Carlyle Private Equity Partners Fund 以约5760万美元出售未注册合伙单位

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 23, 2026

Carlyle Private Equity Partners Fund, L.P.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (202) 729-5626

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instructions A.2.):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Item 3.02. Unregistered Sales of Equity Securities.

On October 1, 2026, the Fund sold unregistered limited partnership units (the “Units”) to certain investors for aggregate

consideration of approximately $57.6 million.

The following table provides details on the Units sold to investors by the Fund:

__________   

(1)The number of Units sold by the Fund was finalized on October 23, 2026, following the calculation of the Fund’s Transactional Net Asset Value

(“Transactional NAV”) as of September 30, 2026 per Unit for Class E-S, Class E-A, Class E-I, Class S, Class I and Class C. The purchase price for each

Unit sold by the Fund on October 1, 2026, was equal to the Transactional NAV per Unit for the applicable class as of September 30, 2026. 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.

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 “Part II, Item 5. Market for Registrant’s Common

Equity,  Related Shareholder Matters and Issuer Purchases of Equity Securities—Calculation of Transactional Net Asset Value

—Valuation Policies and Procedures” in the Fund's Annual Report on Form 10-K, filed with the Securities and Exchange

Commission on March 30, 2026 (the “Form 10-K”). 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 policies and procedures adopted by the Fund. The Investment Advisor is

limiting the Fund’s Specified Expenses to 0.60% of net assets (annualized) through October 1, 2027. 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 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 Expense Support period does not cause Specified Expenses to exceed the 0.60% (annualized) 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 “Part II,

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Components of Our

Results of Operations—Expenses” of the Form 10-K. Certain contingent tax liabilities may not be recognized as a reduction to

Transactional NAV if the General Partner reasonably expects such liabilities will not be recognized upon divestment of the

underlying investment. Transactional NAV per Unit may differ from the Fund’s net asset value as determined in accordance

with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Total Transactional NAV as of September 30, 2026 is $472.8 million. The Transactional NAV per Unit for each class of the

Fund outstanding as of September 30, 2026, is as follows:

___________   

(1)Transactional NAV per Unit does not take into consideration any class-specific fees, expenses and other net assets and liabilities attributable to the classes

at the Feeder.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned hereunto duly authorized.

Date: October 27, 2026