Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is traded on the Nasdaq Global Select Market under the symbol “CG.”
The number of holders of record of our common stock as of February 7, 2022 was 6. This does not include the number of stockholders that hold shares in “street name” through banks or broker-dealers.
Dividend Policy
Under our dividend policy for our common stock, we expect to pay our common stockholders an annualized dividend of $1.00 per share of common stock, equal to a quarterly dividend of $0.25 per share of common stock. In February 2022, the Board of Directors approved an increase in the anticipated common stock dividend to an annual rate of $1.30 per common share ($0.325 per common share on a quarterly basis), anticipated to commence for the first quarter 2022 dividend anticipated to be paid in May 2022.
The declaration and payment of any dividends to holders of our common stock are subject to the discretion of our Board of Directors, which may change our dividend policy at any time or from time to time, and the terms of our certificate of incorporation. There can be no assurance that dividends will be made as intended or at all or that any particular dividend policy will be maintained.
Stock Performance Graph
The following graph depicts the total return to holders of our common stock from the closing price on December 30, 2016, the last trading day of our 2016 fiscal year, through December 31, 2021, the last trading day of our 2021 fiscal year,
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relative to the performance of the S&P 500 Index and the Dow Jones U.S. Asset Managers Index. The graph assumes $100 invested on December 30, 2016 and dividends received reinvested in the security or index.
The performance graph is not intended to be indicative of future performance. The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act.
Issuer Purchases of Equity Securities
The following table sets forth repurchases of our common stock during the three months ended December 31, 2021 for the periods indicated:
Period (a) Total number of shares
purchased (b) Average price paid per share (c) Total number of shares purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
(Dollars in millions, except unit and per unit data)
October 1, 2021 to October 31, 2021 (1) — $ — — $ 115.5
November 1, 2021 to November 30, 2021 (1)(2) 548,694 $ 57.83 548,694 $ 83.7
December 1, 2021 to December 31, 2021 (1)(2) 857,079 $ 53.19 857,079 $ 38.2
Total 1,405,773 1,405,773
(1) In December 2018, our Board of Directors authorized the repurchase of up to $200 million of common stock and/or Carlyle Holdings units. In January 2020 our Board of Directors re-authorized the repurchase program with regard to our common stock, and in February 2021, our Board of Directors replenished the repurchase program to its limit of $200 million of common stock in aggregate. The timing and actual number of shares of common stock repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The share repurchase program may be suspended or discontinued at any time and does not have a specified expiration date. In October 2021, the Board of Directors of the Company authorized the repurchase of up to $400 million of common stock, which replaced the authorization provided in February 2021 effective January 1, 2022, and is not reflected in the table above.
(2) All of the shares of common stock purchased during this period were purchased in open market and brokered transactions and were subsequently retired.
Sales of Unregistered Securities
In March of 2017, we amended our agreement with NGP Management. Pursuant to the amended agreement, we agreed, among other things, to issue additional shares of common stock on each of February 1, 2018, 2019 and 2020, with a value of $10.0 million per year to an affiliate of NGP Management. For each year thereafter, we agreed to issue additional
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shares of common stock on February 1 in an amount based on total distributions received by the Company from NGP Management, in any case not to exceed $10.0 million per year.
In order to effectuate the amended NGP agreement, we entered into agreements with an affiliate of NGP Management on each of the dates below to deliver such shares as follows:
Shares of Common Stock Delivered / Deliverable in August,
2019 2020 2021 2022 2023 2024 2025
Date of Agreement:
February 1, 2018 160,211 120,158 120,159 — — — —
February 1, 2019 — 219,189 164,391 164,393 — — —
February 1, 2020 — — 119,760 89,821 89,820 — —
February 1, 2021 — — — 116,559 87,419 87,418 —
February 1, 2022 — — — — 75,290 56,467 56,467
Such securities have been offered and sold in reliance on the exemption contained in Section 4(a)(2) of the Securities Act as a transaction by the issuer not involving a public offering. No general solicitation or underwriters were involved in such offer and sale.
Rule 10b5-1 Trading Plans
As permitted by our policies and procedures governing transactions in our securities by our directors, executive officers and other employees, from time to time some of these persons may establish plans or arrangements complying with Rule 10b5-1 under the Exchange Act, and similar plans and arrangements relating to our common stock. Our policy generally provides for a default election by employees to sell shares to cover taxes due upon the vesting of restricted stock units unless the employee elects to pay cash in respect of the taxes due upon vesting during the open trading window in the quarter prior to the vesting date.
ITEM 6. [RESERVED]
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