3:41 PM PT -- Two of Carl's former costars have expressed condolences for the late actor.

Arnold Schwarzenegger posted a photo of them from the set of 'Predator,' and wrote ... "Carl Weathers will always be a legend. An extraordinary athlete, a fantastic actor, and a great person. We couldn’t have made Predator without him. And we certainly wouldn’t have had such a wonderful time making it."

Dolph Lundgren of 'Rocky' fame also posted a tribute, writing ... "I was saddened to hear the news this morning. Along with the world, I will miss Carl. He was a great actor, a terrific athlete and a good friend. I cherish many special memories of Carl, both professionally and personally. Like Apollo Creed, he had that special charm that always brought a smile to your face"

Carl Weathers -- famous from a number of movies, but most prominently as Sylvester Stallone's early nemesis in the 'Rocky' movies -- has sadly died ... TMZ has confirmed.

The beloved actor passed away peacefully Thursday while surrounded by loved ones -- this according to a statement from his family. They say, "We are deeply saddened to announce the passing of Carl Weathers."

They add, "He died peacefully in his sleep on Thursday, February 1st, 2024. … Carl was an exceptional human being who lived an extraordinary life. Through his contributions to film, television, the arts and sports, he has left an indelible mark and is recognized worldwide and across generations. He was a beloved brother, father, grandfather, partner, and friend."

Unclear what ailments, if any, Carl may have been battling lately ... he'd been actively acting in recent years -- and on the surface, there didn't seem to be much wrong with him.

In any case ... it's an absolute blow to showbiz -- Carl was a titan in the movie industry, with acting credits dating back to the early 1970s when he was guest starring on shows like "Good " 'Kung Fu," "S.W.A.T.," "The Six Million Dollar Man," "Cannon" "McCloud" and more.

His true big break came courtesy of Sly ... Carl was cast as the brash and bold heavyweight champ of the world, Apollo, and he was pitted against Rocky in the ring for two films.

His character stuck around for another two 'Rocky' films ... in the third one, he actually brought the Italian Stallion out of a slump and back to glory with a new type of training he'd never experienced ... making for some iconic, memorable scenes as part of a montage.

The shot of them slow-mo running on the beach, and Sly eventually pulling ahead, goes down in movie history as one of the most awesome and inspiring things caught on camera.

Apollo was killed off in "Rocky IV" -- in dramatic fashion, no less -- but his imprint in that movie franchise lives on even today ... Michael B. Jordan plays his fictional son in the 'Creed' flicks, which are still going strong -- and which continue to be cranked out in Hollywood.

Even outside of 'Rocky,' Carl's presence left an impression in just about every cult classic flick he's been a part of. Just to name a few right off the bat -- "Predator," "Happy Gilmore," "Action Jackson," "The Defiant Ones," "Braker," "Death Hunt," "Hurricane Smith," and others.

His TV credits are also quite impressive ... CW was on shows like "Fortune Dane," "Tour of Duty," "Street Justice," "In the Heat of the Night," "Brothers," "The Shield," "Arrested Development," "Chicago Justice," ... and more recently, in Star Wars' "The Mandalorian."

He'd appeared in episodes of the latter as recently as 2023. In all, he has 80 acting credits.

Outside of Hollywood, Carl was involved in noble charitable efforts -- including Lupus L.A., The L.A. Police Memorial Foundation, The PEACE Fund and The Tower Cancer Research Foundation.

Prior to his acting career, Weathers played for the Oakland Raiders from 1970-1971 ... and the team addressed the tragic loss in a statement Friday afternoon.

"Always a proud Raider, Weathers will be missed dearly by his Raiders Family and his many fans worldwide," the team said. "Our deepest condolences are with the Weathers family at this time."

He's survived by his two sons. Carl was 76.

RIP