KKR & Co. 2025 10-K Annual Report
KKR · CIK 1404912 · Form 10-K · Fiscal year ended December 31, 2025 · Filed February 27, 2026
24 sections, 1470K characters. Original on sec.gov · Markdown · JSON
Risk FactorsBusinessMD&AFinancial StatementsWhat changed vs 2024
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Transition period from to .
Commission File Number 001-34820

KKR & CO. INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 88-1203639 | |
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
30 Hudson Yards
New York**,** New York 10001
Telephone: (212) 750-8300
(Address, zip code, and telephone number, including
area code, of registrant's principal executive office.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock | KKR | New York Stock Exchange |
| 6.25% Series D Mandatory Convertible Preferred Stock | KKR PR D | New York Stock Exchange |
| 4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC | KKRS | New York Stock Exchange |
| 6.875% Subordinated Notes due 2065 | KKRT | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required to submit such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements. □
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to § 240.10D-1(b). □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of common stock of the registrant held by non-affiliates as of June 30, 2025, was approximately $91.1 billion. As of February 24, 2026, the registrant had
891,550,894 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
KKR & CO. INC.
FORM 10-K
For the Year Ended December 31, 2025
INDEX
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which reflect our current views with respect to, among other things, our operations and financial performance. You can
identify these forward-looking statements by the use of words such as "outlook," "believe," "think," "expect," "potential,"
"continue," "may," "should," "seek," "approximately," "predict," "intend," "will," "plan," "estimate," "anticipate," “visibility,”
“positioned,” “path to,” “conviction,” the negative version of these words, other comparable words or other statements that
do not relate strictly to historical or factual matters. Without limiting the foregoing, forward-looking statements may include
statements regarding KKR’s business, financial condition, liquidity and results of operations, including capital invested,
uncalled commitments, cash and short-term investments, and levels of indebtedness; the potential for future business
growth; outstanding shares of common stock of KKR & Co. Inc. and its capital structure; non-GAAP and segment measures and
performance metrics, including assets under management (“AUM”), fee paying assets under management (“FPAUM”),
Adjusted Net Income, Total Operating Earnings, Total Segment Earnings, Fee Related Earnings ("FRE"), Insurance Operating
Earnings, Strategic Holdings Operating Earnings, Total Investing Earnings, and Total Segment Earnings; the declaration and
payment of dividends on capital stock of KKR & Co. Inc.; the timing, manner and volume of repurchase of shares of common
stock of KKR & Co. Inc.; our statements regarding the potential of, and future financial results from, KKR’s Strategic Holdings
segment, including expectations about dividend payments and earnings from companies and businesses in the Strategic
Holdings segment in the future, the future growth of such companies and businesses, and the potential for compounding
earnings over a longer period of time from such segment; KKR’s ability to grow its AUM, to deploy capital, to realize
unrealized investment appreciation, and the time period over which such events may occur; KKR’s ability to manage the
investments in and operations of acquired companies and businesses; the effects of any transactional activity on KKR’s
operating results, including pending sales of investments; expansion and growth opportunities and other synergies resulting
from acquisitions of companies, including the acquisition of Arctos Partners and businesses in our Strategic Holdings
segment), internal reorganizations or strategic partnerships with third parties; the timing and expected impact to our business
of any new investment fund, vehicle or product launches; the timing and completion of certain transactions contemplated by
the Reorganization Agreement entered into on October 8, 2021 by KKR & Co. Inc.; the implementation or execution of, or
results from, any strategic initiatives, including efforts to distribute financial products to individual investors; the modification
of our compensation framework announced on November 29, 2023, which decreased the targeted percentage of
compensation from fee related revenues and increased the targeted percentage from realized carried interest and certain
incentive fees; and our insurance business's strategic initiatives to invest more into non-yielding or lower-yield assets classes
like private equity and real assets, expand outside the United States, and raise more third-party co-investment insurance
capital. Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important
factors that could cause actual outcomes or results to differ materially from those indicated in these statements or cause the
anticipated benefits and synergies from transactions to not be realized. We believe these factors include those described in
the section entitled "Risk Factors" in this Annual Report on Form 10-K for the year ended December 31, 2025 (our "report").
These factors should be read in conjunction with the other cautionary statements that are included in this report and in our
other filings with the U.S. Securities and Exchange Commission ("SEC"). We do not undertake any obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except
as required by law.
CERTAIN TERMS USED IN THIS REPORT
In this report, references to "KKR," "we," "us," and "our" refer to KKR & Co. Inc. and its subsidiaries, including The Global
Atlantic Financial Group LLC ("TGAFG" and, together with its insurance companies and other subsidiaries, "Global Atlantic"),
unless the context requires otherwise.
References to the “Series I preferred stockholder” or “KKR Management” are to KKR Management LLP, the holder of the
sole outstanding share of our Series I preferred stock. KKR Management is owned by our senior employees, including Mr.
Henry Kravis and Mr. George Roberts (our "Co-Founders"). References to “carry pool participants” are to our current and
former employees who hold interests in our “carry pool,” which refers to the carried interest generated by KKR’s business that
is allocated to KKR Associates Holdings L.P. (“Associates Holdings”), in which carry pool participants are limited partners.
Associates Holdings is currently not a subsidiary of KKR & Co. Inc.
KKR Group Partnership L.P. ("KKR Group Partnership") is the intermediate holding company that owns the entirety of
KKR’s business. Unless otherwise indicated, references to equity interests in KKR’s business, or to percentage interests in
KKR’s business, reflect the aggregate equity interests in KKR Group Partnership, and are net of amounts that have been
allocated to carry pool participants and any other holders of minority interests in KKR Group Partnership. References to a
“KKR Group Partnership Unit” refer to one Class A partner interest in KKR Group Partnership for periods on and after January
1, 2020. “Exchangeable securities” refers to securities that have the right to acquire KKR Group Partnership Units and to
exchange them for our shares of common stock. As of the date of this report, our only outstanding exchangeable securities
are (i) restricted holdings units issued through KKR Holdings II L.P. ("KKR Holdings II"), which are issued under the Amended
and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the "2019 Equity Incentive Plan"), and (ii) restricted holdings units
issued through KKR Holdings III L.P. ("KKR Holdings III"), which are not issued under the 2019 Equity Incentive Plan. In the
future, we may issue securities other than restricted holdings units that may constitute exchangeable securities.
On October 8, 2021, KKR entered into a Reorganization Agreement (the "Reorganization Agreement") with KKR Holdings
L.P. (“KKR Holdings”), KKR Management, Associates Holdings, and the other parties thereto. Pursuant to the Reorganization
Agreement, the parties agreed to undertake a series of integrated transactions to effect a number of transformative structural
and governance changes, including (a) the acquisition by KKR of KKR Holdings and all of the KKR Group Partnership Units held
by it (which as noted below was completed), (b) the future elimination of voting control by KKR Management and the Series I
preferred stock held by it, (c) the future establishment of voting rights for all common stock on a one vote per share basis,
including with respect to the election of directors, and (d) the future control of the carry pool by KKR. On May 31, 2022, KKR
completed the acquisition of KKR Holdings and the 258.3 million KKR Group Partnership Units held by it, and in exchange KKR
issued and delivered 266.8 million shares of common stock to the limited partners of KKR Holdings. On the "Sunset
Date" (which will occur no later than December 31, 2026), KKR will cancel the Series I preferred stock, establish voting rights
for all common stock on a one vote per share basis, and acquire control of the carry pool. For more information about the
Reorganization Agreement, see Note 1 "Organization" in our financial statements included in this report.
KKR’s asset management business is conducted by Kohlberg Kravis Roberts & Co. L.P. and various other subsidiaries of
KKR & Co. Inc. other than Global Atlantic. KKR’s insurance business is operated by Global Atlantic, in which KKR acquired a
majority controlling interest on February 1, 2021 and of which KKR acquired all the remaining equity interests in Global
Atlantic on January 2, 2024 (the “2024 GA Acquisition”). KJR Management ("KJRM") is a Japanese real estate asset manager,
which KKR acquired on April 28, 2022.
References to our "funds," "vehicles," or "investment vehicles" refer to a wide array of investment funds, vehicles, and
accounts that are advised, managed, or sponsored by one or more subsidiaries of KKR, including collateralized loan obligations
("CLOs"), certain operating companies, and business development companies (each, a "BDC"), unless the context requires
otherwise. These references do not include the investment funds, vehicles, or accounts of any hedge fund partnership or any
other third-party asset manager with which we have formed a strategic partnership or have acquired a minority ownership
interest. Unless the context requires otherwise, references to “fund investors” or "investors in our investment vehicles" refers
to the third-party investors in these funds and investment vehicles. References to “strategic investor partnerships” refers to
separately managed accounts with certain investors, which typically have investment periods longer than our traditional
funds and typically provide for investments across different investment strategies. References to “hedge fund partnerships”
refers to strategic partnerships with third-party hedge fund managers in which KKR owns a minority stake.
Unless otherwise indicated, references in this report to our outstanding common stock on a fully exchanged and diluted
basis reflect (i) actual shares of common stock outstanding, (ii) shares of common stock issuable pursuant to equity awards
actually granted pursuant to the 2019 Equity Incentive Plan, and (iii) shares of common stock issuable from exchangeable
securities, including vested partnership interests in KKR Holdings III. Our outstanding common stock on a fully exchanged and
diluted basis does not include shares of common stock available for issuance pursuant to the 2019 Equity Incentive Plan for
which equity awards have not yet been granted or any shares of common stock into which all outstanding shares of Series D
Mandatory Convertible Preferred Stock are convertible.
In this report, the term "GAAP" refers to accounting principles generally accepted in the United States of America. We
disclose certain financial measures in this report that are calculated and presented using methodologies other than in
accordance with GAAP, including Adjusted Net Income, Total Asset Management Segment Revenues, Total Segment Earnings,
Total Investing Earnings, Total Operating Earnings, FRE, and Strategic Holdings Operating Earnings. We believe that providing
these performance measures on a supplemental basis to our GAAP results is helpful to stockholders in assessing the overall
performance of KKR's businesses. These non-GAAP financial measures should not be considered as a substitute for similar
financial measures calculated in accordance with GAAP. We caution readers that these non-GAAP financial measures may
differ from the calculations of other investment managers, and as a result, may not be comparable to similar measures
presented by other investment managers. Reconciliations of these non-GAAP financial measures to the most directly
comparable financial measures calculated and presented in accordance with GAAP, where applicable, are included under
"Management's Discussion and Analysis of Financial Condition and Results of Operations—Segment Balance Sheet Measures
—Reconciliations to GAAP Measures." This report also uses the terms AUM, FPAUM, and capital invested. You should note
that our calculations of these and other operating metrics may differ from the calculations of other investment managers and,
as a result, may not be comparable to similar metrics presented by other investment managers. These non-GAAP and
operating metrics are defined in the section "Management's Discussion and Analysis of Financial Condition and Results of
Operations—Key Segment and Non-GAAP Performance Measures—Other Terms and Capital Metrics."
The use of any defined term in this report to mean more than one entity, person, security, or other item collectively is
solely for convenience of reference and in no way implies that such entities, persons, securities, or other items are one
indistinguishable group. For example, notwithstanding the use of the defined terms "KKR," "we" and "our" in this report to
refer to KKR & Co. Inc. and its subsidiaries, each subsidiary of KKR & Co. Inc. is a standalone legal entity that is separate and
distinct from KKR & Co. Inc. and any of its other subsidiaries. Any KKR entity (including any Global Atlantic entity) referenced
herein is responsible for its own financial, contractual, and legal obligations. Additionally, references to "including" are for the
purpose of illustration and shall be read to mean "including without limitation" unless the context explicitly requires
otherwise.
SUMMARY RISK FACTORS
The following is a summary of the risk factors associated with investing in our securities. You should read this summary
together with a more detailed description of these risks in the “Risk Factors” section of this report and in other filings that we
make from time to time with the SEC.
We are subject to risks related to our business, including risks involving:
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difficult market and economic conditions;
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geopolitical events, natural disasters and other similar events not within our control;
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the loss of, or misconduct by, our key personnel;
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our reliance on third parties in the operation of our business;
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disruptions in our technology infrastructure or the occurrence of other operational errors;
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effective management of our balance sheet;
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management of and access to adequate sources of liquidity;
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our capital markets activities;
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financial and enterprise risks;
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legal claims, litigations, investigations and negative publicity;
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expansion into new businesses, strategic opportunities, and investment strategies;
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operating in a highly competitive industry;
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variability in earnings and cash flow;
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contingent obligations to return carried interest;
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raising third-party capital for our investment vehicles, insurance business and transactions;
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raising capital from institutional investors;
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the sale of financial products to individual investors;
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possible reductions or other changes to perpetual capital;
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actions of our portfolio companies;
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changes in tax laws;
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impact of artificial intelligence;
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cybersecurity failures and data security breaches; and
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sustainability matters.
We are subject to risks related to regulatory matters, including risks involving:
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compliance with complex, extensive and evolving laws;
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adverse regulatory actions;
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our regulatory registrations or licenses;
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changes in the regulatory frameworks applicable to our business;
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availability of regulatory exemptions or exclusions;
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distributing financial products to individual investors;
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regulations impacting the insurance industry and insurance companies owned by alternative asset managers;
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laws and regulations applicable to our extensive global investment activities;
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compliance with investment-related and competition laws;
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compliance with financial crime laws;
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compliance with ERISA exemptions;
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sustainability-related laws and disclosure requirements; and
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privacy, data protection, cybersecurity, and artificial intelligence laws.
We are subject to risks related to our investment activities, including risks involving:
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historical returns not being indicative of future results;
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conditions and events not in our control that may significantly impact valuations of our investments;
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investments in illiquid assets and uncertainty in valuations of illiquid investments;
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investments that involve unique business, regulatory, legal, tax or other complexities;
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use of leverage in investment activities;
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limitations in the due diligence process;
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investments in real assets, including real estate, infrastructure and energy assets;
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investments in companies and assets outside of the United States;
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conflicts of interest arising from our investment activities; and
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our third-party investors failing to fund their capital calls.
We are subject to risks related to our insurance activities, including risks involving:
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operating in highly competitive markets;
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identifying and managing significant growth opportunities for our insurance business;
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our ability to source successful reinsurance transactions;
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volatility in market and economic conditions;
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disruptions to our third-party distribution network for our insurance products;
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differences in assumptions and estimates used for our insurance business from our actual results;
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possible downgrades to financial strength or credit ratings of our insurance subsidiaries;
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ceding business to reinsurers as well as business ceded to us;
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changes in tax laws applicable to our insurance subsidiaries;
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comprehensive regulations (and potential changes and additions) applicable to our insurance business;
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capital regulations applicable to our insurance subsidiaries;
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regulatory and reputational considerations under the Bermuda insurance and reinsurance regulatory framework; and
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a failure to comply with statutory accounting rules.
We are subject to risks related to our organizational structure, including risks involving:
- the Series I preferred stockholder’s significant voting power, and potential conflicts of interest with the Series I
preferred stockholder, until the Sunset Date;
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exemptions as a “controlled company” from NYSE corporate governance requirements;
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provisions in our charter limiting the duties and liability of the Series I preferred stockholder;
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the exclusive forum provision included in our charter;
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limitations on our ability to pay periodic dividends;
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potential application of restrictions under the Investment Company Act of 1940;
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actions taken to implement the reorganization transactions that must occur by the Sunset Date; and
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anti-takeover provisions in our organizational documents.
PART I
Item 1. BUSINESS
Overview
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance
solutions. We aim to generate attractive investment returns by following a patient and disciplined investment approach,
employing world-class people, and supporting growth in our portfolio companies and communities.
Founded in 1976, KKR pioneered the leveraged buyout strategy and has been a leader of the private equity industry for
five decades. Since the inception of our firm, we have expanded our investment strategies and product offerings from
traditional private equity to other alternative asset classes such as leveraged credit, alternative credit, infrastructure, real
estate, energy, growth equity, and core private equity. Over the same period, we scaled from being a U.S.-focused firm to a
global operation with 36 offices around the world as of December 31, 2025. Our business further expanded with the
acquisition of Global Atlantic in 2021, which today conducts our insurance business providing retirement and life insurance
solutions. As of December 31, 2025, we managed $744 billion of assets under management, of which $219 billion comes from
Global Atlantic.
| 50 Years | $744 billion in AUM | ~4,200 employees | Multi-asset experience | 36 global offices | ||||
| of investment experience | across Credit and Liquid Strategies ($322 bn), Private Equity ($229 bn) & Real Assets ($192 bn) | ~2,700 Asset Management ~1,500 Insurance | across credit, private equity and real assets | across 4 continents serving local markets |
Note: The employee and office metrics exclude approximately 800 additional employees who sit within a subsidiary organization and who are located at other
offices. See the “Human Capital” section for more information.
We have a pre-eminent global integrated platform for sourcing and originating investments, raising capital, and carrying
out capital markets activities. Our experienced and diverse team of approximately 4,200 employees across asset management
and insurance, together with an additional approximately 800 employees across our subsidiary organizations, seek to work
proactively and collaboratively across business lines, departments, and geographies to achieve what we believe are the best
investment results for our clients.
We have multi-lingual and multi-cultural investment teams with local market knowledge and significant business,
investment, and operational experience in the countries in which we invest. We believe that our global capabilities and one-
firm philosophy have been critical to our success, enabling us to raise substantial capital, realize a greater number of
investment opportunities, assist our portfolio companies in their increasing reliance on global markets and sourcing, and
diversify our business and operations. Building on these efforts and leveraging both our industry expertise and intellectual
capital has also allowed us to capitalize on a broader range of the opportunities we source.
Our three reporting segments align with the KKR business model:

Our business model of (i) Asset Management, (ii) Insurance, and (iii) Strategic Holdings corresponds to our three reporting
segments. We have purposely created a business model that we believe enables us to grow long-term, durable, recurring
earnings with a focus on large addressable markets where we can be an industry leader. Importantly, these pieces were built
to leverage our core strengths as a firm: investing acumen, capital allocation expertise and our collaborative culture.
Business Segments
Asset Management
In Asset Management, we have five business lines: (i) Private Equity, (ii) Real Assets, (iii) Credit and Liquid Strategies, (iv)
Capital Markets, and (v) Principal Activities.
Our Assets Under Management have grown and diversified in the last 15 years across Private Equity, Real Assets, and
Credit and Liquid Strategies as illustrated on the following chart. KKR has evolved from a relatively US-centric and traditional
private equity firm to a global alternative asset manager. As of December 31, 2010, our traditional Private Equity strategy
represented over 70% of our total AUM. As of December 31, 2025, traditional Private Equity was less than 25% of our total
AUM.
Assets Under Management ($ in billions):




Liquid Strategies
Alternative Credit
Credit and Liquid
Strategies
$322

+18%
CAGR
Leveraged Credit

Real Estate
Real Assets
$192
Infrastructure &
Energy

Growth Equity
Core Private Equity
Private Equity
$229
Traditional Private
Equity

As an asset management firm, we earn recurring management fees and fee-related performance revenues for providing
investment management services and expertise to our institutional and individual investors who entrust us with their capital.
The amount of fees we charge for managing these assets depends on the underlying investment strategy, liquidity profile, and
ultimately our ability to generate attractive investment returns for our clients.
| Growth and diversification of management fees: | ||
| Management Fees Last Five Years ($ in billions) | 2025 Management Fees |


$4.1 billion
We earn transaction fees for providing capital markets services as a broker-dealer, and we also earn transaction and
monitoring fees as part of the management of our portfolio companies.
Carried interest that we receive from our investment vehicles entitles us to a specified percentage of investment gains
that are generated on third-party capital that is invested. We earn investment income by investing our own capital alongside
investors in our funds and other investment vehicles and from other assets we own on our balance sheet.
Operating expenses, which include occupancy expenses and other typical operating expenses, are shared across a single
expense pool given the collaborative nature of our five business lines within Asset Management.
Our investment teams have deep industry knowledge and can utilize a substantial and diversified capital base; an
integrated global investment platform; the expertise of operating professionals and advisors; and a worldwide network of
business relationships that provide a significant source of investment opportunities, specialized knowledge for due diligence,
and substantial resources for creating value for stakeholders. These teams invest capital, much of which is long duration,
which provides us with significant flexibility to grow investments and be selective with exit opportunities. As of December 31,
2025, approximately 92% of our AUM consists of cap
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Item 1A. RISK FACTORS
You should carefully consider the risks described below and the other information contained in this report and other
filings that we make from time to time with the SEC, including our consolidated financial statements and accompanying notes.
Any of the following risks could materially and adversely affect our business, financial condition, results of operations, cash
flows, and prospects. Many risks discussed in this report also impact our investment vehicles, portfolio companies and other
investments, including balance sheet investments, which may, in turn, materially and adversely impact KKR. When discussing
our risks in this report, unless the context requires otherwise, references to (i) our investments include our portfolio
companies, which are typically companies in which we have a controlling equity interest or other investment with significant
influence, (ii) investors refers to the investors in our funds and other investment vehicles, and (iii) investments that we make
or own on our balance sheet include the portfolio companies reported in our Strategic Holdings segment and investments
held by our insurance subsidiaries. We could also be materially and adversely affected by other risks that are not known to us
or that we currently believe to be immaterial. The following risk factors have been organized by category within risks related
to our business, regulatory framework, investment activities, insurance activities, and our organizational structure; however,
many of the risks are interrelated, and as a result, should be read together to fully understand the risks involved with
investing in our securities. See also “Business—Regulation” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” for a discussion of certain business, competitive, regulatory, market, economic and
other conditions that may materially and adversely affect us.
Risks Related to Our Business
Difficult market and economic conditions can, and periodically do, materially and adversely affect KKR.
