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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:
-
difficult market and economic conditions;
-
geopolitical events, natural disasters and other similar events not within our control;
-
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