Free Writing Prospectus
Filed pursuant to Rule 433
Supplementing the
Preliminary Prospectus Supplement dated September 16, 2025 to the
Prospectus dated March 22, 2023
Registration No. 333-270745
The Carlyle Group Inc.
5.050% Senior Notes due 2035
Final Pricing Term Sheet
September 16, 2025
The information in this pricing term sheet should be read together with The Carlyle Group Inc.’s preliminary prospectus supplement dated September 16, 2025 (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein and the accompanying prospectus dated March 22, 2023, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration No. 333-270745, as amended by post-effective amendment no. 1 thereto). Terms not defined in this pricing term sheet have the meanings given to such terms in the Preliminary Prospectus Supplement. The information in this pricing term sheet supersedes the information in the Preliminary Prospectus Supplement and the accompanying prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement or the accompanying prospectus. All references to dollar amounts are references to U.S. dollars.
| Issuer: | The Carlyle Group Inc. | |
| Guarantors: | Carlyle Holdings I L.P. Carlyle Holdings II L.L.C. Carlyle Holdings III L.P. CG Subsidiary Holdings L.L.C. | |
| Securities: | 5.050% Senior Notes due 2035 (the “notes”) | |
| Ranking: | Senior Unsecured | |
| Principal Amount Offered: | $800,000,000 | |
| Trade Date: | September 16, 2025 | |
| Settlement Date*: | September 19, 2025 (T+3) | |
| Maturity Date: | September 19, 2035 | |
| Coupon: | 5.050% | |
| Underwriting Discount: | 0.650% per note | |
| Benchmark Treasury: | 4.250% due August 15, 2035 | |
| Benchmark Treasury Price and Yield: | 101-25; 4.030% | |
| Spread to Benchmark Treasury: | T + 105 bps | |
| Reoffer Yield: | 5.080% | |
| Price to Public: | 99.767% per note plus accrued interest, if any, from September 19, 2025 to the date of delivery | |
| Interest Payment Dates: | March 19 and September 19 of each year, commencing March 19, 2026 | |
| Record Dates: | Interest payments on the notes will be made to the holders of record at the close of business on March 4 or September 4, as the case may be, immediately preceding the applicable interest payment date, whether or not a business day. | |
| Make-Whole Call: | T+ 20 basis points prior to June 19, 2035 | |
| Par Call: | On or after June 19, 2035 (three months prior to maturity date) | |
| Day Count: | 30/360 | |
| Gross Proceeds (before expenses and underwriting discount): | $798,136,000 | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Expected Ratings**: | S&P: A- (Stable) / Fitch: A- (Stable) | |
| CUSIP / ISIN: | 14316J AA6 / US14316JAA60 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC BofA Securities, Inc. HSBC Securities (USA) Inc. UBS Securities LLC TCG Capital Markets LLC | |
| Co-Managers: | Barclays Capital Inc. Deutsche Bank Securities Inc. SG Americas Securities, LLC | |
| * | Note: Under Rule 15c6-1 under the Securities Exchange Act, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing, and the succeeding business day, will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes during such period should consult their advisors. |
| ** | Note: A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. Each rating is subject to revision or withdrawal at any time by the assigning rating organization. |
The Issuer has filed a registration statement, including the Preliminary Prospectus Supplement and the accompanying prospectus, with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement and the accompanying prospectus for this offering in that registration statement and the documents incorporated by reference therein that the Issuer has filed with the SEC for more complete information about the Issuer, the guarantors and this offering.
You may get these documents for free by visiting the SEC’s website at www.sec.gov. Alternatively, the joint book-running managers will arrange to send you the prospectus supplement if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Goldman Sachs & Co. LLC toll-free at 1-866-471-2526; J.P. Morgan Securities LLC collect at 1-212-834-4533; Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.