Our business is materially affected by market and economic conditions and events throughout the world, including
conditions relating to interest rates, fiscal and monetary stimulus (and stimulus withdrawal), availability of credit, inflation
rates, economic growth, changes in laws, trade barriers, commodity prices, foreign exchange rates and controls, and liquidity
conditions in equity and debt capital markets. These market and economic conditions are not in our control and are often
difficult, if not impossible, to predict, manage, mitigate, hedge or foresee. Examples of how market and economic conditions
may materially and adversely affect our business and financial results include negative impacts to us from any or all of the
following:
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the performance and value of the investments held by us and our investment vehicles,
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opportunities for us and our investment vehicles to make, exit and realize value from our and their investments,
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our ability to find suitable investments or secure financing for investments on attractive terms, or at all,
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the attractiveness of our investment vehicles and insurance products to investors and policyholders, respectively,
including our ability to raise capital for new or successor funds and other investment vehicles on attractive terms,
- the frequency and size of fees generated from our capital markets business in connection with the issuance and
placement of equity and debt securities, loans and credit facilities,
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the availability and cost of capital for our insurance subsidiaries and our investment vehicles’ portfolio companies,
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policyholder behavior, including policyholders electing to defer paying insurance premiums, stop paying insurance
premiums altogether, or surrender their policies, and
- the cost of providing guaranteed insurance benefits, insurance capital requirements and collateral requirements.
See also “—Risks Related to our Investment Activities—Various conditions and events outside of our control that are
difficult to quantify or predict may have a significant impact on the valuation of our investments” below.
Global, regional and local events outside of our control, including geopolitical events and natural
disasters, could materially and adversely impact KKR.
We are a global financial institution with operations, investors and investments located around the world. Geopolitical
developments, including the imposition of protectionist measures by countries such as sanctions, restrictions on foreign direct
investment, trade barriers, tariffs, export controls and other governmental actions related to international trade agreements
and policies that materially constrain cross-border flows of capital, goods, or data, may impact our investment activities and
investments. In addition, other geopolitical developments such as political instability, civil unrest, and national and
international security events (including the outbreak of war, military action, terrorist acts or other hostilities), can, and
occasionally do, materially and adversely impact our ability to conduct our investment management and insurance
businesses, in addition to our investments. These risks have increased in both scale and complexity due to intensifying
geopolitical competition and conflicts, including the ongoing Russian invasion of Ukraine, instability in the Middle East,
heightened geopolitical competition between China and other major world economies, heightened levels of political populism
leading to regulatory volatility, growing use of industrial policy globally (including the imposition of tariffs and other trade and
capital barriers), and increased attention to global threats. We are subject to these risks as we own and seek to own
businesses throughout the world, have offices and employees in multiple countries and seek investors throughout the world
for our investment products and certain of our insurance products.
We are also affected by natural disasters or catastrophes, such as public health crises, pandemics, epidemics, security
events, and weather events, any of which could have an adverse impact on our ability to conduct our investment
management and insurance businesses. Potential changes in climatic conditions, together with the response or failure to
respond to these changes, could precipitate the frequency, severity, and impact of natural disasters or catastrophes.
Such events outside of our control could limit or even materially prohibit our ability to conduct any operations or
investment activities in certain locations. In addition, claims arising from the occurrence of such events could have an adverse
effect on our insurance activities, in particular with respect to increases in the number of claims, lapses and surrenders of
existing policies, as well as sales of new policies. These events outside of our control, and actions taken in response to them,
may contribute to significant volatility in the financial markets, resulting in increased volatility in equity prices (including our
common stock), valuation, material interest rate changes, supply chain disruptions, such as simultaneous supply and demand
shock to global, regional and national economies, and an increase in inflationary pressures. These events and the disruptions
that they cause, alone or in combination, also have the potential to strain or deplete our infrastructure and response
capabilities generally, and to increase costs, including costs of insurance, each of which could materially and adversely affect
us. See also “—Risks Related to Our Investment Activities—Investments in real assets may expose us and our investment
vehicles to greater risks, liabilities and operational complexities than investments in operating companies.”
We may have direct investments in a region or a country that is experiencing one of the aforementioned events, and
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Cybersecurity Governance
KKR’s Chief Information Security Officer (the “KKR CISO”) leads an information security team (the “KKR information
security team”) whose responsibilities include securing data from unauthorized use or access. The cybersecurity strategy and
program at KKR includes, among other things, annual employee training about cybersecurity risks and new employee
onboarding about KKR’s security policies.
Prior to joining KKR, KKR’s CISO was the CISO at another large financial institution where he was responsible for their
global information security program. KKR’s CISO also has prior experience in various information security roles, including
security architecture, application security, engineering and operations. He holds a Bachelor of Science in computer science
from the New York University Polytechnic School of Engineering, is a Certified Information Systems Security Professional
(CISSP) and holds a Series 99 – Operations Professional Exam certification.
The KKR CISO is a member of the firm’s Operational Risk Committee. The Operational Risk Committee is comprised of
senior employees from across our firm. The committee focuses on significant operating and business risks, which includes
among others, regulatory, cybersecurity, operational, geopolitical, and reputational risks, and is responsible for ensuring risks
are identified, assessed, managed and mitigated effectively in the cybersecurity risk management environment for KKR, which
includes identifying and monitoring KKR’s technology risks, including those related to information security, business
disruption, fraud and privacy related risks, and also promoting cybersecurity awareness at the firm. The Operational Risk
Committee reports to KKR’s Risk and Operations Committee, which is comprised of senior employees from across our asset
management and insurance businesses and operating functions. KKR's Risk and Operations Committee includes our Chief
Financial Officer, Chief Legal Officer and General Counsel, and Chief Compliance Officer. At least annually, management will
present to the Audit Committee and the Risk Committee of our Board of Directors on various topics relating to KKR's
technology risks, including KKR’s cybersecurity program, the current cybersecurity threat landscape, and risk management.
Cybersecurity Risk Management and Strategy
KKR has a cybersecurity incident response plan, which was developed taking into account industry standard guidance
provided by institutes such as the National Institute of Standards and Technology. This plan is a key component of the
cybersecurity program, which is generally incorporated within our enterprise risk management framework. The KKR CISO and
KKR’s Chief Compliance Officer co-chair a cybersecurity incident response team (“KKR CIRT”), which aims to manage and
mitigate the risk and impact of cybersecurity breach events at KKR, including those arising from third-party service providers,
including those providers that have access to KKR’s customer and employee data. Cybersecurity considerations affect the
selection and oversight of our third-party service providers. We perform cybersecurity-related diligence on third parties that
have access to our systems, data or facilities.
In addition to the KKR CISO and our Chief Compliance Officer, the KKR CIRT includes members of the firm’s legal,
technology, compliance, risk, public affairs, human capital and finance groups. KKR has established a notification decision
framework to determine when the KKR CIRT will provide notifications regarding certain cybersecurity incidents, with different
severity thresholds triggering notifications to different recipient groups, including the Risk and Operations Committee, senior
members of management, and our Board of Directors or its committees.
The KKR information security team undertakes a variety of measures to monitor and manage the cybersecurity risks of
KKR. Our technology platforms and applications are designed to enable us to monitor user and network behavior at KKR,
identify threats using certain analytics, and mitigate attacks across various layers of the enterprise. The KKR information
security team conducts regular internal and external audits with third-party cybersecurity experts to identify and evaluate
potential weaknesses in our cybersecurity systems. In addition, the KKR information security team conducts periodic phishing
simulations, as well as periodic employee training on KKR’s security policies and controls and provides other security training
as part of new employee onboarding.
As of the date of this filing, we do not believe that our business strategy, results of operations or financial conditions have
been materially affected by any cybersecurity incidents for the period covered by this report. However, institutions like us, as
well as our employees, service providers and other third parties, have experienced information security and cybersecurity
attacks in the past and will likely continue to be the target of increasingly sophisticated cyber actors. For a discussion of how
risks from cybersecurity threats may affect us, see "Part 1 Item 1A. Risk Factors—"Risks Related to Our Business—
Cybersecurity failures and data security breaches could have a material adverse impact on our businesses.”
Item 2. PROPERTIES
Our principal executive office is located at 30 Hudson Yards, New York, New York. We also lease space for our other
offices in North America, Europe, the Middle East, and Asia-Pacific. We consider these facilities to be suitable and adequate
for the management and operations of our business.
Item 3. LEGAL PROCEEDINGS.
For a discussion of KKR's legal proceedings, see the section entitled "Legal Proceedings" appearing in Note 24
"Commitments and Contingencies" in our financial statements included elsewhere in this report, which is incorporated herein
by reference.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
Shares of our common stock are listed on the NYSE under the symbol "KKR."
The number of holders of record of our common stock as of February 24, 2026 was 39. This does not include the number
of stockholders that hold shares in "street-name" through banks or broker-dealers.
Dividend Policy
Under our current dividend policy for common stock that we announced on February 5, 2026, we expect to pay our
common stockholders an annualized dividend of $0.78 per share of common stock, equal to a quarterly dividend of $0.195
per share of common stock, beginning with the dividend expected to be declared with respect to the first quarter of 2026. On
February 5, 2026, we declared a regular dividend of $0.185 per share of common stock under our prior dividend policy for the
three months ended December 31, 2025, payable on March 3, 2026 to common stockholders of record as of the close of
business on February 17, 2026.
Because we make our investment in our business through a holding company structure and the applicable holding
companies do not own any material cash-generating assets other than their direct and indirect holdings in KKR Group
Partnership Units, dividends are expected to be funded in the following manner:
- KKR Group Partnership will make distributions to holders of KKR Group Partnership Units, which consists of our
wholly-owned corporate subsidiaries (one of which, KKR Group Holdings Corp., acts as the general partner of KKR
Group Partnership), KKR Holdings II and KKR Holdings III, in proportion to their percentage interests in KKR Group
Partnership;
- Second, our wholly-owned corporate subsidiaries will distribute to us the amount of any distributions that they
receive from KKR Group Partnership, after deducting any applicable taxes; and
- Third, we will distribute to holders of our common stock and Series D Mandatory Convertible Preferred Stock the
amount of dividends declared by our Board of Directors from the distributions that we receive from our wholly-
owned corporate subsidiaries.
The limited partnership agreement of KKR Group Partnership provides for cash distributions, which are referred to as
"tax distributions," to the partners of the partnership if we determine that the taxable income of the partnership will give rise
to taxable income for its partners, including holders of restricted holdings units who are limited partners of KKR Holdings II
and KKR Holdings III. KKR Group Partnership may make tax distributions in the future, from time to time, to provide
distributions to pay for any U.S. or non-U.S. tax liabilities of the partners of KKR Holdings II and KKR Holdings III.
The declaration and payment of any dividends to holders of our common stock, holders of our Series D Convertible
Preferred Stockholders, or holders of any preferred stock which may be issued in the future 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. Furthermore, the declaration and payment of distributions and dividends is subject to
legal, contractual and regulatory restrictions on the payment of dividends and distributions by us or our subsidiaries, including
restrictions contained in our debt agreements, the terms of our preferred stock and such other factors as the Board of
Directors considers relevant including, among others: our available cash and current and anticipated cash needs, including
funding of investment commitments and debt service and future debt repayment obligations; general economic and business
conditions; our strategic plans and prospects; our results of operations and financial condition; and our capital requirements.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity—Sources of
Liquidity." In addition, under Section 170 of the Delaware General Corporation Law (“DGCL”), our Board of Directors may only
declare and pay dividends either out of our surplus (as defined in DGCL) or in case there is no such surplus, out of our net
profits.
Share Repurchases in the Fourth Quarter of 2025
Under our current share repurchase program, KKR is authorized to repurchase its common stock from time to time in
open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price, and amount of any
common stock repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal
requirements, price, and economic and market conditions. KKR expects that the program, which has no expiration date, will
continue to be in effect until the maximum approved dollar amount has been used. The program does not require KKR to
repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified, or
discontinued at any time. In addition to the repurchases of common stock described above, the repurchase program is used
for the retirement (by cash settlement or the payment of tax withholding amounts upon net settlement) of equity awards
issued pursuant to our Equity Incentive Plan representing the right to receive shares of common stock.
As of January 30, 2026, there is approximately $439 million remaining under KKR's share repurchase program.
The table below sets forth the information with respect to repurchases made by or on behalf of KKR & Co. Inc. or any
"affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock for the periods
presented. During the fourth quarter of 2025, no shares of common stock were repurchased, and 141,119 equity awards
were retired.
| Issuer Purchases of Common Stock | |||||||
| (amounts in thousands, except share and per share amounts) | |||||||
| Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | ||||
| Month #1 (October 1, 2025 to October 31, 2025) | — | $— | — | $439,640 | |||
| Month #2 (November 1, 2025 to November 30, 2025) | — | $— | — | $439,236 | |||
| Month #3 (December 1, 2025 to December 31, 2025) | — | $— | — | $439,186 | |||
| Total through December 31, 2025 | — | — | $439,186 | ||||
(1)As previously announced in April 2024, the share repurchase program was amended such that when the remaining available amount under the share
repurchase program becomes $50 million or less (the “Share Repurchase Program Increase Threshold”), the total available amount under the share
repurchase program would automatically add an additional $500 million to the then remaining available amount of $50 million or less. The Share
Repurchase Program Increase Threshold was reached during the second quarter of 2025, and the share repurchase program total available amount
increased by $500 million. Any additional increases to this remaining available amount would require a separate approval by the Board of Directors of KKR
& Co. Inc.
Item 6. [Reserved]
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the consolidated financial statements of KKR &
Co. Inc., together with its consolidated subsidiaries, and the related notes included elsewhere in this report. In addition, this
discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including those
described under "Cautionary Note Regarding Forward-looking Statements" and "Risk Factors." Actual results may differ
materially from those contained in any forward-looking statements.
Business Environment
Our asset management, insurance, and strategic holdings segments are affected by the various market and economic
conditions of the various countries and regions in which we operate. Market and economic conditions are expected to
continue to have a substantial impact on our financial condition, results of operations, and our business in various ways that
we are unable to control, including our ability to make new investments, the valuations of the investments we manage, the
amount of investment proceeds we realize when we exit our investments, the timing for such realization activity, our ability to
fundraise or to sell our various investment and insurance products and services, and the level of our capital markets activities,
as discussed in the "Risk Factors" section of this report.
In 2025, the United States continued to experience economic growth while also continuing to experience inflation in
excess of the U.S. Federal Reserve Board’s 2.0% target rate. The U.S. Federal Reserve Board lowered the target range for the
federal funds rate three times in 2025, including two reductions in the fourth quarter, that brought the target range to
3.50-3.75%. The U.S. Federal Reserve Board in connection with its fourth quarter rate reductions noted that the reduction was
in response to the slowdown in the labor market; however, they maintained a cautious stance as inflation remained
somewhat elevated and above its long-run target.
Real gross domestic product (“GDP”) growth in the Eurozone in 2025 was moderately positive. The European Central
Bank lowered the deposit rate four times in the first half of 2025 to 2.00% as part of a broader easing cycle in response to
downward revisions to inflation expectations. The European Central Bank subsequently held the deposit rate unchanged for
the remainder of 2025 as Eurozone core inflation slowed compared to 2024 and remained close to the European Central
Bank’s 2% medium-term target.
In Asia, Japan’s economy reaccelerated in 2025, supported by resilient exports and consumer spending. The Bank of
Japan continued its gradual monetary policy normalization during 2025, including an increase in its policy rate from 0.25% to
0.75%. In China, the economy grew in 2025 but continued to face significant headwinds, including weak domestic demand,
ongoing contraction in the property sector, and uncertainty relating to ongoing trade tensions with the United States as
discussed further below.
Several key economic indicators in the United States and in other countries and regions in which we operate include:
- GDP.** In the United States, real GDP expanded by 2.2% for the year ended December 31, 2025, compared to an
expansion of 2.8% for the year ended December 31, 2024. Eurozone real GDP is estimated to have expanded by 1.4%
for the year ended December 31, 2025, up from 0.9% expansion for the year ended December 31, 2024. In Japan,
real GDP expanded by 1.1% for the year ended December 31, 2025, up from a 0.2% contraction for the year ended
December 31, 2024. Real GDP in China expanded 5.0% for the year ended December 31, 2025, unchanged from 5.0%
growth reported for the year ended December 31, 2024
- Interest Rates.** The target federal funds rate set by the U.S. Federal Reserve Board was 3.625% as of December 31,
2025, down from 4.375% as of December 31, 2024. The benchmark short-term interest rate set by the European
Central Bank was 2.0% as of December 31, 2025, down from 3.00% as of December 31, 2024. The benchmark short-
term interest rate set by the Bank of Japan was 0.75% as of December 31, 2025, up from 0.25% as of December 31,
- The benchmark interest rate set by The People’s Bank of China was 3.0% as of December 31, 2025, down from
3.10% as of December 31, 2024.
- Inflation.** The U.S. core consumer price index rose 2.6% on a year-over-year basis as of December 31, 2025, down
from 3.2% on a year-over-year basis as of December 31, 2024. Eurozone core inflation was 2.3% as of December 31,
2025, down from 2.7% as of December 31, 2024. In Japan, core inflation rose 1.5% on a year-over-year basis as of
December 31, 2025, down from 1.6% on a year-over-year basis as of December 31, 2024. Core inflation in China was
1.2% on a year-over-year basis as of December 31, 2025, up from 0.4% as of December 31, 2024.
- Unemployment.** The U.S. unemployment rate was 4.4% as of December 31, 2025, up from 4.1% as of December 31,
- Eurozone unemployment was 6.3% as of December 31, 2025, unchanged from 6.3% as of December 31, 2024.
The unemployment rate in Japan was 2.6% as of December 31, 2025, up from 2.5% as of December 31, 2024. The
unemployment rate in China was 5.2% as of December 31, 2025, substantially unchanged from 5.1% as of December
31, 2024.
In 2025, the United States equity markets appreciated on a year-over-year basis, with varying volatility throughout the
year, and the U.S. 10-year benchmark treasury yield also fluctuated throughout the year to end at a rate lower at year-end
than at the prior year-end of 2024. Short term interest rates fell as the Federal Reserve lowered benchmark interest rates.
European, Japanese and Chinese equity markets all appreciated on a year-over-year basis.
Several key financial market indicators in the United States and in other countries and regions in which we operate
include:
- Equity Markets.** For the year ended December 31, 2025, the S&P 500 was up 17.9%, the MSCI Europe Index was up
36.3%, the MSCI Asia Pacific Index was up 28.7% and the MSCI World Index was up 21.6% in U.S. dollar terms, on a
total return basis including dividends. Equity market volatility as evidenced by the Chicago Board Options Exchange
Market Volatility Index (VIX), a measure of volatility, ended at 15.0 as of December 31, 2025, decreasing from 17.4 as
of December 31, 2024.
- Credit Markets.** During the year ended December 31, 2025, U.S. investment grade corporate bond spreads (BofA
Merrill Lynch US Corporate Index) tightened by 3 basis points. The non-investment grade credit indices were up
during the year ended December 31, 2025, with the S&P/LSTA Leveraged Loan Index up 5.9% and the BofAML HY
Master II Index up 8.5%. During the year ended December 31, 2025, the 10-year government bond yields fell 40 basis
points in the United States, rose 49 basis points in Germany, rose 97 basis points in Japan, fell 9 basis points in the
UK, and rose 18 basis points in China.
- Commodity Markets.** During the year ended December 31, 2025, the 3-year forward price of WTI crude oil decreased
approximately 7.6%, and the 3-year forward price of natural gas decreased from approximately $4.62 per MMBtu as
of December 31, 2024 to $4.51 per MMBtu as of December 31, 2025. The Japan spot LNG import price decreased to
approximately $11.03 per MMBtu as of December 31, 2025, from approximately $13.82 per MMBtu as of December
31, 2024.
- Foreign Exchange Rates.** For the year ended December 31, 2025, the euro rose 13.4%, the British pound rose 7.7%,
the Japanese yen rose 0.3%, and the Chinese renminbi rose 4.5%, respectively, relative to the U.S. dollar.
Beginning in March 2025 and continuing through the date of the filing of this report, the United States and countries
around the world have experienced elevated levels of market volatility and uncerta
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our exposure to market risks for KKR's asset management and strategic holdings businesses, on a GAAP basis, primarily
relates to movements in one or more of the fair value of investments, including the effect that those movements have on our
management fees, carried interest, and net gains from investment activities. Our exposure to market risks in our insurance
segment, on a GAAP basis, primarily relates to the impact of movements in such market risks on our insurance segment’s
assets, liabilities, and hedge program.
The fair value of investments may fluctuate in response to changes in the values of investments, foreign currency
exchange rates, and interest rates. Additionally, interest rate movements can adversely impact the amount of interest income
we receive on credit instruments bearing variable rates and could also impact the amount of interest that we pay on debt
obligations bearing variable rates. KKR has material exposure to market volatility in interest rates, credit spreads, and equity
prices through its insurance liabilities, many of which are structured to have exposure to market level changes, its investment
portfolio, and its hedge program. The quantitative information provided in this section was prepared using estimates and
assumptions that management believes are appropriate for purposes of evaluating the significant market risk exposures for
KKR's businesses and the impact they could have on our consolidated GAAP financial results. The actual impact of a
hypothetical adverse movement in these risks could be materially different from the amounts shown below.
The Board of Directors is responsible for oversight and the overall governance of KKR. Our Board of Directors has five
standing committees: an Audit Committee, a Risk Committee, a Conflicts Committee, a Nominating and Corporate
Governance Committee, and an Executive Committee, and they are aided by various management-level committees designed
to manage enterprise risks. For further information about KKR & Co. Inc.'s Board of Directors or its committees, see “Part III—
Item 10. Directors, Executive Officers, and Corporate Governance—Board Committees.”
