Carlyle Private Equity Fund Files 8-K

TL;DR

Carlyle Private Equity Fund filed an 8-K on Dec 23, 2025, for equity sales & other events.

AI Summary

Carlyle Private Equity Partners Fund, L.P. filed an 8-K on December 23, 2025, reporting on unregistered sales of equity securities and other events. The filing details the company's principal executive offices located at 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004.

Why It Matters

This filing indicates potential equity transactions and other corporate events for Carlyle Private Equity Partners Fund, L.P., which could impact investors and stakeholders.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and unregistered equity sales, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• Carlyle Private Equity Partners Fund, L.P. (company) — Registrant
• December 23, 2025 (date) — Date of earliest event reported
• 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004 (location) — Principal Executive Offices
• 333814841 (identifier) — I.R.S. Employer Identification No.
• 000-56746 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $18.0 million — ggregate consideration of approximately $18.0 million . The following table provides details
• $31.3 million — actional NAV as of November 30, 2025 is $31.3 million. The Transactional NAV per Unit for eac

Filing Documents

• cpep-20251223.htm (8-K) — 91KB
• 0002065337-25-000024.txt ( ) — 209KB
• cpep-20251223.xsd (EX-101.SCH) — 2KB
• cpep-20251223_lab.xml (EX-101.LAB) — 21KB
• cpep-20251223_pre.xml (EX-101.PRE) — 12KB
• cpep-20251223_htm.xml (XML) — 3KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On December 1, 2025, Carlyle Private Equity Partners, L.P. (the "Fund") sold unregistered limited partnership units (the "Units") to certain investors for aggregate consideration of approximately $18.0 million . The following table provides details on the Units sold to investors by the Fund: Class Number of Units Sold (1,2) Aggregate Consideration (2) Class E-I 613,882 $ 16,660,750 Class E-S 11,050 $ 300,000 Class C (3) 36,417 $ 1,000,000 __________ (1) The number of Units sold by the Fund was finalized on December 23, 2025 , following the calculation of the Fund's Transactional Net Asset Value ("Transactional NAV") as of November 30, 2025 per Class A-I, Class A-S, Class E-I and Class C Unit. The purchase price for each Unit sold by the Fund on December 1, 2025, was equal to the Transactional NAV per Unit for the applicable class as of November 30, 2025. Since Class E-S Units had not yet been issued as of such date, the Transactional NAV for Class E-S Units was equal to the Transactional NAV of Class A-S Units. Refer to Item 8.01 below for information on the Fund's Transactional NAV. (2) Unit and dollar amounts are rounded to the nearest whole number. (3) Represents Class C Units purchased by an affiliate of the Fund's general partner, CPEP GP, LLC (the "General Partner"). The offer and sale of the Units were made as part of the Fund's continuous private offering and were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D promulgated thereunder. The Units were sold to investors, including through CPEP Feeder, L.P. (the "Feeder"), a Delaware limited partnership for certain investors with particular tax characteristics, such as certain U.S. tax-exempt investors and certain non-U.S. investors.

01. Other Events

Item 8.01. Other Events. Transactional Net Asset Value The Fund calculates the Transactional NAV for purposes of establishing the price at which transactions in the respective Units are made. A description of the Fund's valuation process is included under "Item 1(c). Description of Business—Valuation" and "Item 9. Market Price of and Dividends on the Registrant's Common Equity and Related Shareholder Matters—Valuation Policy" in Amendment No. 2 to the Fund's Registration Statement on Form 10 , filed with the Securities and Exchange Commission on August 6, 2025 (the "Registration Statement"). Transactional NAV is based on the month-end values of the Fund's investments and other assets (including cash and cash equivalents) and the deduction of any respective liabilities, including certain fees and expenses (such as the Incentive Allocation and Management Fee, as applicable to the respective class), in all cases as determined in accordance with the valuation policy that has been approved by the Fund's board of directors. During the first twelve months following the Initial Closing on October 1, 2025, the Investment Advisor is limiting the Fund's Specified Expenses to 0.60% of net assets (annualized). To achieve this, the Investment Advisor may waive a portion of its management fees and/or absorb or reimburse certain Fund expenses as needed. For the purposes of calculating Transactional NAV, the Expense Support paid by the Investment Advisor will be reflected as a reduction to Transactional NAV in the month the Fund reimburses the Investment Advisor for such costs, provided that any reimbursement during the 12-month support period does not cause Specified Expenses to exceed the 0.60% limit; after that period, the limit no longer applies. Servicing Fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are paid. Definitions of Specified Expenses and Expense Support are included within "Item 2. Financial In

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View this 8-K filing on SEC EDGAR