Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of our common stock by:

  • each person known to us to beneficially own more than 5% of our common stock based on our review of filings with the SEC;

  • each of our directors and named executive officers; and

  • our directors and executive officers as a group.

The percentage of beneficial ownership is based on 888,250,533 shares of common stock issued and outstanding as of February 26, 2025. Beneficial ownership is in each case determined in accordance with the rules of the SEC, and includes equity securities of which that person has the right to acquire beneficial ownership within 60 days of February 26, 2025. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. The table below does not reflect ownership of the sole outstanding share of our Series I preferred stock by KKR Management LLP, which exercises significant voting power as set forth in our certificate of incorporation.

Name (1)Common Stock Beneficially Owned (2)Percentage of Common Stock Beneficially Owned
George R. Roberts (3)87,062,8559.80%
Henry R. Kravis (4)82,870,6889.33
Scott C. Nuttall (5)21,064,4242.37
Joseph Y. Bae (6)18,331,0702.06
Adriane M. Brown10,427*
Matthew R. Cohler (7)96,330*
Mary N. Dillon26,147*
Arturo Gutiérrez Hernández11,542*
Xavier B. Niel29,035*
Kimberly A. Ross3,029*
Patricia F. Russo85,621*
Robert W. Scully173,621*
Evan T. Spiegel9,642*
Robert H. Lewin1,209,226*
Dane E. Holmes (8)41,846*
Directors and executive officers as a group (17 persons) (3)(4)(5)(6)(7)(8)(9)211,278,83523.78%
5% Stockholders
The Vanguard Group Inc. (10)56,245,6996.33
Blackrock, Inc. (11)46,989,3955.29

*Less than 1.0%.

(1)The address of each director is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001. The address of each executive officer, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards, New York, New York 10001. The address of Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025.

(2)Unless otherwise indicated, each individual has sole voting power and sole investment power with respect to the shares owned.

(3)Includes (i) 1,000,000 shares held by a charitable foundation over which Mr. Roberts has shared voting power and (ii) 1,043,242 shares held by a limited partnership over which Mr. Roberts has sole investment power.

(4)Includes (i) 15,277 shares held by Mr. Kravis's spouse over which Mr. Kravis may be deemed to share investment and voting power and (ii) 1,549,369 shares held by a limited partnership over which Mr. Kravis has sole investment power.

(5)Includes (i) 129,301 shares held by a trust over which Mr. Nuttall has the right to acquire shared investment and voting power, (ii) 2,782 shares held by a limited liability company over which Mr. Nuttall may be deemed to share investment and voting power, and (iii) 920,000 shares held by a charitable foundation over which Mr. Nuttall has shared voting power, which shares have not been sold as of the date of this filing. Not included in the table above is 211,540 shares held by a charitable foundation for which Mr. Nuttall has non-binding advisory powers, which shares have not been sold as of the date of this filing.

(6)Includes 384,257 shares held by a trust over which Mr. Bae has the right to acquire shared investment and voting power. Not included in the table above is 250,000 shares held by a charitable foundation for which Mr. Bae has non-binding advisory powers, which shares have not been sold as of the date of this filing.

(7)Includes 45,191 shares held by a trust over which Mr. Cohler has shared investment and voting power.

(8)Includes 33,333 restricted holdings units which are vested or scheduled to vest within 60 days of February 26, 2025.

(9)Includes 286,665 restricted holdings units which are vested or scheduled to vest within 60 days of February 26, 2025.

(10)Based on a Schedule 13G/A filed with the SEC on November 12, 2024, as of September 30, 2024, The Vanguard Group reports it is the beneficial owner of 56,245,699 shares of common stock, with sole dispositive power over 53,380,855 shares of common stock, shared voting power over 813,842 shares of common stock and shared dispositive power over 2,864,844 shares of common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(11)Based on a Schedule 13G filed with the SEC on February 4, 2025, BlackRock, Inc. reports it is the beneficial owner of 46,989,395 shares of common stock, with sole voting power over 41,971,460 shares of common stock, and sole dispositive power over 46,989,395 shares of common stock. The address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

Securities Authorized for Issuance under 2019 Equity Compensation Plan

The table set forth below provides information concerning the awards that may be issued under our 2019 Equity Incentive Plan as of December 31, 2024.

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)Weighted‑Average Exercise Price of Outstanding Options, Warrants and RightsNumber of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in the first column) (2)
Equity Compensation Plan Approved by Security Holders80,590,581—48,929,325
Equity Compensation Plan Not Approved by Security Holders———
Total80,590,581—48,929,325

(1)Reflects the aggregate number of restricted stock units granted under our 2019 Equity Incentive Plan and outstanding as of December 31, 2024.

(2)The aggregate number of shares of common stock available under our 2019 Equity Incentive Plan is increased, on the first day of each fiscal year, by a number of shares of common stock equal to the positive difference, if any, between (x) 15% of the number of diluted shares of common stock outstanding at the close of business on the last day of the immediately preceding fiscal year minus (y) the number of shares of common stock available for issuance in respect of outstanding awards and the grant of future awards, in each case, under our 2019 Equity Incentive Plan as of the last day of such year, unless the Administrator in its sole discretion should decide to increase the number of shares of common stock available under the plan by a lesser amount on any such date. We have filed registration statements on Form S-8 under the Securities Act to register shares of common stock covered by our Equity Incentive Plans. Accordingly, upon issuance pursuant to our 2019 Equity Incentive Plan, these shares of common stock will be available for sale in the open market.

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