Management of Enterprise Risk
Through enterprise risk management, we manage market risk and general business risks. Risk categories we monitor
include financial, insurance, tax, investment, hedge management, operational, cybersecurity, geopolitical, reputational, legal,
compliance, and regulatory risks, each within established risk limits and tolerances for our balance sheet, investment vehicles,
and investments.
Management of Market Risk
KKR has a Balance Sheet Committee consisting of senior employees, including our Co-Executive Chairmen, our Co-Chief
Executive Officers, and the Chief Financial Officer, which meets periodically to review the financial activities of KKR. Members
of the Balance Sheet Committee oversee and manage KKR's balance sheet assets and liabilities, including capital structure,
capital allocation, and liquidity. In addition, certain members of the Balance Sheet Committee through a firmwide risk
committee oversee and manage KKR’s market risks and liabilities, including investment-related liabilities, hedging activities,
and insurance risks.
Certain securities transactions by our capital markets business are subject to risk tolerance limits, regulatory capital
requirements, and the review and approval of one or more committees in compliance with rules applicable to broker-dealers
pursuant to the Exchange Act. When our capital is committed to capital markets transactions after diligence is conducted,
such transactions are subject to the review and approval of a capital markets underwriting committee. These transactions are
also subject to risk tolerance limits. The risk tolerance limits establish the level of investment we may make in a single
company or type of transaction, for example, and are designed to avoid undue concentration and risk exposure. Regulatory
capital requirements also place limits on the size of securities underwritings the capital markets business can conduct based
on quantitative measure of assets, liabilities, and certain off-balance-sheet items. Aggregate balance sheet risk and capital
deployed for transactions are monitored on an ongoing basis by or on behalf of members of the Balance Sheet Committee.
With respect to the funds and other investment vehicles through which we make investments for our fund investors, KKR
manages investment risks by subjecting transactions to the review and approval of an applicable investment committee or
portfolio manager; a portfolio management committee (or other designated senior employees) then regularly monitors these
investments. Before making an investment, investment professionals endeavor to identify risks in due diligence, evaluating,
among other things, business, financial, legal and regulatory issues, financial data, and other information relevant to a
particular investment. An investment team presents the investment and its identified risks to an investment committee or a
portfolio manager, which must approve each investment before it may be made. If an investment is made, a portfolio
management committee (or other designated senior employees) is responsible for working with our investment professionals
to monitor the investment on an ongoing basis.
We also manage market risks that relate to our insurance business through a board of directors and management team
specifically focused on Global Atlantic. For more information, see "Management of Insurance Business" below.
Management of General Business Risk
KKR has a Risk and Operations Committee comprised of senior employees from across our asset management and
insurance businesses and operating functions, and it includes our Chief Financial Officer, Chief Legal Officer and General
Counsel, Chief Compliance Officer, and other senior employees. The Risk and Operations Committee provides oversight and
management of KKR’s significant operating and business risks. This committee is aided by various other committees focused
on the oversight of risks to our business, including a Global Conflicts and Compliance Committee.
KKR’s Global Conflicts and Compliance Committee is comprised of senior employees from across our asset management
business and operations, and it includes, among others, our Chief Financial Officer, Chief Legal Officer and General Counsel,
and Chief Compliance Officer. The Global Conflicts and Compliance Committee focuses on new or potential conflicts of
interest that may arise in KKR's business, including, but not limited to, conflicts relating to specific transactions as well as
potential conflicts involving the overall activities of KKR and its various businesses. This committee also reviews and monitors
certain compliance matters.
In addition, KKR has other committees comprised of senior employees from across our business and operations that
consider potential risks to our business.
Management of Insurance Business
The oversight and governance of our insurance business is aided by a board of directors at TGAFG, which is the holding
company for our insurance business. The TGAFG board includes among its members one of our Co-Chief Executive Officers
and our Chief Financial Officer. To assist with its oversight of Global Atlantic, the TGAFG board of directors has established
various committees, including audit, risk, and special transaction review. The TGAFG Risk Committee has adopted risk
appetite principles as part of its enterprise risk management program, including endeavoring to protect policyholders by
seeking to maintain adequate capital and liquidity resources to honor our obligations to policyholders under situations
reflecting stress scenarios calibrated to the worst modern economic cycles. Global Atlantic's management-level committees
also evaluate and oversee certain risks affecting our insurance business, including Global Atlantic’s Financial Risk Committee,
Firmwide Executive Review Committee and Insurance Operating Committees, each of which consists of senior employees
from across our insurance and asset management businesses.
For a discussion of Global Atlantic's hedge program, see "—Insurance Segment Market Risks—Hedge Program" below.
Asset Management and Strategic Holdings Segment Market Risks
The following is a discussion of the significant market risk exposures for KKR's asset management and strategic holdings
businesses and the impact they could have on our consolidated GAAP financial results.
Hedge Program
To manage market risk, KKR maintains hedging programs that seek to mitigate economic impacts primarily from
movements in foreign exchange rates, interest rates, and other market variables. These hedging activities are conducted at
both the fund level and the KKR balance sheet level and vary based on the nature of the underlying exposure and investment
strategy.
With respect to foreign exchange risk, KKR is exposed to currency fluctuations primarily through non-U.S. dollar
investments held by our funds and balance sheet, as well as through foreign currency share classes offered by certain funds.
KKR generally seeks to hedge a portion of these foreign exchange exposures through currency forwards and options. Such
hedges are typically designed to reduce the volatility associated with changes in foreign exchange rates rather than to
eliminate all currency risk and may be implemented on a static or rolling basis depending on the underlying exposure.
With respect to interest rate risk, KKR is exposed primarily through portfolio company financing arrangements. At the
portfolio company level, interest rate hedging is generally intended to reduce variability in cash flows associated with floating-
rate indebtedness.
KKR is also exposed to credit and equity market risk, primarily in connection with capital markets warehousing and
syndication activities. In these contexts, KKR may enter into hedges designed to limit short-term market risks to the economic
value of such exposures, including the use of credit and equity derivatives.
From time to time, KKR also enters into hedges designed to limit the volatility associated with changes in the value of its
balance sheet investments or earnings as a result of broader market movements, including changes in interest rates, credit
spreads, or equity markets, while taking into consideration holistic economic impacts.
KKR’s hedge programs are not designed to, and may not be effective in, offsetting all impacts to net income, assets under
management, or economic values. Movements in market variables that are not explicitly hedged, as well as basis risk,
counterparty risk, liquidity constraints, and imperfect correlation between hedges and underlying exposures, may result in
volatility in KKR’s results. See “Risk Factors—Risks Related to Our Business—The failure to manage our financial and
enterprise risks could materially and adversely affect our financial condition and results of operation.”
Sensitivities
Changes in Fair Value
The majority of our investments as of December 31, 2025, are reported at fair value. Net changes in the fair value of
investments impact the net gains (losses) from investment activities in our consolidated statements of operations. Based on
investments held as of December 31, 2025, we estimate that an immediate 10% decrease in the fair value of investments
generally would result in a commensurate change in the amount of net gains (losses) from investment activities (except that
carried interest would likely be more significantly impacted), regardless of whether the investment was valued using
observable market prices or management estimates with significant unobservable pricing inputs. The impact that the
consequential decrease in investment income would have on net income attributable to KKR & Co. Inc. would generally be
significantly less than the amount described above, given that a significant portion of the change in fair value would be
attributable to noncontrolling interests and therefore we are only impacted to the extent of our carried interest and our
balance sheet investments and to a lesser extent our management fees. Because of this, the quantitative information that
follows represents the impact that a reduction to each of the income streams shown below would have on net income
attributable to KKR & Co. Inc. before income taxes. The actual impact to individual line items within the consolidated
statements of operations would differ from the amounts shown below as a result of (i) the elimination of management fees
and carried interest as a result of the consolidation of certain investment funds and CFEs and (ii) the gross-up of net gains
(losses) from investment activities, in each case as a result of the consolidation of certain investment funds and CFEs.
Based on the fair value of investments as of December 31, 2025 and December 31, 2024, we estimate that an immediate,
hypothetical 10% decline in the fair value of investments would result in declines in net income attributable to KKR & Co. Inc.
before income taxes in 2025 and 2024 from reductions in the following items, if not offset by other factors:
| December 31, 2025 | December 31, 2024 | ||||
| ($ in thousands) | Hypothetical 10% Decline in Fair Value of Investments (1) | Hypothetical 10% Decline in Fair Value of Investments (1) | |||
| Management Fees | $82,516 | (2) | $60,782 | (2) | |
| Carried Interest, Net of Carry Pool Allocation | $549,627 | (3)(4) | $442,171 | (3)(4) | |
| Net Gains/(Losses) From Investment Activities Including General Partner Capital Interest | $2,003,440 | (3) | $1,890,459 | (3) |
(1)An immediate, hypothetical 10% decline in the fair value of investments would also impact our ability to earn incentive fees. Since the majority of our
incentive fees are not subject to clawback, a 10% decline in fair value would generally result in the recognition of no incentive fees on a prospective basis
and result in lower net income relative to prior years where such incentive fees may have been earned.
(2)Represents an annualized reduction in management fees.
(3)Decrease would impact our statement of operations in a single quarter. With respect to carried interest, for purposes of this analysis the impact of
preferred returns are ignored.
(4)Effective January 2, 2024, KKR is authorized to apply a carry pool percentage in excess of the fixed percentages of up to 80% for all funds. Please see "—
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Asset
Management and Strategic Holdings" for further discussion related to the changes in our carry pool.
Management Fees
Our management fees in our Private Equity and Real Assets business lines are generally calculated based on the amount
of capital committed or invested by a fund, as described under "—Business—Our Business—Private Equity" and "—Business
—Our Business—Real Assets." Accordingly, movements in the fair value of investments do not significantly affect the amount
of fees we may charge in Private Equity and Real Assets funds.
In the case of our Credit and Liquid Strategies business line, management fees are often calculated based on the average
NAV of the fund for that particular period, although certain funds in our Credit and Liquid Strategies business line have
management fees based on the amount of capital invested. In the case of our CLO vehicles, management fees are calculated
based on the collateral of the vehicle. The collateral is based on the par value of the investments and cash on hand.
To the extent that management fees are calculated based on the NAV of the fund's investments, the amount of fees that
we may charge will increase or decrease in direct proportion to the effect of changes in the fair value of the fund's
investments. The proportion of our management fees that are based on NAV depends on the number and type of funds in
existence. For the years ended December 31, 2025 and 2024, the fund management fees that were recognized based on the
NAV of the applicable funds was approximately 20% and 18%, respectively.
Publicly Traded Securities
We and our investment vehicles hold certain investments in companies whose securities are publicly traded. The market
prices of securities may be volatile and are likely to fluctuate due to a number of factors beyond our control. These factors
include actual or anticipated fluctuations in the quarterly and annual results of such companies or of other companies in the
industries in which they operate, market perceptions concerning the availability of additional securities for sale, general
economic, social or political developments, industry conditions, changes in government regulation, shortfalls in operating
results from levels forecasted by securities analysts, the general state of the securities markets, and other material events,
such as significant management changes, re-financings, acquisitions, and dispositions. In addition, although a substantial
portion of our investments are comprised of investments in portfolio companies whose securities are not publicly traded, the
value of these privately held investments may also fluctuate as our Level III investments are valued in part using a market
comparables analysis. Consequently, due to similar factors beyond our control as described above for portfolio companies
whose securities are publicly traded, the value of these Level III investments may fluctuate with market prices. See the "Risk
Factors" section of this report and "Management's Discussion and Analysis of Financial Condition and Results of Operations—
Business Environment."
Exchange Rate Risk
Our investment vehicles and KKR's balance sheet hold investments denominated in currencies other than the U.S. dollar.
Those investments expose us and our fund investors to the risk that the value of the investments will be affected by changes
in exchange rates between the currency in which the investments are denominated and the currency in which the
investments are made. Additionally, a portion of our management fees are denominated in non-U.S. dollar currencies. Our
policy is to generally reduce these risks by employing hedging techniques, including using foreign currency options and foreign
exchange forward contracts to reduce exposure to future changes in exchange rates when a meaningful amount of capital has
been invested in currencies other than the currencies in which the investments are denominated.
Our primary exposure to exchange rate risk relates to movements in the value of exchange rates between the U.S. dollar
and other currencies in which our investments are denominated (including euros, British pounds, Japanese yen, among
others), net of the impact of foreign exchange hedging strategies. The quantitative information that follows represents the
impact that a reduction to each of the income streams shown below would have on net income attributable to KKR & Co. Inc.
before income taxes. The actual impact to individual line items within the statements of operations would differ from the
amounts shown below as a result of (i) the elimination of carried interest as a result of the consolidation of certain investment
funds and (ii) the gross-up of net gains (losses) from investment activities, in each case as a result of the consolidation of
certain investment funds and CLO vehicles.
We estimate that an immediate, hypothetical 10% decline in the exchange rates between the U.S. dollar and all of the
major foreign currencies in which our investments were denominated as of December 31, 2025 and December 31, 2024 (i.e.,
an increase in the value of the U.S. dollar against these foreign currencies) would result in declines in net income attributable
to KKR & Co. Inc. before income taxes in 2025 and 2024 from reductions in the following items, net of the impact of foreign
exchange hedging strategies, if not offset by other factors:
| December 31, 2025 | December 31, 2024 | ||||
| ($ in thousands) | Hypothetical 10% Decline in Foreign Currencies Against the U.S. Dollar (1) | Hypothetical 10% Decline in Foreign Currencies Against the U.S. Dollar (1) | |||
| Carried Interest, Net of Carry Pool Allocation | $91,218 | (2)(3) | $96,897 | (2)(3) | |
| Net Gains/(Losses) From Investment Activities Including General Partner Capital Interest | $186,175 | (2) | $241,074 | (2) |
(1)An immediate, hypothetical 10% decline in exchange rates between the U.S. dollar and all of the major foreign currencies in which our investments were
denominated would not be expected to materially impact our management fees or incentive fees. The majority of our funds in which we are entitled to
earn incentive fees are denominated in U.S. dollars. Additionally, our management fees that are denominated in non-U.S. dollar currencies are generally
hedged.
(2)Decrease would impact our statement of operations in a single quarter. With respect to carried interest, for purposes of this analysis the impact of
preferred returns are ignored.
(3)Effective January 2, 2024, KKR is authorized to apply a carry pool percentage in excess of the fixed percentages of up to 80% for all funds. Please see "—
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Asset
Management and Strategic Holdings" for further discussion related to the changes in our carry pool.
Interest Rate Risk
Valuation of Investments
Changes in credit markets and in particular, interest rates, can impact investment valuations, particularly our Level III
investments, and may have offsetting results depending on the valuation methodology used. For example, we typically use a
discounted cash flow analysis as one of the methodologies to ascertain the fair value of our investments that do not have
readily observable market prices. If applicable interest rates rise, then the assumed cost of capital for those portfolio
companies would be expected to increase under the discounted cash flow analysis, and this effect would negatively impact
their valuations if not offset by other factors. Conversely, a fall in interest rates can positively impact valuations of certain
portfolio companies if not offset by other factors. These impacts could be substantial depending upon the magnitude of the
change in interest rates. In certain cases, the valuations obtained from the discounted cash flow analysis and the other
primary methodology we use, the market multiples approach, may yield different and offsetting results. For example, the
positive impact of falling interest rates on discounted cash flow valuations may offset the negative impact of the market
multiples valuation approach and may result in less of a decline in value than for those investments that had a readily
observable market price. Finally, low interest rates related to monetary stimulus and economic stagnation may also negatively
impact expected returns on all investments, as the demand for relatively higher return assets increases and supply decreases.
Interest Income
We and certain consolidated investment vehicles, including CLOs, hold credit investments that generate interest income
based on variable interest rates. We are exposed to interest rate risk relating to investments that generate yield since a
meaningful portion of credit investments held by us and our consolidated investment vehicles, including CLOs, earn income
based on variable interest rates. The impact on net income attributable to KKR & Co. Inc. resulting from a decrease of a
hypothetical 100 basis points in variable interest rates used in the recognition of interest income would not be expected to be
material since a substantial portion of this decrease would be attributable to noncontrolling interests and CLO third party
noteholders.
Interest Expense
We and certain consolidated investment vehicles, including CLOs, have debt obligations that include revolving credit
agreements, certain investment financing arrangements, and debt securities issued by CLO vehicles that accrue interest at
variable rates. Changes in these rates would affect the amount of interest payments that our consolidated investment
vehicles, including CLOs, would have to make. With respect to consolidated investment vehicles and CLOs, the impact on net
income attributable to KKR & Co. Inc. resulting from an increase of a hypothetical 100 basis points in variable interest rates
used in the recognition of interest expense would not be expected to be material since a substantial portion of this increase
would be attributable to noncontrolling interests and third-party CLO noteholders. Our policy is to reduce these risks by
employing hedging techniques, including using interest rate swaps. The impact on net income attributable to KKR & Co. Inc.
resulting from an increase of a hypothetical 100 basis points in variable interest rates used in the recognition of interest
expense, net of the impact of interest rate hedging strategies, would not be expected to be material. Additionally, debt issued
or guaranteed by KKR & Co. Inc. generally accrues interest at fixed rates.
Credit Risk
We are party to agreements providing for various financial services and transactions that contain an element of risk in the
event that the counterparties are unable to meet the terms of such agreements. In these agreements, we depend on these
counterparties to make payment or otherwise perform. We generally endeavor to reduce our risk of exposure by limiting the
counterparties with which we enter into financial transactions to reputable financial institutions. In addition, availability of
financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing
markets.
Insurance Segment Market Risks
The following is a discussion of the significant market risk exposures, on a GAAP basis, for our insurance business
conducted through Global Atlantic.
Hedge Program
To manage market risk, Global Atlantic established a hedge program that seeks to mitigate economic impacts primarily
from interest rate, equity price, and foreign exchange rate movements, while taking into consideration accounting and capital
impacts. For Global Atlantic's fixed-indexed annuity and interest-sensitive life policies, Global Atlantic generally seeks to use
static hedges to offset the exposure primarily created by changes in indexed account values. For Global Atlantic's variable
annuity policies, Global Atlantic generally seeks to dynamically hedge its exposure to changes in the value of the guarantee
Global Atlantic provides to policyholders. In the context of specific reinsurance or other transactions in Global Atlantic's
institutional channel or strategic acquisitions, Global Atlantic may also enter into hedges which are designed to limit short-
term market risks to the economic value of the target assets. From time to time, Global Atlantic also enters into hedges
designed to limit the volatility associated with changes in the value of its general account assets or changes to net investment
income as a result of interest rate or credit spread movements, while also taking into consideration economic impacts. Global
Atlantic also enters into currency swaps and forwards to manage foreign exchange rate risks with respect to certain assets
and liabilities denominated in foreign currencies. Global Atlantic also enters into inflation swaps to manage inflation risk
associated with inflation-indexed preneed policies. Where Global Atlantic has derivative instruments that are designated and
qualify as accounting hedges, these derivative instruments receive hedge accounting.
Global Atlantic's hedge program is not designed to, and may not be effective in, offsetting all impacts to net income,
assets under management, statutory capital, or economic values. Movements in market variables other than interest rates
and equity market prices that are not explicitly hedged can also cause net income volatility. See "Risk Factors—Risks Related
to Our Insurance Activities—Volatile market and economic conditions, including sustained increases or decreases in interest
rates and other interest rate fluctuations, may adversely affect our insurance business" and "Risk Factors—Risks Related to
Our Business—The failure to manage our financial and enterprise risks could materially and adversely affect our financial
condition and results of operation."
Sensitivities
Global Atlantic evaluates the sensitivity of net income to specific changes in interest rates, credit spreads, and equity
prices projected using internal models. All of the estimated sensitivities assume that all other factors remain constant and
reflect the impact of related hedges assuming no hedge rebalancing in Global Atlantic's dynamic program, as explained
further below.
Global Atlantic's internal models project impacts as of a specific date, and are measured relative to a starting level
reflecting its assets and liabilities at that date and the actuarial factors, investment activity, and assumed investment returns
associated with insurance liabilities. The models measure the impact of changing one factor at a time and assume that all
other factors remain unchanged. Actual results can differ significantly from these estimates for a variety of reasons, including
the interaction among these factors when more than one changes, discretionary actions by management in response to such
changes, differences between the return of the underlying fund and the return on the index being hedged, actual experience
differing from the assumptions, changes in business mix, effective tax rates, and other market factors, and limitations
inherent in the use of models. For these reasons, the sensitivities should only be viewed as directional estimates of the
impacts on Global Atlantic's net income and shareholders’ equity, excluding accumulated other comprehensive income
("AOCI"), and actual changes in response to such scenarios may differ materially from estimates provided.
For the dynamic portion of the hedge program, Global Atlantic primarily uses interest rate and equity futures to hedge
liabilities which have option-like embedded derivatives. As such, Global Atlantic's program requires frequent rebalancing as
markets move to ensure that the hedges are being re-sized to the new liability exposure. In addition, certain of the underlying
variable annuity separate account funds are managed volatility funds, so Global Atlantic's market exposures may change
substantially after sharp market moves. The point-in-time estimates provided in this section assume no hedge rebalancing
and, as such, the impact on Global Atlantic's consolidated net income may be different from what is shown below.
Interest Rate Risk
Global Atlantic is exposed to interest rate risk as a result of changes in the level and volatility of interest rates. Changes in
the level and volatility of interest rates primarily impacts the fair value reported in our consolidated financial statements of
the following:
- embedded derivatives associated with modified coinsurance and coinsurance with funds withheld payables or
receivables;
-
embedded derivatives associated with variable annuities, fixed-indexed annuities, and interest sensitive life products;
-
policy liabilities accounted under the fair value option,
-
market risk benefits, and
-
financial instruments held in Global Atlantic's investment portfolio and used in its hedge program.
