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 May 29, 2024) 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. Following the amendment and

restatement of the Equity Incentive Plan on May 29, 2024, a total of 58,800,000 shares of common stock were authorized for

the grant of awards under the Equity Incentive Plan. As of June 30, 2024, there was a total of 28,993,450 shares of the

A summary of the status of the Company’s non-vested equity-based awards as of June 30, 2024 and a summary of


Unvested Shares	Performance- Vesting Restricted Stock Units(1)	Weighted- Average Grant Date Fair Value	Restricted Stock Units	Weighted- Average Grant Date Fair Value	Unvested Common Shares(2)	Weighted- Average Grant Date Fair Value
Balance, December 31, 2023	4,941,317	$23.19	17,232,330	$34.68	458,929	$37.87
Granted (3)	13,225,575	$26.46	5,418,576	$40.63	247,293	$40.08
Vested (4)	995,848	$29.86	1,527,226	$32.68	—	$—
Forfeited	—	$—	831,515	$32.88	—	$—
Balance, June 30, 2024	17,171,044	$25.33	20,292,165	$36.49	706,222	$38.64

(1)Includes restricted stock units granted to certain senior Carlyle professionals, including equity inducement awards granted in connection

with the appointment of the Company’s Chief Executive Officer, which are subject to vesting based on the achievement of stock price

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

(4)Includes 1,115,147 shares which were retired in connection with the net share settlement of equity-based awards. The Company paid

$47.7 million of taxes related to the net share settlement of equity-based awards during the six months ended June 30, 2024, which is

In February 2024, the Company granted 13.2 million restricted stock units to certain senior Carlyle professionals that are

eligible to vest in three tranches based on the achievement of stock price performance conditions over service periods of one,

two and three years. Equity-based compensation expense for each tranche is recognized on a straight-line basis over its

respective service period. These awards had a grant date fair value of approximately $347 million, which was derived using the

The Company recorded compensation expense, net of forfeitures, for restricted stock units of $125.2 million and

$68.0 million for the three months ended June 30, 2024 and 2023, respectively, with $23.6 million and $10.9 million of

corresponding deferred tax benefits, respectively. The Company recorded compensation expense, net of forfeitures, for

restricted stock units of $233.5 million and $122.4 million for the six months ended June 30, 2024 and 2023, respectively, with

$43.8 million and $20.5 million of corresponding deferred tax benefits, respectively. As of June 30, 2024, the total

unrecognized equity-based compensation expense related to unvested restricted stock units was $770.2 million, which is