凯雷集团美股招股说明书(2025-09-17版)

$800,000,000 5.050% Senior Notes due 2035 The Carlyle Group Inc. (the “Issuer”) is offering $800,000,000 aggregate principal amount of its 5.050% senior notes due 2035 (the “notes”). Interest on the notesis payable on March19 and September19 of each year, beginning on March19, 2026. Interest on the notes will accrue from September19, 2025. The notes will matureon September19, 2035. At any time prior to maturity, the Issuer may redeem all or a portion of the notes at the applicable redemption prices described in this prospectus supplement under“Description of the Notes—Optional Redemption of the Notes.” Upon a Change of Control Repurchase Event (as defined in “Description of the Notes—Offer toRepurchase Upon a Change of Control Repurchase Event”), the Issuer will be required to make an offer to repurchase all outstanding notes at a price in cash equal to101% of the principal amount of the notes, plus any accrued and unpaid interest to, but not including, the repurchase date, as described in this prospectus supplementunder “Description of the Notes—Offer to Repurchase Upon a Change of Control Repurchase Event.” We intend to use the net proceeds from this offering for general corporate purposes. The notes will be fully and unconditionally guaranteed on a joint and several basis, by Carlyle Holdings I L.P., Carlyle Holdings II L.L.C., Carlyle Holdings IIIL.P. and CG Subsidiary Holdings L.L.C. and any other entity that is required to become a guarantor of the notes as provided under “Description of the Notes—Guarantees” (collectively, the “Guarantors”). The Issuer and the Guarantors are holding companies, and the notes are not guaranteed by any fee generating businesses orinvestment funds affiliated with The Carlyle Group Inc. or its subsidiaries. The notes and the guarantees will be the Issuer’s and the Guarantors’ direct, unsecured and unsubordinated obligations and will (a)rank equally in right ofpayment with all of their respective existing and future unsecured and unsubordinated indebtedness, liabilities and other obligations, (b)rank senior in right of paymentto all of their existing and future subordinated indebtedness, (c)be effectively subordinated in right of payment to all of their respective existing and future securedindebtedness, to the extent of the value of the assets securing that indebtedness and (d)be structurally subordinated in right of payment to all existing and futureindebtedness, liabilities and other obligations of each subsidiary of the Issuer or the relevant Guarantor that is not a Guarantor. See “Description of the Notes—Ranking.” The notes will be issued in book-entry form in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Investing in the notes involves significant risks. See “Risk Factors” beginning on pageS-11herein and in the documents we haveincorporated by reference for more information. None of the Securities and Exchange Commission (the “SEC”), any state securities commission nor any other regulatory body has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. (1)Plus accrued interest, if any, from September19, 2025 to the date of delivery. The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company (“DTC”) for the accounts of itsparticipants, which may include Clearstream Banking S.A., or Euroclear Bank SA/NV, on or about September19, 2025, against payment in immediately availablefunds. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSGUARANTOR DISCLOSURESUSE OF PROCEEDSDESCRIPTION OF THE NOTESBOOK-ENTRY; DELIVERY AND FORMCERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCESCERTAIN ERISA AND RELATED CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSCARLYLERISK FACTORSFORWARD-LOOKING INFORMATIONUSE OF PROCEEDSSELLING SECURITYHOLDERSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSBOOK-ENTRY; DELIVERY AND FORM; GLOBAL SECURITIESMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The secondpart is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. You should read both thisprospectus supplement and the accompanying pro