Changes in fair value of the foregoing are generally recorded as gains or losses in the consolidated statement of
operations. For specific derivatives designated as cash flow hedges of forecasted bond purchases and receiving hedge
accounting treatment, gains or losses are recorded in accumulated other comprehensive income and reclassified to net
investment income following the qualifying purchases of available-for-sale securities, as an adjustment to the yield earned
over the life of the purchased securities, using the effective interest method.
Due to the dynamic lapse sensitivities within Global Atlantic's models, market volatility in interest rates also impacts the
policy liabilities of certain fixed annuity products, changes in which are recorded in the consolidated statement of operations.
In periods following interest rate moves, Global Atlantic will also recognize a change in the income earned on certain of
its floating-rate assets and the cost of funding on certain of Global Atlantic's liabilities recorded in the consolidated statement
of operations.
Effect of Interest Rate Sensitivity
In the table below, Global Atlantic estimates the impact of a 50 basis point increase/(decrease) in interest rates, from a
parallel shift in the yield curve, from levels as of December 31, 2025 and 2024 to its net income and shareholders’ equity,
excluding AOCI. These sensitivities include the impact of related hedges and adjustments to policy liabilities attributable to
interest rate changes.
| December 31, 2025 | December 31, 2024 | |||||||
| Hypothetical Change**(1)** | Hypothetical Change**(1)** | |||||||
| ($ in thousands) | +50 Basis Points | -50 Basis Points | +50 Basis Points | -50 Basis Points | ||||
| Total Estimated Net income and Shareholders’ Equity Excluding AOCI Sensitivity (Point in Time) | $306,814 | $(320,746) | $217,630 | $(227,213) | ||||
| Total Estimated Net Income and Shareholders’ Equity Excluding AOCI Sensitivity (Over 12 Months)(2) | 70,283 | (70,283) | 28,843 | (28,843) |
(1)The point in time and over 12 months total estimated impacts reflect the impact of hedges within Global Atlantic's liability hedging program, as well as
hedges designed to limit surplus volatility resulting from interest rate movements.
(2)Excludes point in time impact. Estimated sensitivity to a hypothetical change over 12 months does not take into account any management actions that
may be taken to mitigate actual impacts.
The estimated point in time impact is driven by a net decrease/(increase) in the value of (i) the embedded derivatives
associated with Global Atlantic's modified coinsurance and coinsurance with funds withheld payables and receivables, (ii) the
embedded derivatives associated with its fixed-indexed annuity, interest sensitive life products, and variable annuities
accounted for under the fair value option, and (iii) market risk benefits. These are largely offset by a loss/(gain) in financial
instruments used in Global Atlantic's hedging program, investments classified as trading, and loans designated under the fair
value option, based on balances in place as of year end. These estimated changes include the related income tax impacts.
The impact over 12 months is driven by an increase/(decrease) in the income earned on Global Atlantic's floating rate
assets, and partially offset by an increase/(decrease) in the cost of its floating-rate liabilities.
In the table below Global Atlantic estimates the impact of a 50 basis point increase/(decrease) in interest rates, for a
parallel shift in the yield curve, from levels as of December 31, 2025 and 2024, to Global Atlantic's AOCI.
| December 31, 2025 | December 31, 2024 | |||||||
| Hypothetical Change | Hypothetical Change | |||||||
| ($ in thousands) | +50 Basis Points | -50 Basis Points | +50 Basis Points | -50 Basis Points | ||||
| Total Estimated AOCI Sensitivity (Point in Time) | $(1,337,622) | $1,406,895 | $(1,142,278) | $1,225,303 |
The estimated point in time impact is primarily driven by a (i) net (decrease)/increase in the value of Global Atlantic's
available-for-sale fixed maturity securities which are carried at fair value with unrealized gains and losses, (ii) the effect of
changes in the discount rates used to measure traditional and limited-payment long duration insurance contracts, and (iii) the
effect on additional insurance liabilities when unrealized gains and losses are included in the investment margin while
calculating the present value of expected assessments for the benefit ratio; all of which are reported in AOCI. The estimated
changes include the related income tax impacts.
Credit Spread Risk
Global Atlantic is exposed to credit spread risk as a result of changes in the spread between the yields on its funds
withheld payables and receivables at interest and yields on comparable U.S. Treasury securities. Global Atlantic's reinsurance
agreements include modified coinsurance and funds withheld coinsurance arrangements. Such arrangements are deemed to
contain embedded derivatives, which are measured at fair value, and are therefore impacted by the mark-to-market value of
the related assets. Changes in the credit spreads associated with the assets impact the mark-to-market value of the assets.
There is additional instrument-specific credit spread risk exposure inherent in Global Atlantic's credit spread used in valuing
embedded derivative liabilities, which serves to mitigate net credit exposure. Global Atlantic may choose to enter into hedge
positions to manage credit spread risk. As of December 31, 2025 and 2024, Global Atlantic had a $5.0 million and $194
thousand credit derivative position, respectively.
Effect of Credit Spread Sensitivity
In the table below, Global Atlantic estimates the impact of a 50 basis points increase/(decrease) in credit spreads from
levels as of December 31, 2025 and 2024, to its net income and shareholders’ equity, excluding AOCI. These estimated
changes include the related income tax impacts and include impacts on instrument-specific credit risk used in valuing
embedded derivative liabilities.
| December 31, 2025 | December 31, 2024 | |||||||
| Hypothetical Change | Hypothetical Change | |||||||
| ($ in thousands) | +50 Basis Points | -50 Basis Points | +50 Basis Points | -50 Basis Points | ||||
| Total Estimated Net income and Shareholders’ Equity Excluding AOCI Sensitivity (Point in Time) | $356,243 | $(362,891) | $330,302 | $(331,283) |
In the table below Global Atlantic estimates the impact of a 50 basis point increase/(decrease) in instrument-specific
credit risk on market risk benefits, for a parallel shift in the yield curve, from levels as of December 31, 2025 and 2024, to its
AOCI.
| December 31, 2025 | December 31, 2024 | |||||||
| Hypothetical Change | Hypothetical Change | |||||||
| ($ in thousands) | +50 Basis Points | -50 Basis Points | +50 Basis Points | -50 Basis Points | ||||
| Total Estimated AOCI Sensitivity (Point in Time) | $137,466 | $(151,942) | $113,363 | $(125,813) |
The estimated point in time impact is driven primarily by the effect of changes in the fair value of a market risk benefit
attributable to a change in the instrument-specific credit risk. The estimated changes include the related income tax impacts.
Equity Price Risk
Global Atlantic is exposed to equity price risk as a result of changes in the level and volatility of equity prices.
Changes in the level and volatility of equity prices primarily impacts the fair value reported in the consolidated financial
statements of the following:
- embedded derivatives and market risk benefits associated with Global Atlantic's variable annuities, fixed-indexed
annuities and interest sensitive products;
-
financial instruments held in Global Atlantic's investment portfolio and used in its hedge program; and
-
certain of Global Atlantic's alternative assets.
Changes in fair value of the foregoing are recorded as gains or losses in our consolidated statements of operations.
In addition, certain of the fees Global Atlantic earns in its variable annuity and variable universal life blocks are calculated
on the account values, which are exposed to equity price risk. These changes impact our net income over the periods
following equity price moves.
Effect of Equity Price Sensitivity
In the table below, Global Atlantic estimates the impact of a 10% increase/(decrease) in equity prices from levels as of
December 31, 2025 and 2024, to its net income and shareholders’ equity, excluding AOCI. These sensitivities include the
impact of related hedges but exclude the potential impact of alternative assets, because the fair value of these investments
do not necessarily move directly in line with movements in public equity markets.
| December 31, 2025 | December 31, 2024 | |||||||
| Hypothetical Change**(1)** | Hypothetical Change**(1)** | |||||||
| ($ in thousands) | +10% Equity Prices | -10% Equity Prices | +10% Equity Prices | -10% Equity Prices | ||||
| Total Estimated Net income and Shareholders’ Equity Excluding AOCI Sensitivity (Point in Time) | $(1,055) | $(19,674) | $(3,646) | $(672) | ||||
| Total Estimated Net Income and Shareholders’ Equity Excluding AOCI Sensitivity (Over 12 Months)(2) | $4,045 | $(4,515) | $4,232 | $(4,716) |
(1)From time to time, Global Atlantic may choose to enter into additional hedges to mitigate economic exposure to equity markets.
(2)Excludes point in time impact. Estimated sensitivity to a hypothetical change over 12 months does not take into account any management actions that
may be taken to mitigate actual impacts.
The estimated point-in-time impact is driven by an increase/(decrease) in the value of (i) the embedded derivatives
associated with Global Atlantic's fixed-indexed annuity and interest sensitive life products, (ii) its variable annuity embedded
derivatives, (iii) market risk benefits, and (iv) a gains (losses) in financial instruments used in its hedging program based on
balances in place at year-end. These estimated changes include the impact of related amortization of deferred revenue and
expenses and related income tax impacts.
For a discussion of current market conditions, see "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations—Business Environment" in this report.
Exchange Rate Risk
Global Atlantic manages its exchange rate risk to maintain minimal exposure to exchange rate fluctuations. Global
Atlantic seeks to completely hedge exchange rate risk arising from the assets and liabilities on its balance sheet through either
matching exchange rate exposures on either side of the balance sheet, or by engaging in hedging activities to eliminate or
mitigate exchange rate mismatch risk.
Global Atlantic estimates that an immediate, hypothetical 10% decrease in exchange rates between the U.S. dollar and all
of the major foreign currencies in which its assets and liabilities were denominated as of December 31, 2025 (i.e., a decrease
in the value of the U.S. dollar against these foreign currencies) would result in a decrease in net income attributable to KKR &
Co. Inc. before income taxes, net of the impact of foreign exchange hedging strategies, if not offset by other factors, of
approximately $56 million.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page No. | |
| Report of Independent Registered Public Accounting Firm | 156 |
| Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 | 159 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023 | 163 |
| Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023 | 165 |
| Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024, and 2023 | 166 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023 | 169 |
| Notes to Consolidated Financial Statements | 172 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of KKR & Co. Inc.:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statement of financial condition of KKR & Co. Inc. and its subsidiaries
(the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive
income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the
related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). We also
have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United
States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013)
issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion
on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts
or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.
Fair Value—Level III Investments—Refer to Notes 2, 7, and 9 to the financial statements
Critical Audit Matter Description
The Company sponsors or manages investment funds, investment vehicles and accounts (“investment funds”) that have
certain investments measured at fair value using unobservable pricing inputs and are classified as Level III Investments in the
fair value hierarchy. These Level III investments have limited observable market activity and the inputs used in the
determination of fair value require significant management judgment or estimation.
In addition, the Company recognizes carried interest from investment funds based on cumulative fund performance to
date. At the end of each reporting period, the Company calculates the carried interest that would be due to the Company
fro
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted
by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's
rules and forms and such information is accumulated and communicated to management, including the Co-Chief Executive
Officers and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls
and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired
control objectives.
We carried out an evaluation, under the supervision and with the participation of our management, including the Co-
Chief Executive Officers and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2025. Based upon that evaluation, our Co-Chief Executive Officers and Chief
Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to
accomplish their objectives at the reasonable assurance level.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) is a process
designed by, or under the supervision of, a company's principal executive and principal financial officers and effected by the
Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the company;
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In
making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control—Integrated Framework that was issued in 2013. Based on its assessment,
our management has concluded that, as of December 31, 2025, our internal control over financial reporting is effective.
Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act)
occurred during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Attestation Report of the Independent Registered Public Accounting Firm
Deloitte & Touche LLP, our independent registered public accounting firm that audited our consolidated financial
statements included in this report, has issued its attestation report on our internal control over financial reporting, which is
included in Financial Statements and Supplementary Data.
Item 9B. OTHER INFORMATION
None.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table presents certain information concerning our Board of Directors and executive officers.
| Name | Age | Position(s) | ||
| Henry R. Kravis | 82 | Co-Executive Chairman and Director | ||
| George R. Roberts | 82 | Co-Executive Chairman and Director | ||
| Joseph Y. Bae | 54 | Co-Chief Executive Officer and Director | ||
| Scott C. Nuttall | 53 | Co-Chief Executive Officer and Director | ||
| Craig Arnold | 65 | Director | ||
| Timothy R. Barakett | 60 | Director | ||
| Adriane M. Brown | 67 | Director | ||
| Matthew R. Cohler | 48 | Director | ||
| Mary N. Dillon | 64 | Director | ||
| Arturo Gutiérrez Hernández | 59 | Director | ||
| Xavier B. Niel | 58 | Director | ||
| Kimberly A. Ross | 60 | Director | ||
| Patricia F. Russo | 73 | Director | ||
| Robert W. Scully | 76 | Director | ||
| Evan T. Spiegel | 35 | Director | ||
| Robert H. Lewin | 46 | Chief Financial Officer | ||
| Dane E. Holmes | 55 | Chief Administrative Officer | ||
| Kathryn K. Sudol | 51 | Chief Legal Officer and General Counsel |
Henry R. Kravis co-founded KKR in 1976 and serves as our Co-Executive Chairman. Mr. Kravis was our Co-Chief Executive
Officer until 2021 and is actively involved in managing the firm. Mr. Kravis currently serves on the boards of Axel Springer and
Catalio Capital Management, LP. He also serves as a director, chairman emeritus, trustee or executive committee member of
several cultural, professional, and educational institutions, including The Business Council (former chairman), Claremont
McKenna College, Columbia Business School (former co-chairman), Mount Sinai Hospital, the Partnership for New York City
(former chairman), the Partnership Fund for New York City (founding chairman), Rockefeller University (former vice
chairman), and Sponsors for Educational Opportunity (chairman). He earned a B.A. from Claremont McKenna College in 1967
and an M.B.A. from the Columbia Business School in 1969. Mr. Kravis has five decades of experience financing, analyzing, and
investing in public and private companies, as well as serving on the boards of a number of KKR portfolio companies. As our Co-
Founder, Co-Executive Chairman and former Co-Chief Executive Officer, Mr. Kravis has an intimate knowledge of KKR's
business, which allows him to provide insight into various aspects of our business and is of significant value to our Board of
Directors. Mr. Kravis and Mr. Roberts are first cousins.
George R. Roberts co-founded KKR in 1976 and serves as our Co-Executive Chairman. Mr. Roberts was our Co-Chief
Executive Officer until 2021 and is actively involved in managing the firm. Mr. Roberts has served as a director or trustee of
several cultural and educational institutions, including Claremont McKenna College. He is also Founder and Chairman of the
board of directors of REDF, a San Francisco nonprofit organization. He earned a B.A. from Claremont McKenna College in 1966
and a J.D. from the University of California (Hastings) Law School in 1969. Mr. Roberts has five decades of experience
financing, analyzing, and investing in public and private companies, as well as serving on the boards of a number of KKR
portfolio companies. As our Co-Founder, Co-Executive Chairman and former Co-Chief Executive Officer, Mr. Roberts has an
intimate knowledge of KKR's business, which allows him to provide insight into various aspects of our business and is of
significant value to our Board of Directors. Mr. Roberts and Mr. Kravis are first cousins.
Joseph Y. Bae joined KKR in 1996 and is our Co-Chief Executive Officer. Prior to his current position, he served as our Co-
President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board of Directors since July
- Mr. Bae has held numerous leadership roles at KKR. He was the architect of KKR’s expansion in Asia, building one of the
largest and most successful platforms in the market. In addition to his role developing KKR’s Asia-Pacific platform, he has
presided over business building in the firm’s private markets businesses, which included leading or serving on all of the
investment committees and implementing the firm’s modern thematic investment approach. He is active in a number of non-
profit educational and cultural institutions, including co-founding and serving on the board of The Asian American Foundation,
as a member of Harvard University’s Global Advisory Council, and as a member of the Harvard Corporation. Mr. Bae’s intimate
knowledge of KKR’s business and operations and his experience in a variety of senior leadership roles within KKR provide
significant value to our Board of Directors.
Scott C. Nuttall joined KKR in 1996 and is our Co-Chief Executive Officer. Prior to his current position, he served as our Co-
President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board of Directors since July
- Mr. Nuttall has had numerous leadership roles at KKR. He was the architect of the firm’s major strategic development
initiatives, including leading KKR’s public listing, developing the firm’s balance sheet strategy, overseeing the development of
KKR’s Public Markets businesses in the credit and hedge fund space as well as the creation of the firm’s capital markets,
capital raising, and insurance businesses. Mr. Nuttall serves on KKR’s Balance Sheet Committee. He was a member of the
board of directors of Fiserv, Inc. until 2022. He has also served on the boards of various non-profit institutions with a
particular focus on education, most recently as Co-Chairman of Teach for America – New York. Mr. Nuttall's intimate
knowledge of KKR's business and operations and his experience in a variety of senior leadership roles within KKR provide
significant value to our Board of Directors.
Craig Arnold has been a member of our Board of Directors since September 2025. Mr. Arnold is the former Chairman of
the Board and Chief Executive Officer of Eaton Corporation, a global intelligent power management company. Prior to
becoming Chairman and Chief Executive Officer in 2016 (a position he held until May 2025), Mr. Arnold served as the
President and Chief Operating Officer of Eaton Corporation. Prior to that, Mr. Arnold served as Vice Chairman and Chief
Operating Officer of Eaton Corporation’s Industrial Sector from 2009 to 2015. Mr. Arnold previously worked for General
Electric Company, where he held roles across the Appliances, Plastics and Lighting businesses. He currently is a member of the
Boards of Directors of Medtronic, where he serves as the lead independent director, Honeywell, Procter & Gamble, the
United Way of Greater Cleveland and the Salvation Army of Greater Cleveland. He graduated from California State University,
San Bernardino with a bachelor’s degree, and obtained a Master of Business Administration from Pepperdine University. Mr.
Arnold brings significant value to our Board of Directors from his extensive leadership, strategy and risk management
experience from his years of leadership at large multinational companies and possesses strong corporate governance acumen
and financial oversight skills from service on multiple public company boards of directors.
Timothy R. Barakett has been a member of our Board of Directors since March 2025. Mr. Barakett is the Founder and
Chief Executive Officer of TRB Advisors, a private investment firm and family office. TRB invests directly in public and private
markets and provides capital and strategic support to a number of investment firms. Prior to founding TRB in 2010, Mr.
Barakett was the Founder and Chief Executive Officer of Atticus Capital, a global investment management firm. Before
founding Atticus in 1995, Mr. Barakett was a Managing Director at Junction Advisors, an investment management company
specializing in risk arbitrage, and earlier in his career, he was a Senior Associate at Battery Ventures, a venture capital firm.
Mr. Barakett is the Treasurer of Harvard University, a Fellow of the Harvard Corporation, and the Chair of the Board of the
Harvard Management Company, which manages Harvard University's endowment. He also serves on the boards of directors
of Athletic Brewing Company and Rethink Food NYC and the Advisory Boards of Commodore Capital, Forward Consumer
Partners, and Charter Oak Advisors. Mr. Barakett's extensive leadership and financial experience in the investment
management industry and with a large university provides our Board of Directors with significant financial, risk management,
and unique industry insight expertise.
Adriane M. Brown has been a member of our Board of Directors since June 2021. Ms. Brown joined Flying Fish Ventures
as a Venture Partner in November 2018 and became a Managing Partner of the venture capital firm in February 2021. Prior to
that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures, an invention and investment
company, from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining
Intellectual Ventures, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over
the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally.
Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager,
Environmental Products Division, having started her career there as a shift supervisor. Ms. Brown serves on the boards of
directors of American Airlines Group Inc., Axon Enterprise, Inc., eBay Inc., and the International Women's Forum. Ms. Brown
previously served on the boards of directors of Allergan Plc and Raytheon Company until 2020. Ms. Brown holds a Doctorate
of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University, and is a winner of its
Distinguished Alumni Award. She also holds a master’s degree in management from the Massachusetts Institute of
Technology where she was a Sloan Fellow. Ms. Brown’s leadership in technology businesses and industrial companies as well
as her investment and financial experience bring important expertise to the oversight and development of our business.
Matthew R. Cohler has been a member of our Board of Directors since December 2021. Mr. Cohler is a former General
Partner at the venture capital firm Benchmark, where for over a decade he led early-stage investments in Internet and
software startup businesses. He currently serves as a director and nominating and governance committee member at Asana,
as a director and audit committee member at 1stDibs and as a director at several privately held companies. Previously he
served as a director, audit committee member, and nominating and governance committee member at Domo, as a director
and audit committee member at Uber and as a director at privately held companies including Duo Security, Instagram and
Tinder. Prior to Benchmark, Mr. Cohler was Vice President at Facebook, where he was the company’s seventh employee, and
Vice President at LinkedIn, where he was part of the company’s founding team. He serves on the board of trustees at
Environmental Defense Fund (Vice Chair), on the board of governors at the San Francisco Symphony (Vice President) and on
the investment committee at the Chan Zuckerberg Initiative and at the Yale Investments Office. He holds a B.A. from Yale
University, cum laude and with distinction in the study of music. Mr. Cohler’s knowledge and experience as a venture
capitalist and director of multiple leading companies in the technology industry bring to our Board of Directors important
insight and perspectives to our business and future development.
