Harvey M. Schwartz - Feb 15, 2023 Form 4 Insider Report for Carlyle Group Inc. (CG)

Role: Chief Executive Officer, Director
Signature: /s/ Anne K. Frederick by power of attorney for Harvey M. Schwartz
Stock symbol: CG
Transactions as of: Feb 15, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/17/2023, 04:15 PM
Previous filing: Aug 17, 2022
Next filing: Mar 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CG	Common Stock	Award	$0	+2.03M		$0.00	2.03M	Feb 15, 2023	Direct	F1
transaction	CG	Common Stock	Award	$0	+4.73M	+232.85%	$0.00	6.76M	Feb 15, 2023	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities are a restricted stock unit award and will be eligible to vest as to 25% of such award on February 1 of each of 2024, 2025, 2026, and 2027, in each case, with settlement to occur in December of the prior year, subject to clawback if the service requirement is not met.
F2	These securities are a restricted stock unit award that is eligible to vest in five equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an absolute stock price hurdle ($42.74, $51.29, $58.12, $64.96, and $71.80, respectively) and the $64.96 and $71.80 tranches are also subject to performance-based vesting conditions relating to total shareholder return (linked to the 60th percentile of the constituent companies in the S&P 500 Financials Index). In addition, each tranche is subject to time-based vesting conditions generally requiring minimum service periods of one year, two years, three years, four years, and five years, respectively. The period for measuring the achievement of the stock price hurdles ends on January 31, 2028 and any restricted stock units that have not vested as of February 1, 2028 will be forfeited.

Content

These securities are a restricted stock unit award and will be eligible to vest as to 25% of such award on February 1 of each of 2024, 2025, 2026, and 2027, in each case, with settlement to occur in December of the prior year, subject to clawback if the service requirement is not met.

These securities are a restricted stock unit award that is eligible to vest in five equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an absolute stock price hurdle ($42.74, $51.29, $58.12, $64.96, and $71.80, respectively) and the $64.96 and $71.80 tranches are also subject to performance-based vesting conditions relating to total shareholder return (linked to the 60th percentile of the constituent companies in the S&P 500 Financials Index). In addition, each tranche is subject to time-based vesting conditions generally requiring minimum service periods of one year, two years, three years, four years, and five years, respectively. The period for measuring the achievement of the stock price hurdles ends on January 31, 2028 and any restricted stock units that have not vested as of February 1, 2028 will be forfeited.