b)The Company’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2024, filed on

May 7, 2024, and the fiscal quarter ended June 30, 2024, filed on August 6, 2024;

(c)The Company’s Current Reports on Form 8-K filed on January 18, 2024, March 27, 2024, April 3, 2024, and

May 31, 2024 (excluding any portion of such reports that was furnished pursuant to Item 7.01); and

(d)The description of the Company’s securities contained in Exhibit 4.14 of the Amendment No. 1 to the

Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on March 2, 2022,

including any amendment or report filed for the purpose of updating such description.

All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after

the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement

indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to

be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents

(other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly

stated otherwise therein).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be

modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any

other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes

such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to

constitute a part of this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

The validity of the Common Stock will be passed upon for us by Simpson Thacher & Bartlett LLP, Washington, D.C. An

investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related

persons, and others owns an interest representing less than 1% of the capital commitments of funds affiliated with the

Company.

Item 8. Exhibits.

The following exhibits are filed or incorporated by reference as part of this Registration Statement:



Exhibit Number		Description of Document

4.1		Amended and Restated Certificate of Incorporation of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.1 of The Carlyle Group Inc’s Current Report on Form 8-K filed on June 2, 2023).

4.2		Bylaws of The Carlyle Group Inc. (incorporated by reference to Exhibit 3.3 of The Carlyle Group Inc.’s Current Report on Form 8-K filed on January 2, 2020).

4.3		The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to The Carlyle Group Inc.’s Current Report on Form 8-K filed on May 31, 2024).

5.1*		Opinion of Simpson Thacher & Bartlett LLP.

23.1*		Consent of Ernst & Young LLP.

23.2*		Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).

24.1*		Power of Attorney (included in the signature pages to this Registration Statement).

107.1*		Filing Fees.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that

it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf

by the undersigned, thereunto duly authorized, in Washington, D.C., on August 6, 2024.




The Carlyle Group Inc.


By:	/s/ John C. Redett
	Name:	John C. Redett
	Title:	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a

Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission, Washington, D.C. 20549 under the

provisions of the Securities Act of 1933, hereby constitute and appoint Harvey M. Schwartz, John C. Redett, and Jeffrey W.

Ferguson, and each of them, any of whom may act without joinder of the other, the individual’s true and lawful attorneys-in-

fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place, and stead, in any

and all capacities, to sign this Registration Statement and any or all amendments or supplements to this Registration Statement,

including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection

therewith with the U.S. Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and

each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and

about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming

all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done

by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons

in the capacities indicated on the 6th day of August, 2024.


Signature				Title

/s/ Harvey M. Schwartz				Chief Executive Officer and Director
Harvey M. Schwartz				(Principal Executive Officer)

/s/ John C. Redett				Chief Financial Officer
John C. Redett				(Principal Financial Officer)

/s/ William E. Conway, Jr.				Co-Founder, Co-Chairman, and Director
William E. Conway, Jr.

/s/ David M. Rubenstein				Co-Founder, Co-Chairman, and Director
David M. Rubenstein

/s/ Daniel A. D’Aniello				Co-Founder, Chairman Emeritus, and Director
Daniel A. D’Aniello

/s/ Afsaneh Beschloss				Director
Afsaneh Beschloss

/s/ Sharda Cherwoo				Director
Sharda Cherwoo

/s/ Linda H. Filler				Director
Linda H. Filler

/s/ Lawton W. Fitt				Director
Lawton W. Fitt

/s/ James H. Hance, Jr.				Director
James H. Hance, Jr.



/s/ Mark S. Ordan				Director
Mark S. Ordan

/s/ Derica W. Rice				Director
Derica W. Rice

/s/ William J. Shaw				Director
William J. Shaw

/s/ Anthony Welters				Director
Anthony Welters

/s/ Charles E. Andrews, Jr.				Chief Accounting Officer
Charles E. Andrews, Jr.				(Principal Accounting Officer)

Calculation of Filing Fee Tables
S-8
Carlyle Group Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock	Other	19,000,000	$ 40.39	$ 767,410,000.00	0.0001476	$ 113,269.72
Total Offering Amounts:						$ 767,410,000.00		$ 113,269.72
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 113,269.72

Offering Note

¹	(a) Covers common stock, par value $0.01 per share, of The Carlyle Group Inc. ("Common Stock") under The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the "Plan") and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, an indeterminate number of additional shares of Common Stock that may be offered and issued under the Plan to prevent dilution resulting from stock splits, stock distributions or similar transactions. (b) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act based on a price of $40.39 per share of Common Stock, which is the average of the high and low price per share of Common Stock as reported by the Nasdaq Global Select Market on August 5, 2024.

August 6, 2024

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004

Ladies and Gentlemen:

We have acted as counsel to The Carlyle Group Inc., a Delaware corporation (the

“Company”), in connection with the Registration Statement on Form S-8 (the “Registration

Statement”), filed by the Company with the Securities and Exchange Commission (the

“Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the

Company of up to 19,000,000 shares of common stock of the Company, par value $0.01 (the

“Shares”), pursuant to The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive

Plan (the “Plan”).

We have examined the Registration Statement, the Amended and Restated

Certificate of Incorporation of the Company and the Bylaws of the Company, which have been

filed with the Commission as exhibits to the Registration Statement. In addition, we have

examined, and have relied as to matters of fact upon, originals, or duplicates or certified or

conformed copies, of such records, agreements, documents and other instruments and such

certificates or comparable documents of public officials and of officers and representatives of the

Company and have made such other investigations as we have deemed relevant and necessary in

connection with the opinions hereinafter set forth.

In rendering the opinion set forth below, we have assumed the genuineness of all

signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us

as originals, the conformity to original documents of all documents submitted to us as duplicates

or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and

limitations stated herein, we are of the opinion that, upon issuance and delivery in accordance

with the Plan, the Shares will be validly issued, fully paid and nonassessable.

Exhibit 5.1

We do not express any opinion herein concerning any law other than the

Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the

Registration Statement and to the use of our name under the caption “Interests of Named Experts

and Counsel” contained in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining

to The Carlyle Group Inc. Amended & Restated 2012 Equity Incentive Plan of our reports dated February 22, 2024,

with respect to the consolidated financial statements of The Carlyle Group Inc., and the effectiveness of internal

control over financial reporting of The Carlyle Group Inc. included in its Annual Report (Form 10-K) for the year

ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, Virginia

August 6, 2024

Exhibit 23.1

Submission	Aug. 06, 2024
Submission [Line Items]
Central Index Key	0001527166
Registrant Name	Carlyle Group Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Aug. 06, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock
Amount Registered \| shares	19,000,000
Proposed Maximum Offering Price per Unit	40.39
Maximum Aggregate Offering Price	$ 767,410,000.00
Fee Rate	0.01476%
Amount of Registration Fee	$ 113,269.72
Offering Note	(a) Covers common stock, par value $0.01 per share, of The Carlyle Group Inc. ("Common Stock") under The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (the "Plan") and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, an indeterminate number of additional shares of Common Stock that may be offered and issued under the Plan to prevent dilution resulting from stock splits, stock distributions or similar transactions. (b) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act based on a price of $40.39 per share of Common Stock, which is the average of the high and low price per share of Common Stock as reported by the Nasdaq Global Select Market on August 5, 2024.