Mary N. Dillon has been a member of our Board of Directors since September 2018. From September 2022 to September
2025, Ms. Dillon was the Chief Executive Officer of Foot Locker, Inc. (and President from September 2022 to March 2025) and
a member of its board of directors. From 2013 to 2022, Ms. Dillon served as a member of the board of directors of Ulta
Beauty, Inc., a beauty products retailer, and was its Executive Chair from June 2021 through June 2022 and Chief Executive
Officer from 2013 to June 2021. From 2010 to 2013, she served as President and Chief Executive Officer and member of the
board of directors of United States Cellular Corporation, a provider of wireless telecommunication services. From 2005 to
2010, Ms. Dillon served as Global Chief Marketing Officer and Executive Vice President of McDonald’s Corporation. From 2002
to 2005, Ms. Dillon held several positions of increasing responsibility at PepsiCo Corporation, including as President of the
Quaker Foods division. Ms. Dillon joined the board of directors of Starbucks in January 2016 and served as chair of its
compensation and management development committee, and as a member of the nominating and corporate governance
committee through August 2022. Ms. Dillon is chair of the board of trustees of Save the Children US since 2025 after having
served on the board of trustees from 2016 to 2023. Ms. Dillon provides our Board of Directors with valuable knowledge and
insights she gained through her various senior management and leadership roles, including as the chief executive officer of a
publicly traded company. In addition, with over 40 years of experience in consumer-driven businesses, Ms. Dillon brings to our
Board of Directors her extensive operational and marketing expertise in the retail industry.
Arturo Gutiérrez Hernández has been a member of our Board of Directors since March 2021. Mr. Gutiérrez has served as
the Chief Executive Officer of Arca Continental, one of the largest Coca-Cola bottlers in the world, since January 2019. Mr.
Gutiérrez held several executive positions in the company from 2001 to 2018, including Deputy Chief Executive Officer, Chief
Operating Officer, Head of the Mexico Beverages Division, Executive Vice President of Human Resources, Director of
Corporate Planning and General Counsel. He serves on several boards of industry-related companies and on the board of
Canadian Pacific Kansas City Limited. He also serves on the Coca-Cola Mexico Foundation. Mr. Gutiérrez earned a law degree
from Escuela Libre de Derecho, in Mexico City, and an L.L.M. from Harvard University, as a Fulbright Scholar. Mr. Gutiérrez
provides our Board of Directors with valuable knowledge, perspectives and insights from his leadership of a large
multinational business based in Latin America and from his broad experience in various aspects of the consumer staples,
including operational, financial, business development, and legal areas.
Xavier B. Niel has been a member of our Board of Directors since March 2018. Mr. Niel is the Founder and Chairman of
the board of Iliad SA, a French telecommunications company that owns the internet provider Free and the low-cost mobile
operator Free Mobile. Mr. Niel also owns majority stakes in telecom operators in various countries. He has been involved in
the data communications, internet, and telecommunications industry since the late 1980s. In 2010, Mr. Niel founded Kima
Ventures SAS, which is an active early-stage investor. In 2013, he created 42, a school that trains computer specialists in
France, and in 2017, he opened Station-F, a startup campus located in Paris. Mr. Niel brings significant value to our Board of
Directors due to his extensive experience as an entrepreneur who founded multiple companies, in addition to his leadership
and technology experience.
Kimberly A. Ross has been a member of the Board of Directors since September 2023. Ms. Ross is a member of the board
of directors of Northrop Grumman Corporation and The Cigna Group. Ms. Ross served as Chief Financial Officer of WeWork
Inc. from March 2020 through October 2020. Ms. Ross served as Senior Vice President and Chief Financial Officer of Baker
Hughes Company, an energy technology company, from September 2014 to July 2017. Before joining Baker Hughes, Ms. Ross
served as Executive Vice President and Chief Financial Officer of Avon Products, Inc., a global manufacturer and marketer of
beauty and related products, from November 2011 until October 2014. Prior to joining Avon, Ms. Ross served as the Executive
Vice President and Chief Financial Officer of Royal Ahold N.V., a food retail company, from 2007 to 2011 and held a variety of
senior management positions during her tenure there, which began in 2001. She has previously served as a director of Nestlé
S.A. from 2018 through 2024, KKR Acquisition Holdings I Corp from 2021 through 2022, and Chubb Limited from 2014 through
- Ms. Ross has significant international business experience through her service as an executive of large public companies
with international operations. Ms. Ross also provides our Board of Directors with valuable knowledge and experience in
corporate finance, financial planning and analysis, strategy, mergers and acquisitions, corporate restructuring, financial
reporting, and internal audit as well as IT operations oversight.
Patricia F. Russo has been a member of our Board of Directors since April 2011. Ms. Russo served as Chief Executive
Officer of Alcatel-Lucent from 2006 to 2008. Prior to the merger of Alcatel and Lucent in 2006, she served as Chairman of
Lucent Technologies, Inc. from 2003 to 2006, and as President and Chief Executive Officer from 2002 to 2006. Before rejoining
Lucent in 2002, Ms. Russo was President and Chief Operating Officer of Eastman Kodak Company from March 2001 to
December 2001. She has served as the Chairman of Hewlett Packard Enterprise Company since 2015, as a director of Merck &
Co., Inc. since 2009 and as a director of General Motors Company since 2009, including as lead independent director from
March 2010 to January 2014 and again since June 2021. Prior to its merger with Merck in 2009, Ms. Russo served as a director
of Schering-Plough since 1995, and she served as a director of Hewlett Packard Company from 2011 to November 2015. From
November 2016 to May 2018, Ms. Russo also served on the board of Arconic Inc., which separated from Alcoa Inc., where Ms.
Russo served as a director from 2008 to November 2016. She graduated from Georgetown University with a bachelor’s degree
in political science and history, and obtained an Advanced Management Degree from Harvard Business School’s Advanced
Management Program. Ms. Russo's management and leadership experience as chief executive officer of complex global
companies as well as her experience with corporate strategy, mergers and acquisitions, and sales and marketing brings to our
Board of Directors important expertise to the oversight and development of our business. Ms. Russo also brings extensive
experience in corporate governance as a member of boards and board committees of other public companies.
Robert W. Scully has been a member of our Board of Directors since July 2010. Mr. Scully was a member of the Office of
the Chairman of Morgan Stanley from 2007 until his retirement in 2009, where he had previously been Co-President of the
firm, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he
served as a Managing Director at Lehman Brothers and at Salomon Brothers. Mr. Scully has served as a director of Chubb
Limited since January 2016, and prior to its acquisition of Chubb Limited, a director of ACE Limited from May 2014 to January
- Previously, he was a director of Zoetis Inc. from June 2013 to May 2025, a director of UBS Group AG from May 2016 to
April 2020, a director of Bank of America Corporation from August 2009 to May 2013 and a public governor of the Financial
Industry Regulatory Authority, Inc. from October 2014 to May 2016. He has also served as a director of GMAC Financial
Services and MSCI Inc. He holds an A.B. from Princeton University and an M.B.A. from Harvard Business School. Mr. Scully is a
member of the Nassau Hall Society at Princeton University. Mr. Scully previously was Chair and Co-Chair of Teach for America,
New York, and he previously served on the Board of Teach For All and the Board of Dean’s Advisors of Harvard Business
School. Mr. Scully's 35-year career in the financial services industry brings to our Board of Directors important expertise to the
oversight of our business. In addition, his leadership experience with a global financial services company brings an industry
perspective to our business development within and outside the United States as well as issues such as talent development,
senior client relationship management, strategic initiatives, risk management and audit, and financial reporting.
Evan T. Spiegel has been a member of our Board of Directors since October 2021. Mr. Spiegel is the Co-Founder of Snap
Inc., a publicly traded technology company that believes the camera represents the greatest opportunity to improve the way
that people live and communicate, and has served as its Chief Executive Officer and a member of its board of directors since
- In 2017, Mr. Spiegel formed the Spiegel Family Fund, a non-profit humanitarian organization which supports
organizations across the arts, education, housing and human rights. Mr. Spiegel currently serves on the boards of directors of
Snap Inc. and the Berggruen Institute. Mr. Spiegel holds a bachelor’s degree in Engineering, Product Design from Stanford
University. Mr. Spiegel’s experience as a co-founder and executive of a leading company in technology services brings to our
Board of Directors important insight and perspectives to our business and future development.
Robert H. Lewin joined KKR in 2004 and is our Chief Financial Officer. Since joining KKR, Mr. Lewin has held a number of
positions, including as an investor in private equity, co-leading the firm’s credit and capital markets businesses, serving as
Treasurer and Head of Corporate Development and Head of Human Capital & Strategic Talent. From 2006 through 2010, Mr.
Lewin resided in Hong Kong, helping to launch KKR’s Asia business. Mr. Lewin has a Bachelor of Science from the University of
Pennsylvania. He currently serves on the board of two non-profit organizations: Answer the Call and Ethical Culture Fieldston
School.
Dane E. Holmes joined KKR as Chief Administrative Officer in 2023. Prior to becoming the Chief Administrative Officer,
Mr. Holmes was a member of our Board of Directors from March 2021 to December 2023. Mr. Holmes was previously the
Chairman and Chief Executive Officer of Eskalera, Inc., from 2020 to 2023, an enterprise software company he co-founded.
Prior to Eskalera, Mr. Holmes was the Global Head of Human Capital Management at Goldman Sachs from 2017 to 2019 and
served as a member of the firm’s management committee. He held many positions at Goldman Sachs from 2001 to 2017,
including global head of investor relations, and Mr. Holmes served on a variety of committees, including its risk committee,
client and business standards committee, and global diversity committee. Mr. Holmes serves on several non-profit boards and
is currently the chair of StoryCorps and the former chair and current board member of The Ron Brown Scholar Program. Mr.
Holmes earned a B.A. from Columbia University.
Kathryn K. Sudol joined KKR in 2022 and is our Chief Legal Officer and General Counsel. Prior to her current position, she
served as KKR's General Counsel from September 2022 through March 2023 and its Secretary from September 2022 through
June 2023. Prior to joining KKR, Ms. Sudol was a partner with Simpson Thacher & Bartlett LLP for 24 years where she held
numerous leadership roles, including as Global Co-Head of Mergers & Acquisitions, a long-time member of the firm’s
Executive Committee and head of the firm’s M&A practice in Asia from 2010 through 2018. Ms. Sudol currently serves as a
member of the Board of Trustees of New York University School of Law and as a member of the Northwestern University
School of Communication Board of Advisors. She earned a B.S., with honors, from Northwestern University and a J.D. from
New York University School of Law.
Independence and Composition of the Board of Directors
Our Board of Directors consists of fifteen directors, eleven of whom, Messrs. Arnold, Barakett, Cohler, Gutiérrez, Niel,
Scully, and Spiegel and Mses. Brown, Dillon, Ross, and Russo, are independent under NYSE rules relating to corporate
governance matters and the independence standards described in our corporate governance guidelines.
Because the Series I preferred stockholder has more than 50% of the voting power for the election of our directors, we
are a "controlled company" within the meaning of the corporate governance standards of the NYSE. Under these standards, a
"controlled company" may elect not to comply with certain corporate governance standards, including the requirements (1)
that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation
committee that is comprised entirely of independent directors with a written charter addressing the committee's purpose and
responsibilities, and (3) that its board of directors have a nominating and corporate governance committee that is comprised
entirely of independent directors with a written charter addressing the committee's purpose and responsibilities. We
currently utilize the second and third of these exemptions. See "Risk Factors—Risks Related to Our Organizational Structure—
As a "controlled company," we qualify for some exemptions from the corporate governance and other requirements of the
NYSE and are not required to comply with certain provisions of U.S. securities laws." While we are exempt from NYSE rules
relating to board independence, we intend to maintain a board of directors that consists of at least a majority of directors
who are independent under NYSE rules. In the event that we cease to be a "controlled company" and our shares of common
stock continue to be listed on the NYSE, we will be required to comply with these provisions within the applicable transition
periods. In connection with the Reorganization Agreement, at a future date not to be later than December 31, 2026 and
subject to the satisfaction of certain conditions, we expect to no longer be a "controlled company," and thereafter we expect
to comply with all of the then existing NYSE rules regarding corporate governance. For more information, see also "Certain
Relationships and Related Transactions, and Director Independence—Reorganization Agreement."
In addition, our Board of Directors has considered transactions and relationships between KKR and the companies and
organizations where our non-executive directors are a board member, executive officer or significant owner, including that
one of our non-executive directors (i) indirectly owns a minority interest with joint control in a media company in which KKR
investment vehicles own a majority stake, and (ii) indirectly owns a controlling interest in a company which has entered into
commercial transactions and agreements with a telecommunications company in which KKR investment vehicles own a
significant minority stake. It was determined that none of these transactions or relationships adversely impacted the
independence of any of our non-executive directors.
We seek to enhance the diversity of our Board of Directors to encompass a broad range of expertise, experience and
backgrounds. We believe that a diverse board of directors can strengthen the board’s effectiveness in fulfilling its oversight
role. Our Board of Directors is comprised of experienced leaders with expertise in finance, investments, corporate strategy
and management, supported by public company and CEO-level leadership perspectives and complemented by global, risk,
governance, technology, and human capital capabilities that together enable effective oversight of KKR. Among our fifteen
directors on our Board of Directors, four of our directors have self-identified as women, and four of our directors have self-
identified as non-white.
Board Committees
Our Board of Directors has five standing committees: an Audit Committee, a Risk Committee, a Conflicts Committee, a
Nominating and Corporate Governance Committee, and an Executive Committee. Because we are a "controlled company,"
our Board of Directors is not required by NYSE rules to establish a Compensation Committee or a Nominating and Corporate
Governance Committee or to meet certain other substantive NYSE corporate governance requirements until the
consummation of all the transactions contemplated by the Reorganization Agreement. For more information about the
transactions contemplated by the Reorganization Agreement, see "Certain Relationships and Related Transactions, and
Director Independence—Reorganization Agreement." While the Board of Directors has established a Nominating and
Corporate Governance Committee, we currently rely on available exemptions concerning the committee's composition and
mandate.
Audit Committee
The Audit Committee consists of Messrs. Scully (Chair), Arnold, and Cohler and Mses. Ross and Russo. The purpose of the
Audit Committee is to provide assistance to the Board of Directors in fulfilling its responsibility with respect to its oversight of:
(i) the quality and integrity of our financial statements, including investment valuations; (ii) our compliance with legal and
regulatory requirements; (iii) our independent registered public accounting firm's qualifications, independence and
performance; and (iv) the performance of our internal audit function. The members of the Audit Committee meet the
independence standards and financial literacy requirements for service on an Audit Committee of a Board of Directors
pursuant to the Exchange Act and NYSE rules applicable to audit committees. Our Board of Directors has determined that
each of Messrs. Scully, Arnold, and Cohler and Mses. Ross and Russo is an "audit committee financial expert" within the
meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee has a charter, which is available on our website at
ir.kkr.com under the corporate governance page for our stockholders at the "Sustainability & Corporate Governance" section.
Risk Committee
The Risk Committee consists of Mr. Cohler (Chair) and Mses. Brown and Dillon. The purpose of the Risk Committee is to
provide assistance to the Board of Directors with respect to its oversight of KKR’s levels of risk, risk assessment and risk
management, and its oversight of KKR’s overall risk management framework, including monitoring KKR’s reporting systems for
compliance with legal and regulatory requirements.
Conflicts Committee
The Conflicts Committee consists of Messrs. Scully (Chair) and Gutierrez and Mses. Dillon and Russo. The Conflicts
Committee is responsible for reviewing specific matters that the Board of Directors believes may involve a conflict of interest
and for enforcing our rights against the Series I stockholder, former partners of KKR Holdings or current and former partners
of Associates Holdings under our certificate of incorporation, our bylaws, and certain agreements designated as "covered
agreements", which include the Reorganization Agreement and the amended and restated limited partnership agreement of
KKR Group Partnership. The Conflicts Committee is also authorized to take any action pursuant to any authority or rights
granted to such committee under any covered agreement or with respect to any amendment, supplement, modification, or
waiver to any such agreement that would purport to modify such authority or rights. In addition, the Conflicts Committee is
required to approve any amendment to any of the covered agreements that in the reasonable judgment of our Board of
Directors is, or will result in, a conflict of interest. The Conflicts Committee is authorized to determine if the resolution of any
conflict of interest submitted to it is fair and reasonable to us. The Conflicts Committee may review and approve any related
person transactions, other than those that are approved pursuant to our related person policy, as described under "Certain
Relationships and Related Transactions, and Director Independence—Statement of Policy Regarding Transactions with
Related Persons," and may establish guidelines or rules to cover specific categories of transactions. The members of the
Conflicts Committee meet the independence standards under our corporate governance guidelines as required for service on
the committee in accordance with its charter.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of Messrs. Kravis (Co-Chair), Roberts (Co-Chair), and
Scully. The Nominating and Corporate Governance Committee is responsible for identifying and recommending candidates for
appointment to the Board of Directors and for assisting and advising the Board of Directors with respect to matters relating to
the general operation of the Board of Directors and corporate governance matters. Mr. Scully meets the independence
standards under the rules of the NYSE as required for service on the Nominating and Corporate Governance Committee in
accordance with its charter.
Executive Committee
The Executive Committee consists of Messrs. Kravis and Roberts. The purpose of the Executive Committee is to act, when
necessary, in place of the full Board of Directors during periods in which the Board of Directors is not in session or with
respect to matters delegated to the committee, which includes oversight of our Equity Plans. The Executive Committee is
authorized and empowered to act as if it were the full Board of Directors in overseeing our business and affairs, except that it
is not authorized or empowered to take actions that have been specifically delegated to other board committees or to take
actions with respect to: (i) the declaration of dividends on our common stock; (ii) a merger or consolidation of us with or into
another entity; (iii) a sale, lease or exchange of all or substantially all of our assets; (iv) a liquidation or dissolution of us; (v)
any action that must be submitted to a vote of the Series I preferred stockholder or our stockholders; or (vi) any action that
may not be delegated to a board committee under our certificate of incorporation, our bylaws or the DGCL.
Code of Business Conduct and Ethics
We have a Code of Business Conduct and Ethics that applies to our directors, officers and employees, and is available on
our website at ir.kkr.com under the corporate governance page for our stockholders at the "Sustainability & Corporate
Governance" section. In accordance with, and to the extent required by the rules and regulations of the SEC, we intend to
disclose any amendment to or waiver of the Code of Business Conduct and Ethics on behalf of an executive officer or director
either on our website or in a Current Report on Form 8-K filing.
Insider Trading Arrangements and Policies
We have adopted a trading window policy (the "Policies and Procedures for Trading in Securities of KKR & Co. Inc. by
Directors, Section 16 Officers") that governs the purchase and sale of KKR securities by our directors, officers, employees, and
certain other individuals. This policy is designed to reasonably promote compliance by these persons with U.S. securities laws
governing insider trading, which, among other things, (1) specifies quarterly trading windows outside of which such persons
are generally prohibited from trading in covered securities, subject to exceptions including using pre-approved trading plans
that meet the requirements of Rule 10b5-1 under the Exchange Act and (2) generally prohibits the use of derivative
transactions with respect to KKR securities and from engaging in short-selling to hedge their economic risk of ownership in
KKR securities. Our trading window policy that governs the purchase and sale of KKR securities is filed as Exhibit 19.1 to this
report.
Corporate Governance Guidelines
Our Board of Directors has a governance policy, which addresses matters such as the Board of Directors' responsibilities
and duties, the Board of Directors' composition and compensation and director independence. The governance guidelines are
available on our website at ir.kkr.com under the corporate governance page for our stockholders at the "Sustainability &
Corporate Governance" section.
Communications to the Board of Directors
The non-executive members of our Board of Directors meet regularly. At each meeting of the non-executive members,
the non-executive directors choose a director to lead the meeting. All interested parties, including any employee or
stockholder, may send communications to the non-executive members of our Board of Directors by writing to: KKR & Co. Inc.,
Attn: Corporate Secretary; 30 Hudson Yards, New York, New York 10001.
Item 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy
Our compensation program generally has three primary objectives: (1) to attract, motivate, and retain our employees, (2)
to align the interests of our employees with the interests of our stockholders and other stakeholders, and (3) to reinforce our
culture and values.
Our employees. Our business depends on the services of our employees. We depend on their ability, among other
things, to source and execute transactions, to raise capital and develop client relationships, and to operate our various
businesses, and their contributions are key to our success. Therefore, it is important that our employees are compensated in a
manner that we believe motivates them to excel consistently and encourages them to remain with the firm.
Alignment of interests. Equity ownership in the businesses in which we invest has been a guiding principle throughout
our firm's history, and we apply that principle to ourselves: nearly all employees of the firm are awarded equity in KKR. This
equity ownership serves to align the interests of our employees with those of our stockholders. In addition, because we invest
in and alongside our investment vehicles and have a carry pool from which we allocate to our employees a portion of the
carried interest that we generate through our investments, we believe that our employees' interests are also aligned with
those of our investors in the vehicles that we manage, which in turn benefits our stockholders.
Culture and values. One of our most important values for our employees is our "one firm" approach with shared
responsibility and success, and we also subscribe to a culture of meritocracy and fairness. Therefore, our compensation
program is based on the performance of the firm as a whole as well as on an individual's contributions to the firm. We
generally do not compensate our employees based solely on an individual's accomplishments in relation to the profits and
losses of his or her business unit. In addition, we conduct an annual evaluation process based on input from a wide range of
stakeholders regarding each employee's contribution to the firm, including his or her commitment to the firm's culture and
values. We believe that using this kind of evaluation process also promotes a measure of objectivity as a balance to a single
manager's judgment.
Named Executive Officers. Our "named executive officers" for the year ended December 31, 2025 are our two Co-
Executive Chairmen (Henry Kravis and George Roberts), our two Co-Chief Executive Officers (Joseph Bae and Scott Nuttall),
our Chief Financial Officer (Robert Lewin), and our Chief Legal Officer and General Counsel (Kathryn Sudol).
We are neither required to conduct say-on-pay or say-on-frequency votes nor to provide disclosures relating to pay-
versus-performance under the Dodd-Frank Act until after the Sunset Date.
Compensation Elements
Base Salary
For 2025, our named executive officers were each paid an annual salary of $300,000. We believe that the base salary of
our named executive officers should typically not be the most significant component of total compensation. Our Co-Executive
Chairmen determined that $300,000 is a sufficient minimum base salary for our named executive officers.
Year-End Bonus Compensation
Our named executive officers did not receive any discretionary year-end cash bonus compensation in 2025, based on the
overall values received by them during the year, including their allocations of carried interest.
Incentive Equity Awards
From time to time, we may grant equity awards consisting of restricted holdings units from our 2019 Equity Incentive
Plan. Restricted holdings units are equity awards issued that provide the recipient with the right to exchange them on a one-
for-one basis for our common stock after vesting and subject to satisfying certain other conditions. The overall objectives of
these grants are principally to incentivize our most senior employees, to align their interests with those of our stockholders,
and to retain them by providing meaningful long-term economic incentives. KKR currently intends that no additional equity
incentive awards will be granted to Messrs. Bae and Nuttall during the five years following the grants they received in
December 2021. Although we did not grant any year-end equity awards to our executive officers in 2025, we may make such
equity grants in the future. See also “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based
Awards Table”.
Carried Interest
Our named executive officers are eligible for allocations of carried interest from our carry pool. KKR allocates up to 80%
of the carried interest that KKR earns from its investment vehicles that generate carried interest to the carry pool. Until the
Sunset Date, our Co-Founders are authorized to determine the amounts of carried interest allocable to individuals from the
carry pool, provided that any allocation of carried interest to themselves will be on a percentage basis consistent with past
practice. On the Sunset Date, KKR will acquire control of the carry pool and will be entitled to determine the allocations of
carried interest. For more information about transactions occurring on the Sunset Date, see “Certain Relationships and
Related Transactions, and Director Independence—Reorganization Agreement”.
In 2025, our Co-Founders allocated an amount of carried interest to themselves on a percentage basis consistent with
past practice. With respect to carried interest allocations for each other named executive officer in 2025, our Co-Founders
took into consideration each officer’s performance and contributions to the firm, including in terms of driving commercial
results for the firm, leading and managing people, and living the firm's values, as well as the recommendations by our Co-
Chief Executive Officers with respect to the performance and contributions to the firm of our Chief Financial Officer and Chief
Legal Officer and General Counsel, which included managing our business growth and our key risks.
Certain carried interest allocations are made and distributed in a year based on the investment proceeds generated by
our funds during the year. These distributions of carried interest may be made in cash or in-kind and are not subject to
vesting.
In addition, other carried interest allocations are made by determining a total dollar value for each named executive
officer's interest in the carry pool, based on the total amount of investments made by our investment vehicles during the
year. These carried interest allocations represent an entitlement to future realizations of carried interest, if any, which may
be distributed in cash or in-kind, and are generally subject to four-year service-based vesting. Vesting serves as an
employment retention mechanism and enhances the alignment of interests between our employees who participate in our
carry pool and the firm as well as the investors in our investment vehicles. Vesting is subject to certain exceptions, including
additional vesting upon death, disability or retirement. Due to our Co-Executive Chairmen's status as Co-Founders of our firm,
our Co-Founders are completely vested in their carried interest allocations upon grant.
Other Compensation
Our Co-Executive Chairmen are reimbursed by us for the use of a car and driver, and we pay for certain other
miscellaneous benefits for them, including the compensation of certain personnel who administer personal matters for them.
We believe that these benefits are appropriate in light of the time that they spend on our business, the limited compensation
paid by us for their services and their unique status as Co-Founders of our firm. In addition, we reimburse certain executive
officers for personal security services as well as for programs that are generally available to other senior employees, including
charitable donation matching, tax preparation, and financial planning services.
Minimum Retained Ownership and Transfer Restrictions
While employed by us, unless waived in whole or in part by the firm, each of our named executive officers has a minimum
retained ownership requirement obligating them to continue to hold at least 25% of the cumulative amount of equity awards
that have satisfied the vesting conditions during the duration of his or her employment with the firm. Upon vesting, equity
awards are also subject to additional restrictions, including transfer restrictions, which typically last for (1) one year with
respect to one-half of the units vesting on such vesting date and (2) two years with respect to the other one-half of the units
vesting on such vesting date.
Compensation and Risk
Our compensation program includes elements that we believe discourage excessive risk-taking and align the
compensation of our employees with the long-term performance of the firm. For example, certain elements of our
compensation program, like a discretionary year-end bonus, are determined at year-end and are discretionary based on the
considerations described above. In addition, a significant majority of the equity awards granted to our employees are subject
to multi-year vesting conditions, one- and two-year post-vesting transfer restriction periods and a minimum retained
ownership requirement, in addition to being subject to forfeiture in connection with the breach of certain restrictive covenant
obligations and terminations of employment with or without cause. Because our equity awards typically have multi-year
vesting provisions and, for our most senior employees, vesting conditions based on the market price of our common stock,
the actual amount of compensation realized by the recipient is tied to the long-term performance of our common stock.
Pursuant to our internal policies, without the prior authorization of our Chief Legal Officer and General Counsel, our
employees are not permitted to buy or sell derivative securities, including for hedging purposes, or to engage in short-selling
to hedge their economic risk of ownership.
We only make cash payments of carried interest to our employees when profitable investments have been realized and
after sufficient cash has been distributed to the investors in our investment vehicles. Carried interest allocable to our
employees from the carry pool is only distributed after all of the following criteria are met: (i) a realization event has occurred
(e.g., sale of an investment, receipt of a dividend, etc.); (ii) the investment vehicle has achieved positive overall investment
returns since its inception, in excess of performance hurdles where applicable, and is accruing carried interest; and (iii) with
respect to any investment with a fair value below cost, cost has been returned to investors in an amount sufficient to reduce
remaining cost to the investment's fair value. In addition, certain carried interest allocations to our employees are subject to
multi-year vesting conditions and are subject to forfeiture in connection with the breach of certain restrictive covenant
obligations and terminations of employment with or without cause. Because of multi-year vesting and clawback provisions
applicable to certain carried interest allocations and the fact that the distribution of carried interest is directly tied to the
realized performance of the underlying investments, we believe this fosters a strong alignment of interests among the
investors in those vehicles and our employees, which also benefits our stockholders.
2025 Summary Compensation Table
The following table presents summary information concerning compensation that was paid for services rendered by our
named executive officers during the fiscal years ended December 31, 2023, 2024, and 2025.
In 2023, 2024, and 2025, our named executive officers received dividends on shares of common stock and distributions
on vested restricted holdings units they hold. Because these dividends and distributions are not considered to be
compensation, they are not reflected as compensation in the table below.
Carried interest distributions to our named executive officers for the years ended December 31, 2023, 2024, and 2025 are
reflected in the All Other Compensation column in the table below. In each of 2023, 2024, and 2025, our Co-Chief Executive
Officers were allocated total dollar values of carried interest that were identical to each other; the different amounts set forth
below are due to historically different allocations of carried interest in respect of fund investments that generated investment
proceeds in each respective year.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | |||||||
| Henry R. Kravis | 2025 | 300,000 | — | — | 62,267,217 | (3) | 62,567,217 | ||||||
| Co-Executive Chairman | 2024 | 300,000 | — | — | 46,354,195 | 46,654,195 | |||||||
| 2023 | 300,000 | — | — | 34,976,652 | 35,276,652 | ||||||||
| George R. Roberts | 2025 | 300,000 | — | — | 63,483,936 | (4) | 63,783,936 | ||||||
| Co-Executive Chairman | 2024 | 300,000 | — | — | 44,820,455 | 45,120,455 | |||||||
| 2023 | 300,000 | — | — | 34,918,579 | 35,218,579 | ||||||||
| Joseph Y. Bae | 2025 | 300,000 | — | — | 83,970,205 | (5) | 84,270,205 | ||||||
| Co-Chief Executive Officer | 2024 | 300,000 | — | — | 72,787,375 | 73,087,375 | |||||||
| 2023 | 300,000 | 13,000,000 | — | 36,659,449 | 49,959,449 | ||||||||
| Scott C. Nuttall | 2025 | 300,000 | — | — | 80,056,440 | (6) | 80,356,440 | ||||||
| Co-Chief Executive Officer | 2024 | 300,000 | — | — | 63,895,805 | 64,195,805 | |||||||
| 2023 | 300,000 | 13,000,000 | — | 33,807,444 | 47,107,444 | ||||||||
| Robert H. Lewin | 2025 | 300,000 | — | — | 15,004,124 | (7) | 15,304,124 | ||||||
| Chief Financial Officer | 2024 | 300,000 | — | — | 10,358,184 | 10,658,184 | |||||||
| 2023 | 300,000 | 5,200,000 | 15,975,000 | 4,469,737 | 25,944,737 | ||||||||
| Kathryn K. Sudol (8) | 2025 | 300,000 | — | — | 5,484,223 | (9) | 5,784,223 | ||||||
| Chief Legal Officer and General Counsel | |||||||||||||
| (1) | Stock awards reflected in the table above for each year presented represent the value of the restricted holdings units granted in such reporting period. Fair value of the restricted holdings units granted to our named executive officers are calculated in accordance with Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("ASC Topic 718"). See Note 19 "Equity-Based Compensation" in our consolidated financial statements included elsewhere in this report for additional information about the valuation assumptions with respect to all grants reflected in this column. These amounts reflect the aggregate grant date fair values calculated under ASC Topic 718, and may not correspond to the actual value that will be recognized by our named executive officers. | ||||||||||||
| (2) | Carried interest is presented on the basis of cash or in-kind distributions received by our named executive officers in the respective fiscal year. We believe that presenting actual distributions received by our named executive officers is a more representative disclosure of their compensation than presenting allocated or accrued carried interest, because carried interest is paid only if and when there are profitable realization events relating to the underlying investments. Carried interest also includes amounts that are due to a named executive officer, but retained and not yet distributed in order to fund potential future clawback obligations if any were to arise. Any in-kind distributions in respect of carried interest are reported based on the last available reported net asset value of the securities distributed as of the date of distribution. | ||||||||||||
| (3) | Consists of $61,002,910 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $714,590 related to certain personnel who administered personal matters for Mr. Kravis during 2025 (the entire cost of which is reported, because we do not separately track whether their time is spent for business or personal reasons); $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; $50,000 of matching charitable donations; $449,717 related to the cost of a car, driver and other personal security; and up to $10,000 of benefits relating to healthcare costs. KKR also paid certain amounts for the use for KKR business of aircraft owned by an entity controlled by Mr. Kravis as described in “Certain Relationships and Related Party Transactions, Director Independence – Firm Use of Private Aircraft.” From time to time, family members and other personal guests of Mr. Kravis may accompany him on flights or otherwise on business travel, for which KKR incurs no incremental out-of-pocket cost. | ||||||||||||
| (4) | Consists of $62,536,126 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $629,436 related to certain personnel who administered personal matters for Mr. Roberts during 2025 (the entire cost of which is reported, because we do not separately track whether their time is spent for business or personal reasons); $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; $50,000 of matching charitable donations; $218,374 related to the cost of a car, driver and other personal security; and up to $10,000 of benefits relating to healthcare costs. KKR also paid certain amounts for the use, for KKR business, of aircraft owned by an entity controlled by Mr. Roberts as described in “Certain Relationships and Related Party Transactions, Director Independence – Firm Use of Private Aircraft.” From time to time, family members and other personal guests of Mr. Roberts may accompany him on flights or otherwise on business travel, for which KKR incurs no incremental out-of-pocket cost. | ||||||||||||
| (5) | Consists of $83,286,716 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; $50,000 of matching charitable donations; and $593,489 related to the cost of a car, driver and other personal security. From time to time, family members and other personal guests of Mr. Bae may accompany him on flights or otherwise on business travel, for which KKR incurs no incremental out-of-pocket cost. | ||||||||||||
| (6) | Consists of $79,691,541 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $25,000 related to financial planning services fees, $15,000 related to tax preparation fees; $50,000 of matching charitable donations; and $274,899 related to the cost of a car, driver and other personal security. KKR also paid certain amounts for the use, for KKR business, of aircraft owned by an entity controlled by Mr. Nuttall as described in “Certain Relationships and Related Party Transactions, Director Independence – Firm Use of Private Aircraft.” From time to time, family members and other personal guests of Mr. Nuttall may accompany him on flights or otherwise on business travel, for which KKR incurs no incremental out-of-pocket cost. | ||||||||||||
| (7) | Consists of $14,914,124 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; and $50,000 of matching charitable donations. | ||||||||||||
| (8) | Ms. Sudol was one of our named executive officers in 2025, and she was not a named executive officer in 2024 or 2023. Therefore, only her compensation information for the fiscal year ended December 31, 2025 is provided in the table. | ||||||||||||
| (9) | Consists of $5,394,223 in cash or in-kind distributions in respect of carried interest during 2025. For 2025, also consists of the following payments made by KKR: $25,000 related to financial planning services fees; $15,000 related to tax preparation fees; and $50,000 of matching charitable donations. |
Grants of Plan-Based Awards in 2025
We made no new grants of plan-based awards to our named executive officers in 2025.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Terms of Restricted Holdings Units
Restricted holdings units granted under our 2019 Equity Incentive Plan are equity awards, for which the number of shares
of common stock in respect of such equity awards is subject to the overall limitation on the number of shares of common
stock that may be awarded under the 2019 Equity Incentive Plan. The restricted holdings units program was approved by a
committee of independent directors of our Board of Directors in December 2019. KKR's independent directors are ineligible to
receive restricted holdings units.
In general, restricted holdings units are subject to either (i) a service-based vesting condition with vesting in annual
installments over a multi‑year period (generally three to five years) from a specified date, subject to the recipient's continued
employment with us on the applicable vesting dates, subject to exceptions, or (ii) a market price-based vesting condition
where the portion of the units that satisfies stock price target requirements will vest on a scheduled vesting date (generally
five years from the grant date), subject to the recipient's continued employment with us on the scheduled vesting date,
subject to exceptions. Certain restricted holdings units agreements may also contain additional vesting requirements.
Restricted holdings units provide the holder the ability, after vesting and the satisfaction of certain other conditions, to
exchange them for shares of our common stock on a one-for-one basis (or at the discretion of KKR, cash in an amount equal
to the fair market value of the shares of common stock that would otherwise be deliverable in such exchange). There is no tax
receivable agreement in place for such exchange of restricted holdings units granted under the 2019 Equity Incentive Plan,
and therefore, we will receive 100% of any tax benefits arising from the exchange of restricted holdings units granted under
that plan. Prior to vesting, restricted holdings units are not entitled to any distributions from us. Following vesting, restricted
holdings units become entitled to receive distributions from us. The amount of distribution per vested restricted holdings unit
is equal to the amount distributed on one KKR Group Partnership Unit. To the extent that distributions are made on a KKR
Group Partnership Unit that corresponds to a restricted holdings unit that is not vested, such distribution amount will be
allocated or otherwise applied in a manner we may determine in our discretion. Upon vesting, restricted holdings units are
generally subject to additional restrictions, including transfer restrictions, which typically last for (1) one year with respect to
one-half of the units vesting on such vesting date and (2) two years with respect to the other one-half of the units vesting on
such vesting date, and minimum retained ownership requirements, which obligate the recipients to continuously hold at least
25% of their cumulatively vested restricted holdings units, unless waived. Transfer-restricted units become fully vested and
transferable and may be exchanged into shares of common stock at the end of the transfer restriction period if the holder is
not terminated for cause and has complied with the terms of his or her confidentiality and restrictive covenant agreement
during the transfer restrictions period. See "—Terms of Confidentiality and Restrictive Covenant Agreements" below.
Terms of Confidentiality and Restrictive Covenant Agreements
The confidentiality and restrictive covenant agreements with each of our named executive officers include prohibitions
on them competing with us or soliciting our fund investors, clients or employees while employed by us and during a restricted
period following their departure from the firm. These agreements also have non-disparagement obligations and require our
named executive officers to protect and use the firm's confidential information only in accordance with confidentiality
restrictions set forth in the agreement.
The restricted periods for our Co‑Executive Chairmen expire two years from termination for both the prohibitions on
competition with us and the prohibitions on the solicitation of our fund investors, clients and employees. In cases where a Co-
Executive Chairman is terminated involuntarily and for reasons not constituting cause, such periods are reduced to one year
from termination. The restricted periods for our other named executive officers expire (1) in the case of the prohibitions on
competition with us, 12 months from termination and (2) in the case of the prohibitions on the solicitation of our fund
investors, clients and employees, 15 months from termination. These agreements also require that we, and our Co-Executive
Chairmen and other named executive officers, provide advance notice prior to termination of employment.
Our named executive officers have entered into these confidentiality and restrictive covenant agreements with us
through their restricted holdings unit and carried interest grant agreements.
Outstanding Equity Awards at 2025 Fiscal Year‑End
The following table sets forth information concerning unvested restricted holdings units for each of the named executive
officers as of December 31, 2025.
| Stock Awards | |||||
| Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| Henry R. Kravis | — | $— | — | $— | |
| George R. Roberts | — | $— | — | $— | |
| Joseph Y. Bae | 8,500,000 (2) | $1,083,580,000 | — | $— | |
| Scott C. Nuttall | 7,500,000 (3) | $956,100,000 | — | $— | |
| Robert H. Lewin | 1,400,000 (4) | $178,472,000 | — | $— | |
| Kathryn K. Sudol | 380,000 (5) | $48,442,400 | — | $— |
(1)These amounts are based on the closing market price of our common stock on the last trading day of the year ended December 31, 2025, which was
$127.48 per share.
(2)Represents 1,000,000 restricted holdings units granted on February 18, 2021, the vesting of which was subject to the average closing price of our
common stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets ranging from $45.00 to $70.00, all of which
were achieved prior to December 31, 2021. These restricted holdings units will vest on May 1, 2026 if the named executive officer continues to serve as
an employee until that date, subject to certain exceptions. Additionally, represents 7,500,000 restricted holdings units granted on December 9, 2021, the
vesting of which was subject to the average closing price of our common stock during 20 consecutive trading days meeting or exceeding certain specified
stock price targets ranging from $95.80 to $135.80, all of which were achieved prior to December 31, 2024. These restricted holdings units will vest on
December 31, 2026 if the named executive officer continues to serve as an employee until that date, subject to certain exceptions.
(3)Represents 7,500,000 restricted holdings units granted on December 9, 2021, the vesting of which was subject to the average closing price of our
common stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets ranging from $95.80 to $135.80, all of which
were achieved prior to December 31, 2024. These restricted holdings units will vest on December 31, 2026 if the named executive officer continues to
serve as an employee until that date, subject to certain exceptions.
(4)Represents 900,000 restricted holdings units granted on February 18, 2021, the vesting of which was subject to the average closing price of our common
stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets ranging from $45.00 to $70.00, all of which were
achieved prior to December 31, 2021. These restricted holdings units will vest on May 1, 2026 if the named executive officer continues to serve as an
employee until that date, subject to certain exceptions. Additionally, represents 500,000 restricted holdings units granted on August 4, 2023, the vesting
of which was subject to the average closing price of our common stock during 20 consecutive trading days meeting or exceeding certain specified stock
price targets ranging from $95.80 to $135.80, all of which were achieved prior to December 31, 2024. These restricted holdings units will vest on
December 31, 2028 if the named executive officer continues to serve as an employee until that date, subject to certain exceptions.
(5)Represents 80,000 restricted holdings units granted on October 3, 2022, which will vest in two equal annual installments on each of April 1, 2026 and April
1, 2027, subject to the named executive officer’s continued service as an employee on each vesting date. Additionally, represents 200,000 restricted
holdings units granted on October 3, 2022, the vesting of which was subject to the average closing price of our common stock during 20 consecutive
trading days meeting or exceeding certain specified stock price targets ranging from $75.00 to $115.00, all of which were achieved prior to December 31,
2024; these restricted holdings units will vest on April 1, 2027 if the named executive officer continues to serve as an employee until that date, subject to
certain exceptions. Additionally, represents 100,000 restricted holdings units granted on August 4, 2023, the vesting of which was subject to the average
closing price of our common stock during 20 consecutive trading days meeting or exceeding certain specified stock price targets ranging from $95.80 to
$135.80, all of which were achieved prior to December 31, 2024; these restricted holdings units will vest on December 31, 2028 if the named executive
officer continues to serve as an employee until that date, subject to certain exceptions.
Option Exercises and Stock Vested in 2025
The following table sets forth information concerning the vesting of restricted holdings units held by each of our named
executive officers during the year ended December 31, 2025.
| Stock Awards | |||||||||||
| Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | |||||||||
| Henry R. Kravis | — | $— | |||||||||
| George R. Roberts | — | $— | |||||||||
| Joseph Y. Bae | — | $— | |||||||||
| Scott C. Nuttall | — | $— | |||||||||
| Robert H. Lewin | — | $— | |||||||||
| Kathryn K. Sudol | 40,000 | $4,713,600 |
(1)The amounts reflected in this column represent restricted holdings units, a portion of which are subject to one- and two-year transfer restrictions upon
vesting. See "—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table" for additional terms, including with respect
to the transfer of certain restrictions from the restricted stock units to employees' restricted holdings units.
(2)These amounts are based on the closing market price of our common stock on each respective vesting date.
Pension Benefits for 2025
We provided no pension benefits during the fiscal year ended December 31, 2025.
Nonqualified Deferred Compensation for 2025
We provided no defined contribution plan for the deferral of compensation on a basis that is not tax‑qualified during the
fiscal year ended December 31, 2025.
Potential Payments Upon Termination or Change in Control
Upon termination of employment (other than due to death or permanent disability), vesting generally ceases for
restricted holdings units that have not vested. In addition, transfer-restricted vested restricted holdings units remain subject
to transfer restrictions for one- and two-year periods, except as described below. See "Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters" for additional information regarding the common
stock held by our named executive officers.
In general, a named executive officer who retires after the first date on which his or her age plus years of service to KKR
equals 80 ("qualified retirement") will generally (i) vest in his or her unvested restricted holdings units (for those with service
based vesting conditions) that would otherwise vest within two years following retirement and (ii) vest in a pro rata portion of
his or her unvested and restricted holdings units (for those with market price based vesting conditions) that satisfied the stock
price target requirements at the time of qualified retirement, in each case, subject to compliance, if applicable, with the
requirement that the holder not violate the terms and conditions of his or her confidentiality and restrictive covenants during
the period in which such restricted holdings units, if applicable, remains transfer restricted over the one- and two-year
periods from the original vesting date. However, the additional vesting terms upon a qualified retirement do not apply to the
restricted holdings units awarded to the Co-Chief Executive Officers in December 2021.
Upon death or permanent disability, generally (i) a holder of restricted holdings units with service based vesting
conditions will become vested with respect to service based vesting conditions in all such restricted holdings units and (ii) a
holder of restricted holdings units with market price based conditions will be eligible to vest in a pro rata portion of such
unvested restricted holdings units that satisfied the stock price target requirements at the time of death or permanent
disability based on the number of years of service from the grant date to the time of death or permanent disability. In
addition, upon a change in control of KKR, a holder of restricted holdings units may become immediately vested in all
unvested restricted holdings units. Upon vesting, holders of restricted holdings units are permitted to exchange vested
restricted holdings units into shares of common stock after the applicable transfer restrictions following vesting have lapsed.
The values of unvested restricted holdings units held by the named executive officers as of December 31, 2025 are set forth
above in "—Outstanding Equity Awards at 2025 Fiscal Year-End."
Upon termination of employment, vesting generally ceases for carried interest allocations, a portion of which is subject to
forfeiture for breach of the confidentiality and restrictive covenant agreement, to the extent permitted under applicable law.
In addition, carried interest allocations generally become immediately vested upon death or disability, and certain carried
interest allocations permit additional vesting upon retirement.
Pay Ratio Disclosure
For the fiscal year ended December 31, 2025:
- the median of the annual total compensation of all employees of our company (other than Messrs. Bae and Nuttall,
who were our Co-Chief Executive Officers as of December 31, 2025) was $210,000;
-
the annual total compensation of Messrs. Bae and Nuttall was $84,270,205 and $80,356,440, respectively; and
-
the ratio of the averaged annual total compensation of our Co-Chief Executive Officers to the median of the annual
total compensation of all other employees was 392 to 1.
To identify the median employee for the purpose of providing the information above, we examined the compensation of
all our current employees (other than our Co-Chief Executive Officers) as of December 31, 2025, using, based on our payroll
records, a consistently applied compensation measure consisting of such employees' annual salary, annual cash bonus, actual
overtime, carried interest payouts, and equity granted. Employees on unpaid leave of absence and employees who were not
part of the regular year-end compensation process are each excluded from the calculation. Compensation of employees who
were employed for less than the full year of 2025 were annualized only if they were part of the regular year-end
compensation process. We reviewed all compensation in U.S. dollars, using the relevant exchange rate for any compensation
paid in other currencies. After identifying the median employee, we calculated annual total compensation for such employee
using the same methodology we use for our principal executive officers as set forth in "—2025 Summary Compensation
Table." As noted in "—Compensation Discussion and Analysis," dividends paid on shares of common stock and distributions
on vested restricted holdings units are not considered compensation and accordingly are not included in the pay ratio
calculation above. The above CEO pay ratio represents a reasonable good faith estimate, calculated in a manner consistent
with SEC rules based on our payroll and employment records and the methodology described above.
Director Compensation
We pay compensation for service on our Board of Directors only to our independent directors. During 2025, each
independent director received (1) an annual cash retainer of $130,000, (2) an additional annual cash retainer of $15,000 if
such independent director is a member of the nominating and corporate governance committee, (3) an additional annual cash
retainer of $25,000 if such independent director is a member of the audit committee and an additional annual cash retainer of
$25,000 (in addition to the annual cash retainer as a member of the audit committee) if such independent director serves as
the chair of the audit committee, (4) an additional annual cash retainer of $15,000 if such independent director is a member
of the conflicts committee and an additional annual cash retainer of $15,000 (in addition to the annual cash retainer as a
member of the conflicts committee) if such independent director serves as the chair of the conflicts committee, and (5) an
additional annual cash retainer of $20,000 if such independent director is a member of the risk committee and an additional
annual cash retainer of $20,000 (in addition to the annual cash retainer as a member of the risk committee) if such
independent director serves as the chair of the risk committee.
Cash retainers are pro-rated if, during the fiscal year, a director joins or resigns from the Board of Directors, a director
joins or resigns from a committee or the amount of a retainer is increased or decreased. In addition, on December 11, 2025,
restricted stock units were granted to each independent director pursuant to our 2019 Equity Incentive Plan.
The following table sets forth the compensation paid to our independent directors for the fiscal year ended December 31,
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) |
| Craig Arnold (2) | 42,120 | 263,501 | 305,621 |
| Timothy R. Barakett (3) | 104,268 | 354,001 | 458,269 |
| Adriane M. Brown | 150,000 | 227,910 | 377,910 |
| Matthew R. Cohler | 195,000 | 227,910 | 422,910 |
| Mary N. Dillon | 165,000 | 227,910 | 392,910 |
| Arturo Gutiérrez Hernández | 145,000 | 227,910 | 372,910 |
| Xavier B. Niel | 130,000 | 227,910 | 357,910 |
| Kimberly A. Ross | 167,500 | 227,910 | 395,410 |
| Patricia F. Russo | 170,000 | 227,910 | 397,910 |
| Robert W. Scully | 225,000 | 227,910 | 452,910 |
| Evan T. Spiegel | 130,000 | 227,910 | 357,910 |
(1)Represents the aggregate grant date fair value of restricted stock units granted to each of the independent directors during the year ended December 31,
2025 as calculated in accordance with ASC Topic 718. See Note 19 "Equity-Based Compensation" in our consolidated financial statements included
elsewhere in this report for additional information about the valuation assumptions with respect to all grants reflected in this column. These amounts
reflect the aggregate grant date fair values calculated under ASC Topic 718 and may not correspond to the actual value that will be recognized by the
independent directors.
(2)Because Mr. Arnold joined our Board of Directors on September 23, 2025, he was granted an additional 242 restricted stock units.
(3)Because Mr. Barakett joined our Board of Directors on March 13, 2025, he was granted an additional 1,166 restricted stock units.
The following table details grants of restricted stock units to each independent director in the year ended December 31,
- The table includes the grant date and grant date fair value of 2025 restricted stock units and the aggregate number of
unvested restricted stock units as of December 31, 2025 owned by each independent director who served as a director during
the year ended December 31, 2025:
| Name | Grant Date (1) | Stock Awards (#) | Grant Date Fair Value ($) (2) | Total Number of Unvested Stock Awards on December 31, 2025 (#) |
| Craig Arnold (3) | 9/23/2025 | 242 | 35,591 | — |
| 12/11/2025 | 1,605 | 227,910 | 1,605 | |
| Timothy R. Barakett (4) | 3/13/2025 | 1,166 | 126,091 | — |
| 12/11/2025 | 1,605 | 227,910 | 1,605 | |
| Adriane M. Brown | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Matthew R. Cohler | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Mary N. Dillon | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Arturo Gutiérrez Hernández | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Xavier B. Niel | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Kimberly A. Ross | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Patricia F. Russo | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Robert W. Scully | 12/11/2025 | 1,605 | 227,910 | 1,605 |
| Evan T. Spiegel | 12/11/2025 | 1,605 | 227,910 | 1,605 |
(1)The restricted stock units were granted on December 11, 2025 and will vest on December 1, 2026, subject to the grantee's continued service through the
vesting date. The grants were each approved by the Board of Directors on December 10, 2025.
(2)Represents the grant date fair value of restricted stock units granted to each of the independent directors during the year ended December 31, 2025 as
calculated in accordance with ASC Topic 718. See Note 19 "Equity-Based Compensation" in our consolidated financial statements included elsewhere in
this report for additional information about the valuation assumptions with respect to all grants reflected in this column. These amounts reflect the
aggregate grant date fair values calculated under ASC Topic 718 and may not correspond to the actual value that will be recognized by the independent
directors.
(3)An additional 242 restricted stock units granted to Mr. Arnold for joining the Board of Directors on September 23, 2025 vested and were settled into an
equal number of shares of KKR common stock on December 1, 2025.
(4)An additional 1,166 restricted stock units granted to Mr. Barakett for joining the Board of Directors on March 13, 2025 vested and were settled into an
equal number of shares of KKR common stock on December 1, 2025.
KKR & Co. Inc. Equity Incentive Plan
Our outstanding equity awards were granted under the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan,
which we refer to as our 2019 Equity Incentive Plan. Our 2019 Equity Incentive Plan has a term of 10 years from the effective
date.
Administration
Our Board of Directors or a committee thereof administers our Equity Incentive Plan (the "Administrator"). The
Administrator has the authority to make all decisions, determinations and interpretations with respect to the administration
of our 2019 Equity Incentive Plan, including determining who will receive awards thereunder, the number of shares of
common stock underlying the awards and the terms and conditions of the awards, and is permitted, subject to applicable law,
to delegate all or any part of its responsibilities and powers to any employee or employees selected by it in accordance with
the terms of the 2019 Equity Incentive Plan. The Board of Directors authorized its Executive Committee (consisting of Messrs.
Kravis and Roberts) to act as the Administrator under the 2019 Equity Incentive Plan, provided that (i) the Executive
Committee is not authorized to make grants with respect to our executive officers without approval of the Board of Directors
and (ii) the Board of Directors reserved the power and authority to act as the Administrator and to modify the power and
authority of the Executive Committee under the 2019 Equity Incentive Plan.
Common Stock Subject to the Plan
As of December 31, 2025, 53,140,914 shares of common stock were available for issuance in respect of outstanding
awards and the grant of future awards, representing 15% of the Diluted Common Shares outstanding at the close of business
on December 31, 2025, minus the number of shares underlying any outstanding equity awards granted under our 2019 Equity
Incentive Plan that have not yet been delivered upon vesting. Under the 2019 Equity Incentive Plan, the aggregate number of
shares of common stock available under the plan will be 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 Common Shares
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. As a result, on
the first day of each fiscal year, the number of shares of common stock available for issuance of future awards under our 2019
Equity Incentive Plan will be adjusted upwards to 15% of the number of Diluted Common Shares outstanding at the close of
business on the last day of the immediately preceding fiscal year, minus the number of shares underlying any outstanding
equity awards granted under our 2019 Equity Incentive Plan that have not yet been delivered upon vesting. Therefore, we
expect that the number of shares of common stock available for issuance of future awards under our 2019 Equity Incentive
Plan will increase at the beginning of each fiscal year compared to the end of the immediately preceding fiscal year if, during
the immediately preceding year, there has been (i) any increase in the aggregate number of shares of common stock and KKR
Group Partnership Units outstanding or (ii) any delivery of underlying shares upon vesting of outstanding equity awards under
our 2019 Equity Incentive Plan.
Restricted Stock Units and Other Equity-Based Awards
The Administrator may grant or sell awards of restricted stock units, restricted holdings units, common stock, restricted
common stock, deferred restricted common stock, phantom restricted common stock, or any other awards that are valued in
whole or in part by reference to, or are otherwise based on the fair market value of, our common stock. Any of these or other
equity-based awards may be in such form, and dependent on such conditions, as the Administrator determines, including the
right to receive, or vest with respect to, one or more shares of common stock (or the equivalent cash value of such shares)
upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance
objectives. The Administrator may determine whether any such equity-based awards will be payable in cash, shares of
common stock or other assets or a combination of cash, common stock and other assets.
Options and Stock Appreciation Rights
The Administrator may award non-qualified stock options and stock appreciation rights. Options and stock appreciation
rights granted under the 2019 Equity Incentive Plan will become vested and exercisable at such times and upon such terms
and conditions as may be determined by the Administrator at the time of grant, but no option or stock appreciation right will
be exercisable for a period of more than ten years after it is granted. The exercise price per share will be determined by the
Administrator, provided that options and stock appreciation rights granted to participants who are U.S. taxpayers will not be
granted with an exercise price less than 100% of the fair market value per share of common stock on the date of grant. To the
extent permitted by the Administrator, the exercise price of an option may be paid in cash or its equivalent, in shares of
common stock having a fair market value equal to the aggregate exercise price and satisfying such other requirements as may
be imposed by the Administrator, partly in cash and partly in shares of common stock or net settlement in shares of common
stock. As determined by the Administrator, stock appreciation rights may be settled in shares of common stock, cash or any
combination thereof.
Compensation Committee Interlocks and Insider Participation
Because we are a "controlled company" within the meaning of the corporate governance standards of the NYSE, our
Board of Directors is not required by NYSE rules to establish a compensation committee. Messrs. Kravis and Roberts, our Co-
Executive Chairmen, participated in discussions regarding executive compensation, and Messrs. Bae and Nuttall, our Co-Chief
Executive Officers, participated in discussions regarding the compensation of our other executive officers. For a description of
certain transactions between us and our executive officers and directors, see "Certain Relationships and Related Transactions,
and Director Independence."
Compensation Committee Report
Our Board of Directors does not have a compensation committee. The entire Board of Directors has reviewed and
discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion,
has determined that the Compensation Discussion and Analysis should be included in this report.
| Henry R. Kravis | |
| George R. Roberts | |
| Joseph Y. Bae | |
| Scott C. Nuttall | |
| Craig Arnold | |
| Timothy R. Barakett | |
| Adriane M. Brown | |
| Matthew R. Cohler | |
| Mary N. Dillon | |
| Arturo Gutiérrez Hernández | |
| Xavier B. Niel | |
| Kimberly A. Ross | |
| Patricia F. Russo | |
| Robert W. Scully | |
| Evan T. Spiegel | |
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTER****S
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 891,550,894 shares of common stock issued and outstanding as of
February 24, 2026. 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 24, 2026.
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) | 83,862,855 | 9.41% | |||||||
| Henry R. Kravis (4) | 81,180,618 | 9.11 | |||||||
| Scott C. Nuttall (5) | 21,189,424 | 2.38 | |||||||
| Joseph Y. Bae (6) | 18,456,070 | 2.07 | |||||||
| Craig Arnold | 242 | * | |||||||
| Timothy R. Barakett | 236,166 | * | |||||||
| Adriane M. Brown | 11,665 | * | |||||||
| Matthew R. Cohler (7) | 141,440 | * | |||||||
| Mary N. Dillon | 27,385 | * | |||||||
| Arturo Gutiérrez Hernández | 12,780 | * | |||||||
| Xavier B. Niel | 30,273 | * | |||||||
| Kimberly A. Ross | 4,267 | * | |||||||
| Patricia F. Russo | 86,859 | * | |||||||
| Robert W. Scully | 188,109 | * | |||||||
| Evan T. Spiegel | 10,880 | * | |||||||
| Robert H. Lewin (8) | 1,199,226 | * | |||||||
| Kathryn K. Sudol (9) | 160,000 | * | |||||||
| Directors and executive officers as a group (18 persons) (3)(4)(5)(6)(7)(8)(9)(10) | 206,873,438 | 23.20% | |||||||
| 5% Stockholders | |||||||||
| The Vanguard Group Inc. (11) | 56,245,699 | 6.31 | |||||||
| BlackRock, Inc. (12) | 44,890,451 | 5.04 |
*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 1,043,242 shares held by a limited partnership over which Mr. Roberts has sole investment power.
(4)Includes (i) 15,227 shares held by Mr. Kravis's spouse over which Mr. Kravis may be deemed to share investment and voting power, (ii) 150,000 shares
held by a charitable foundation over which Mr. Kravis has shared voting power, and (iii) 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 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 investment and voting power. Not included in the table above is
150,000 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 46,429 shares held by a trust over which Mr. Cohler has shared investment and voting power.
(8)Includes 2,500 shares held by a trust over which Mr. Lewin has shared investment and voting power.
(9)Represents 160,000 restricted holdings units which are vested or scheduled to vest within 60 days of February 24, 2026.
(10)Includes 226,666 restricted holdings units which are vested or scheduled to vest within 60 days of February 24, 2026.
(11)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.
(12)Based on a Schedule 13G filed with the SEC on January 21, 2026, BlackRock, Inc. reports it is the beneficial owner of 44,890,451 shares of common stock,
with sole voting power over 40,809,800 shares of common stock, and sole dispositive power over 44,890,451 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, 2025.
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | Weighted‑Average Exercise Price of Outstanding Options, Warrants and Rights | Number 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 Holders | 76,843,384 | — | 53,140,914 |
| Equity Compensation Plan Not Approved by Security Holders | — | — | — |
| Total | 76,843,384 | — | 53,140,914 |
(1)Reflects the aggregate number of restricted stock units and restricted holdings units granted under our 2019 Equity Incentive Plan and outstanding as of
December 31, 2025.
(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 Plan. Accordingly, upon issuance pursuant to our 2019 Equity Incentive Plan, these shares of common stock will be available for sale in
the open market.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The following description is a summary of the material terms of the agreements described below, and does not contain
all of the information that you may find useful. For additional information, you should read the copies of such agreements, all
of which have been previously filed with the SEC or incorporated by reference as exhibits to this report.
Reorganization Agreement
On October 8, 2021, KKR entered into a Reorganization Agreement with KKR Holdings, Associates Holdings, KKR
Management (the holder of the sole outstanding share of Series I preferred stock), and the other parties thereto. Pursuant to
the Reorganization Agreement, the parties agreed to undertake a series of integrated transactions to effect a number of
transformative structural and governance changes, including (a) the acquisition by KKR of KKR Holdings and all of the KKR
Group Partnership Units held by it (which as noted below is completed), (b) the future elimination of voting control by KKR
Management and the Series I preferred stock held by it, (c) the future establishment of voting rights for all common stock on a
one vote per share basis, including with respect to the election of directors, and (d) the future control of the carry pool by
KKR.
On May 31, 2022, the merger transactions (“Reorganization Mergers”) contemplated by the Reorganization Agreement to
simplify KKR’s corporate structure were completed. In the Reorganization Mergers, KKR acquired KKR Holdings (which
changed its name to KKR Group Holdings L.P.) and 258.3 million KKR Group Partnership Units held by it, and in exchange KKR
issued and delivered 266.8 million shares of common stock to the former limited partners of KKR Holdings. Following the
Reorganization Mergers, our principals own the same common stock as the public stockholders of KKR & Co. Inc. (which was
formerly known as KKR Aubergine Inc. and become the successor holding company of our business). For additional
information about the Reorganization Mergers, please see Note 1 “Organization” in our financial statements included in this
report.
On May 30, 2022, KKR's tax receivable agreement with KKR Holdings was terminated, other than with respect to
exchanges of KKR Holdings equity for common stock that occurred prior to Reorganization Mergers.
The Reorganization Agreement further provides for:
(i) the future elimination of control of KKR & Co. Inc. by KKR Management, by having all voting power vested in the
common stock of KKR & Co. Inc. on a one vote per share basis on the Sunset Date (as defined below), which will be no
later than December 31, 2026, and
(ii) also on the Sunset Date, the future acquisition of control by KKR of Associates Holdings when a subsidiary of KKR & Co.
Inc. will be the general partner of Associates Holdings.
The “Sunset Date” will be the earlier of (i) December 31, 2026 and (ii) the six-month anniversary of the first date on which
the death or permanent disability of both our Co-Founders has occurred (or any earlier date consented to by KKR
Management, in its sole discretion).
The incremental 8.5 million shares of common stock of KKR & Co. Inc. received in the Reorganization Mergers are not be
transferable (except in the case of death or for estate planning purposes) prior to the Sunset Date, and in addition, KKR
Management agreed not to transfer its ownership of the sole share of Series I preferred stock.
The transactions contemplated to occur under the Reorganization Agreement (including the Reorganization Mergers, the
termination of the tax receivable agreement except with respect to exchanges of KKR Holdings units made prior thereto, and
the changes to occur effective on the Sunset Date) are all required to be consummated together as integrated transactions
under the Reorganization Agreement. Because the Reorganization Mergers have been completed, the changes to occur
effective on the Sunset Date are unconditional commitments of KKR Management, Associates Holdings, KKR & Co. Inc., and
the other parties to the Reorganization Agreement.
Registration Rights Agreement
In connection with our NYSE listing, we entered into a registration rights agreement with KKR Holdings pursuant to which
we granted KKR Holdings, its affiliates and transferees of its KKR Group Partnership Units (including the shares of KKR & Co.
Inc. received in the Reorganization Mergers) the right, under certain circumstances and subject to certain restrictions, to
require us to register under the Securities Act our common stock (and other securities convertible into or exchangeable or
exercisable for shares of our common stock) held or acquired by them. Under the registration rights agreement, holders of
registration rights have the right to require us to make available shelf registration statements permitting sales of shares of
common stock into the market from time to time over an extended period. In addition, holders of registration rights will have
the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other holders
of registration rights or initiated by us. On October 1, 2010, the registration statement we filed pursuant to this agreement
was declared effective, and related post-effective amendments were declared effective on April 14, 2011, September 21,
2011, July 10, 2018 and June 7, 2022.
Tax Receivable Agreement
We had a tax receivable agreement with KKR Holdings, pursuant to which we were required to pay to KKR Holdings or to
its limited partners a portion of the tax savings realized by exchanges of KKR Group Partnership Units for shares of common
stock pursuant to the exchange agreement described above. As noted above, the tax receivable agreement was terminated
on May 30, 2022, but we remain obligated to make payments under the tax receivable agreement with respect to any
exchanges completed prior to May 30, 2022.
KKR Group Partnership made an election under Section 754 of the Code that was effective for each taxable year in which
an exchange of KKR Group Partnership Units for shares of common stock occurred prior to May 30, 2022, which may have
resulted in an increase in our tax basis of the assets of KKR Group Partnership at the time of an exchange of KKR Group
Partnership Units. Certain of these exchanges have resulted in an increase in our share of the tax basis of the tangible and
intangible assets of KKR Group Partnership, primarily attributable to a portion of the goodwill inherent in our business that
would not otherwise have been available. This increase in tax basis has increased certain depreciation and amortization
deductions for tax purposes and therefore is expected to reduce the amount of income tax we otherwise would be required
to pay. This increase in tax basis is expected to also decrease gain (or increase loss) on future dispositions of certain capital
assets to the extent tax basis is allocated to those capital assets.
The surviving payment obligations under the tax receivable agreement require us to pay to former limited partners of KKR
Holdings who exchanged KKR Holdings units for shares of common stock 85% of the amount of cash savings, if any, in U.S.
federal, state and local income tax that we realized as a result of the increase in tax basis described above, as well as 85% of
the amount of any such savings we actually realize as a result of increases in tax basis that arise due to future payments under
the agreement. We benefit from the remaining 15% of cash savings, if any, in income tax that we realize.
These payment obligations are obligations of KKR Group Co. Inc. and its wholly-owned subsidiary, KKR Group Holdings
Corp., which are treated as corporations for U.S. tax purposes, but are not payment obligations of KKR & Co. Inc. or KKR Group
Partnership L.P. Payments made under the tax receivable agreement are required to be made within 90 days of the filing of
our tax returns, which may result in a timing difference between the tax savings received by KKR and the cash payments made
to the former limited partners of KKR Holdings. There is no tax receivable agreement in place for any exchange of restricted
holdings units granted under the 2019 Equity Incentive Plan, and therefore, we will receive 100% of any tax benefits arising
from such exchanges unless we exercise discretion to make tax distributions to holders of restricted holdings units.
For purposes of the tax receivable agreement, cash savings in income tax is computed by comparing our actual income
tax liability to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis
of the tangible and intangible assets of KKR Group Partnership as a result of the exchanges of KKR Group Partnership Units
and had we not entered into the tax receivable agreement. The surviving payment obligations of the tax receivable agreement
continue until all such tax benefits have been utilized or expired.
Effective July 1, 2018, we amended the tax receivable agreement to reflect our conversion to a corporation. The
amendment also clarifies that the tax benefit payments with respect to exchanges completed at any time prior to the
conversion will be calculated without taking into account the step-up in tax basis in our underlying assets that we generated in
2018 as a result of the conversion.
Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise,
insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the
amount and timing of any payments under the tax receivable agreement, will vary based upon a number of factors, including
the amount of tax, if any, we are required to pay aside from any tax benefit from the exchanges, and the timing of any such
payment. If we did not have taxable income aside from any tax benefit from the exchanges, we are not required to make
payments under the tax receivable agreement for that taxable year because no tax savings would have been actually realized.
We expect that as a result of the amount of the increases in the tax basis of the tangible and intangible assets of KKR
Group Partnership, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize
the full tax benefit of the increased amortization of our assets, future payments under the tax receivable agreement could be
significant. As of December 31, 2025, an undiscounted payable of $359.3 million has been recorded in due to affiliates in the
financial statements representing management's best estimate of the amounts currently expected to be owed for certain
exchanges of KKR Holdings equity that took place prior to the termination of the tax receivable agreement. The payments
under the tax receivable agreement are required to be made within 90 days of the filing of our tax returns. During the year
ended December 31, 2025, an aggregate of $25.5 million was made to the former limited partners of KKR Holdings.
Payments under the tax receivable agreement are based upon the tax reporting positions that we determined. We are
not aware of any issue that would cause the IRS to challenge a tax basis increase that we have taken. However, none of the
former limited partners of KKR Holdings will reimburse us for any payments previously made under the tax receivable
agreement if such tax basis increase, or the tax benefits we claimed arising from such increase, is successfully challenged by
the IRS. As a result, in certain circumstances, payments to former limited partners of KKR Holdings under the tax receivable
agreement could be in excess of our cash tax savings. Our ability to achieve benefits from any tax basis increase, and the
payments to be made under this agreement, will depend upon a number of factors, as discussed above, including the timing
and amount of our future income.
KKR Group Partnership Agreement
We control the general partner of KKR Group Partnership and, through KKR Group Partnership and its subsidiaries, the
KKR business. KKR Group Partnership is the owner of the entirety of KKR's business.
Pursuant to the limited partnership agreement of KKR Group Partnership, we, as the controlling general partner of KKR
Group Partnership, have the indirect right to determine when distributions will be made to the holders of KKR Group
Partnership Units and the amount of any such distributions.
The limited partnership agreement of KKR Group Partnership permits tax distributions to the holders of KKR Group
Partnership Units if the general partner of KKR Group Partnership determines that distributions from KKR Group Partnership
would otherwise be insufficient to cover the tax liabilities of a holder of a KKR Group Partnership Unit. Generally, these tax
distributions will be computed based on our estimate of the net taxable income of the relevant partnership allocable to a
holder of a KKR Group Partnership Unit multiplied by an assumed tax rate equal to the highest effective marginal combined
U.S. federal, state and local income tax rate prescribed for an individual or corporate resident in New York, New York (taking
into account the non-deductibility of certain expenses and the character of our income).
The limited partnership agreement of KKR Group Partnership authorizes the general partner of KKR Group Partnership to
issue an unlimited number of additional securities of KKR Group Partnership with such designations, preferences, rights,
powers and duties that are different from, and may be senior to, those applicable to KKR Group Partnership Units, and which
may be exchangeable for KKR Group Partnership Units.
Firm Use of Private Aircraft
From time to time, we use private aircraft to transport employees for business purposes. In accordance with KKR & Co.
Inc.'s policy on reimbursement of the cost of use of private aircraft while traveling for business, we reimbursed certain of our
executive officers for firm use of private aircraft.
Companies associated with Messrs. Kravis, Roberts, and Nuttall own aircraft that are used for KKR's business in the
ordinary course of our operations. Messrs. Kravis, Roberts, and Nuttall funded the purchase of these aircraft with their
personal funds and fund all operating, personnel and maintenance costs associated with their operation. The hourly rates that
we pay for the use of these aircraft are based on current market rates for chartering private aircraft of the same type. For the
year ended December 31, 2025, we paid a total of $5.8 million (including applicable taxes) for the use of these aircraft, of
which substantially all was borne by us rather than our investment funds (which indirectly bear the cost of some of these
flights at commercial airline rates). Of this total, $2.6 million relates to use of an aircraft owned by an entity controlled by Mr.
Kravis, $0.9 million relates to use of an aircraft owned by an entity controlled by Mr. Roberts, and $2.3 million relates to use
of an aircraft owned by an entity controlled by Mr. Nuttall.
Side-By-Side and Other Investments
Because fund investors typically are unwilling to invest their capital in a fund unless the fund's manager also invests its
own capital in the fund's investments, our investment fund documents generally require the general partners of our
investment funds to make minimum capital commitments to the funds. The amount of these commitments, which are
negotiated by fund investors, generally range from 2% to 8% of a fund's total capital commitments at final closing, but may be
greater for certain funds pursuing new strategies. When investments are made, the general partner contributes capital to the
fund based on its fund commitment percentage and if applicable, acquires a capital interest in the investment that is not
subject to a carried interest or management fees. Historically, these capital contributions have been funded with cash from
operations that otherwise would be distributed to our employees.
We did not acquire capital interests in certain investments that were funded by our employees or others involved in our
business prior to October 1, 2009. Rather, those capital interests were allocated to our employees or others involved in our
business and are reflected in our financial statements as noncontrolling interests in consolidated entities to the extent that we
hold the general partner interest in the fund. Any capital contributions that our fund general partners are required to make to
a fund will be funded by us and we will be entitled to receive our allocable share of the returns thereon.
In addition, certain of our current and former employees and certain other qualifying personnel are permitted to invest,
and have invested, their own capital in our investment funds and vehicles, in side-by-side investments with our funds and the
firm, as well as in funds managed by our hedge fund partnerships. Side-by-side investments are investments generally made
on the same terms and conditions as those available to the applicable fund or the firm and, they, together with their
investments in our funds and vehicles or the funds managed by our hedge fund partnerships, are not generally subject to
management fees or a carried interest. The cash invested by our current and former employees and certain other qualifying
personnel and their investment vehicles aggregated to $611.9 million for the year ended December 31, 2025, of which $35.0
million, $60.4 million, $38.9 million, $27.7 million, $4.4 million, and $0.9 million was invested by Messrs. Kravis, Roberts, Bae,
Nuttall, and Lewin and Ms. Sudol and their personal or estate planning vehicles, respectively. These investments are not
included in the accompanying consolidated financial statements.
Indemnification of Directors, Officers and Others
Under our certificate of incorporation, in most circumstances we will indemnify the following persons, to the fullest
extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees
and expenses), judgments, fines, penalties, interest, settlements or other amounts: (a) the Series I preferred stockholder; (b)
KKR Management in its capacity as the former general partner of KKR & Co. L.P. (the "Former Managing Partner"); (c) any
person who is or was an affiliate of the Series I preferred stockholder or the Former Managing Partner (excluding any affiliate
that is or was controlled by KKR & Co. Inc. or one of its subsidiaries); (d) any person who is or was a member, partner, tax
matters partner (as defined in the Code, as in effect prior to 2018), partnership representative (as defined in the Code),
officer, director, employee, agent, fiduciary or trustee of KKR & Co. Inc. or one of its subsidiaries, Series I preferred
stockholder or the Former Managing Partner; (e) any person who is or was serving at our request or the request of the Former
Managing Partner or any subsidiary of KKR & Co. Inc. or the Former Managing Partner as an officer, director, employee,
member, partner, tax matters partner, partnership representative, agent, fiduciary or trustee of another person (provided
that, for clauses (d) and (e), a person shall not be an indemnitee by reason of providing, on a fee-for-services basis or similar
arms-length compensatory basis, agency, advisory, consulting, trustee, fiduciary or custodial services); or (f) any other person
designated by us at any time as an indemnitee as permitted by applicable law.
We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of
competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We have
also agreed to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be
out of our assets. Unless it otherwise agrees, the Series I preferred stockholder will not be liable for, or have any obligation to
contribute or loan any monies or property to us to enable us to effectuate, indemnification. The indemnification of the
persons described above shall be secondary to any indemnification such person is entitled from another person or the
relevant KKR fund to the extent applicable. We may purchase insurance against liabilities asserted against, and expenses
incurred by, persons in connection with their activities, regardless of whether we would have the power to indemnify the
person against liabilities under our certificate of incorporation. We currently maintain liability insurance for our directors and
officers. Such insurance would be available to our directors and officers in accordance with its terms.
In addition, we have entered into indemnification agreements with KKR Management and each of our directors. Each
indemnification agreement provides that the indemnitee, subject to the limitations set forth in each indemnification
agreement, will be indemnified and held harmless by us on an after-tax basis from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest,
settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or
proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in
which the indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an
indemnitee or by reason of any action alleged to have been taken or omitted in such capacity, whether arising from alleged
acts or omissions to act occurring on, before or after the date of such indemnification agreement. Each indemnification
agreement provides that the indemnitee shall not be indemnified and held harmless if there has been a final and non-
appealable judgment entered by an arbitral tribunal or court of competent jurisdiction determining that, in respect of the
matter for which the indemnitee is seeking indemnification pursuant to the indemnification agreement, the indemnitee acted
in bad faith or engaged in fraud or willful misconduct.
Guarantee of Contingent Obligations to Fund Partners; Indemnification
The partnership documents governing KKR's carry-paying investment funds and vehicles generally include a "clawback"
provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the
fund for distribution to the fund investors at the end of the life of the fund. Under a clawback obligation, upon the liquidation
of a fund, the general partner is required to return, typically on an after-tax basis, previously distributed carry to the extent
that, due to the diminished performance of later investments, the aggregate amount of carry distributions received by the
general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled,
including the effects of any performance thresholds. As of December 31, 2025, $150.0 million of carried interest was subject
to this clawback obligation, assuming that all applicable carry-paying funds were liquidated at their December 31, 2025 fair
values. Had the investments in such funds been liquidated at zero value, the clawback obligation would have been
approximately $5.8 billion. Carried interest is recognized in the consolidated statements of operations based on the
contractual conditions set forth in the agreements governing the fund as if the fund were terminated and liquidated at the
reporting date and the fund's investments were realized at the then estimated fair values. Amounts earned pursuant to
carried interest are earned by the general partner of those funds to the extent that cumulative investment returns are
positive and where applicable, preferred return thresholds have been met. If these investment amounts earned decrease or
turn negative in subsequent periods, recognized carried interest will be reversed and to the extent that the aggregate amount
of carry distributions received by the general partner during the term of the fund exceed the amount to which the general
partner was ultimately entitled, a clawback obligation would be recorded. For funds that are consolidated, this clawback
obligation, if any, is reflected as an increase in noncontrolling interests in the consolidated statements of financial condition.
For funds that are not consolidated, this clawback obligation, if any, is reflected as a reduction of KKR's investment balance as
this is where carried interest is initially recorded.
Menlo Park Office
Our office in Menlo Park, California, is owned by a real estate partnership that is controlled and majority-owned by
persons unaffiliated with KKR and its executive officers. However, Messrs. Kravis and Roberts and their estate planning
vehicles own and control a minority limited partner interest in the real estate partnership. In November 2022, KKR entered
into a new 15-year lease with the real estate partnership, representing an annual rent of $6.3 million, subject to certain
current and annual adjustments. Payments made from KKR to this real estate partnership aggregated $7.1 million for the year
ended December 31, 2025.
Confidentiality and Restrictive Covenant Agreements
Our employees have entered into confidentiality and restrictive covenant agreements that include prohibitions on our
employees competing with us or soliciting clients, investments or employees of our firm during a restricted period following
their departure from the firm. For further information on these agreements, see "Executive Compensation—Narrative
Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Terms of Confidentiality and Restrictive
Covenant Agreements."
Other Transactions with Related Persons
We have entered, and may in the future continue to enter, into ordinary course transactions with unaffiliated entities
known to us to beneficially own more than 5% of any class of our outstanding voting securities. These transactions may
include investments by them in our funds generally on the same terms and conditions offered to other unaffiliated fund
investors and participation in our capital markets transactions, including underwritings and syndications, generally on the
same terms and conditions offered to other unaffiliated capital markets participants. See "Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters."
Statement of Policy Regarding Transactions with Related Persons
Our Board of Directors adopted a written statement of policy for transactions with related persons (our "related person
policy"). Our related person policy requires that a "related person" (as defined as in Item 404(a) of Regulation S-K) must
promptly disclose to our General Counsel or other designated person any "related person transaction" (defined as any
transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, including, without
limitation, any loan, guarantee of indebtedness, transfer or lease of real estate, or use of company property that is reportable
by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds
$120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with
respect thereto. Those individuals will then communicate that information to the Board of Directors. No related person
transaction will be consummated without the approval or ratification of a committee of the board consisting exclusively of
disinterested directors; provided, however, the conflicts committee of our Board of Directors has pre-approved: certain
ordinary course transactions with persons known to us to beneficially own more than 5% of our outstanding common stock
on terms generally not less favorable as obtained from other third parties, including investments in our funds as limited
partners and participation in capital markets transactions like underwritings and syndications; the renewal of pre-existing
strategic relationships with persons known to us to beneficially own more than 5% of our outstanding common stock; the use
of aircraft owned by our senior employees for business purposes; certain investments by eligible employees or directors in
our funds, in side-by-side investments with our funds and the firm, as well as in funds managed by our hedge fund
partnerships; and certain pro rata cash contributions to the KKR Group Partnership for cash management purposes. In
addition, it is our policy that directors interested in a related person transaction should recuse themselves from any vote on a
related person transaction in which they have an interest, unless otherwise permitted by applicable law.
Director Independence
See "Directors, Executive Officers and Corporate Governance—Independence and Composition of the Board of Directors"
for information on director independence.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table summarizes the aggregate fees for professional services provided by Deloitte & Touche LLP (PCAOB ID
No. 34), the member firms of Deloitte Touche Tohmatsu Limited, or their respective affiliates (collectively, the "Deloitte
Entities") for the years ended December 31, 2025 and 2024.
| For the Year Ended December 31, 2025 | ||
| ($ in thousands) | ||
| Audit Fees | $78,323 | (1) |
| Audit-Related Fees | $49,779 | (2) |
| Tax Compliance Fees | $74,583 | (3) |
| Tax Planning and Advisory Fees | $29,961 | (4) |
| All Other Fees | $1,221 |
| For the Year Ended December 31, 2024 | ||
| ($ in thousands) | ||
| Audit Fees | $65,999 | (1) |
| Audit-Related Fees | $52,505 | (2) |
| Tax Compliance Fees | $63,215 | (3) |
| Tax Planning and Advisory Fees | $26,754 | (4) |
| All Other Fees | $230 |
(1)Audit Fees consisted of estimated fees for each audit year for (a) the audits of our consolidated financial statements in this report on Form 10-K and
services related to, or required by, statute or regulation, including other corporate entities; (b) reviews of the interim condensed consolidated financial
statements included in our quarterly reports on Form 10-Q; (c) comfort letters, consents and other services related to SEC and other regulatory filings;
and (d) audit services provided to KKR funds, the costs of which are generally borne by the KKR funds.
(2)Audit-Related Fees primarily included merger, acquisition, and investment due diligence services for strategic acquisitions or investments in target
companies, the costs of which are generally borne by the KKR funds.
(3)Tax Compliance Fees consisted of fees for services rendered for tax compliance.
(4)Tax Planning and Advisory Fees primarily included tax planning and advisory services, as well as tax fees for merger, acquisition, and investment
structuring services for strategic acquisitions or investments in target companies, the costs of which are generally borne by the KKR funds.
The Deloitte Entities provided audit, audit-related, tax, and other services to KKR portfolio companies, which are
approved directly by the portfolio company’s management and are not included in the amounts presented above.
Our Audit Committee charter, which is available on our website at www.kkr.com under "Investor Relations—
Sustainability & Corporate Governance—Corporate Governance—Audit Committee Charter," requires the Audit Committee to
approve in advance all audit and non-audit related services to be provided by our independent registered public accounting
firm in accordance with the audit and non-audit related services pre-approval policy. All services reported in the Audit, Audit-
Related, Tax, and All Other categories above were approved by the Audit Committee.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report.
- Financial Statements
See Item 8 above.
- Financial Statement Schedules:
See Schedule II - Valuation and Qualifying Accounts - Years Ended December 31, 2025, 2024, and 2023 and
Schedule IV - Reinsurance - Years Ended December 31, 2025, 2024, and 2023 - of this report on Form 10-K. The other
schedules are omitted as they are not applicable or the amounts involved are not material.
- Exhibits:
| 4.3 | Indenture dated as of February 1, 2013 among KKR Group Finance Co. II LLC, KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on February 1, 2013). | |
| 4.4 | First Supplemental Indenture dated as of February 1, 2013 among KKR Group Finance Co. II LLC, [KKR & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon](https://www.sec.gov |
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: | February 27, 2026 | ||
| KKR & CO. INC. | |||
| /s/ ROBERT H. LEWIN | |||
| Name: | Robert H. Lewin | ||
| Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ HENRY R. KRAVIS | Co-Executive Chairman, Director | February 27, 2026 | ||
| Henry R. Kravis | ||||
| /s/ GEORGE R. ROBERTS | Co-Executive Chairman, Director | February 27, 2026 | ||
| George R. Roberts | ||||
| /s/ JOSEPH Y. BAE | Director, Co-Chief Executive Officer | February 27, 2026 | ||
| Joseph Y. Bae | (principal executive officer) | |||
| /s/ SCOTT C. NUTTALL | Director, Co-Chief Executive Officer | February 27, 2026 | ||
| Scott C. Nuttall | (principal executive officer) | |||
| /s/ CRAIG ARNOLD | Director | February 27, 2026 | ||
| Craig Arnold | ||||
| /s/ TIMOTHY R. BARAKETT | Director | February 27, 2026 | ||
| Timothy R. Barakett | ||||
| /s/ ADRIANE M. BROWN | Director | February 27, 2026 | ||
| Adriane M. Brown | ||||
| /s/ MATTHEW R. COHLER | Director | February 27, 2026 | ||
| Matthew R. Cohler | ||||
| /s/ MARY N. DILLON | Director | February 27, 2026 | ||
| Mary N. Dillon | ||||
| /s/ ARTURO GUTIÉRREZ HERNÁNDEZ | Director | February 27, 2026 | ||
| Arturo Gutiérrez Hernández | ||||
| /s/ XAVIER B. NIEL | Director | February 27, 2026 | ||
| Xavier B. Niel | ||||
| /s/ KIMBERLY A. ROSS | Director | February 27, 2026 | ||
| Kimberly A. Ross | ||||
| /s/ PATRICIA F. RUSSO | Director | February 27, 2026 | ||
| Patricia F. Russo | ||||
| /s/ ROBERT W. SCULLY | Director | February 27, 2026 | ||
| Robert W. Scully | ||||
| /s/ EVAN T. SPIEGEL | Director | February 27, 2026 | ||
| Evan T. Spiegel | ||||
| /s/ ROBERT H. LEWIN | Chief Financial Officer (principal financial and accounting officer) | February 27, 2026 | ||
| Robert H. Lewin |