KKR & Co. (KKR) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A548 rewritten2,651 added1,412 removed41 unchanged
All filing items5,450 rewritten10,991 added3,908 removed984 unchanged
Summary
counted, not written
- Item 1A lists 72 risk factor headings: 50 new, 15 reworded and 7 unchanged since FY2024. 57 headings from FY2024 no longer appear.
- Sentence by sentence, 10,991 added, 3,908 removed, 5,450 rewritten and 984 unchanged across 20 items that differ.
New Item 1A headings (50)
- The loss of key personnel or their services, or any misconduct by key personnel, could have a material adverse effect on KKR.
- Our reliance on third parties in the operation of our business exposes us to operational, reputational and other risks.
- Disruptions in our technology infrastructure or the occurrence of other operational errors could materially and adversely affect our business.
- The failure to effectively manage our balance sheet could materially and adversely affect our financial condition and results of operations.
- The failure to manage, or the inability to access, adequate sources of liquidity could materially and adversely affect KKR.
- The failure to manage our financial and enterprise risks could materially and adversely affect our financial condition and results of operation.
- We may pursue new business opportunities, strategic initiatives, or investment opportunities that involve new or unique business, regulatory or other complexities and risks.
- We operate in a highly competitive industry.
- The inability to raise capital from third-party investors for our investment vehicles, insurance business and transactions could materially and adversely affect us.
- The ability to raise capital from institutional investors is critical and may be adversely affected by factors beyond our control.
- regulatory requirements and other risks.
- The portion of our AUM we refer to as perpetual capital is not permanent and is subject to change.
- The actions of our portfolio companies may subject us to potential liabilities and cause us reputational harm.
- We are subject to focus by certain stakeholders on sustainability matters.
- Our business is subject to complex, extensive and evolving laws, and the failure to comply with applicable laws may materially and adversely affect us.
- litigation, reputational harm and other material and adverse impacts to our business.
- The suspension, revocation, or limitation of our regulatory registrations or licenses may materially adversely affect our business.
- Changes in the regulatory framework applicable to our business, including the loss of exemptions or the application of enhanced group-level regulation, may materially adversely affect us.
- If regulatory exemptions or exclusions on which we rely become unavailable, we may become subject to additional restrictive and costly regulatory requirements, regulatory action or liability.
- litigation, and reputational risks, which may materially adversely affect our business.
- Regulations impacting the insurance industry and insurance companies owned by alternative asset managers may adversely affect our business.
- We are subject to substantial regulatory risks due to our extensive and global investment activities.
- Various investment-related and competition laws may limit our investment opportunities and subject us to adverse regulatory consequences.
- Financial crime laws may limit our investment and capital raising activities and subject us to adverse regulatory consequences.
- Our investment vehicles and insurance subsidiaries could become subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code, which would adversely affect our businesses.
- Sustainability-related laws and disclosure requirements may increase compliance costs and subject us to enforcement risks and reputational risks.
- Privacy, data protection, cybersecurity and artificial intelligence laws may increase compliance costs and subject us to enforcement risks and reputational risks.AICybersecurity
- The valuations of illiquid investments are subjective and uncertain, and any realizations of our illiquid investments may occur at prices which differ from their carrying values.
- We often pursue investment opportunities that involve unique business, regulatory, legal, tax or other complexities that entail significant risks.
- We use a significant amount of leverage in our investment activities, and our portfolio companies and investments may have significant credit and liquidity requirements, which may be materially and adversely affected by changes in financial markets.
- Investments in real assets may expose us and our investment vehicles to greater risks, liabilities and operational complexities than investments in operating companies.
- If we fail to effectively manage conflicts of interest that arise from our investment activities, our reputation, business or financial results could be materially and adversely impacted or we may become subject to regulatory scrutiny or litigation.
- If our third-party investors fail to fund their capital calls when requested by us, it may materially and adversely affect us.
- We operate in a highly competitive industry.
- We may not be able to identify or manage significant growth opportunities for our insurance business.
- The ability to source successful reinsurance opportunities is not guaranteed.
- The disruption of our third-party distribution network may have a material adverse effect on us.
- If the assumptions and estimates used for our insurance business differ significantly from our actual results, we may experience significant losses.
- If the ratings of our insurance subsidiaries are downgraded, it may materially and adversely affect our ability to sell our products, conduct our business, raise equity or issue debt.
- Our insurance business faces risks associated with business we cede to other reinsurers as well as business ceded to us.
- Our insurance business is heavily regulated, and such regulations may have a material and adverse effect on our business, financial condition and results of operations.
- Our insurance business may become subject to additional regulations, which may have material and adverse impact on our business, financial condition and results of operations.
- Insurance regulations are subject to change, and such changes may have a material and adverse impact on our business, financial condition and results of operations.
- and any changes to them may have a material and adverse impact on our business, financial condition and results of operations.
- Our Bermuda insurance business is subject to additional regulatory and reputational considerations, which if we do not properly manage may have a material and adverse impact on our business, financial condition and results of operations.
- it may result in a material adverse impact on our insurance subsidiaries’ capital positions or require increasing prices or reducing sales of certain insurance products.
- Series I preferred stockholder and the holders of our common stock.
- Our ability to pay periodic dividends to the holders of our common stock as intended is not guaranteed.
- If we were deemed to be an “investment company” subject to regulation under the Investment
- Actions taken to implement the reorganization transactions that must occur by the Sunset Date as part of the integrated transactions committed to in the Reorganization Agreement may adversely impact us.
Removed Item 1A headings (57)
- Natural disasters and catastrophes could materially and adversely affect KKR.
- We have significant liquidity requirements, and adverse market and economic conditions may adversely affect our sources of liquidity, which could materially and adversely affect KKR.
- AUM, referred to as perpetual capital, is subject to material reduction, including through withdrawal, redemption or dividends, and termination.
- Our inability to raise additional or successor funds, to raise funds with as favorable terms or comparable size as existing or predecessor funds, or to raise capital for other investment vehicles could materially and adversely affect KKR.
- The investment management and insurance businesses are intensely competitive.
- We are subject to focus by some of our fund investors, stockholders, regulators and other stakeholders on environmental, social and governance matters.
- We depend on the efforts, skills, reputations, business contacts, and conduct of our employees and our ability to retain our employees and to recruit prospective employees.
- We rely significantly on third-party service providers and other intermediaries, which exposes us to operational, reputational and other risks that could materially and adversely affect KKR.
- Rapidly developing and changing global privacy and data laws and regulations could further increase compliance costs and subject us to enforcement risks and reputational damage.
- We may expand into new investment strategies, geographic markets and businesses and new types of investors or seek to expand our business or change our strategic focus with new strategic initiatives, which may result in additional risks and uncertainties in our businesses.
- Our liquidity, business, results of operations and financial condition could be materially and adversely affected if we fail to manage our balance sheet commitments.
- Extensive regulation of our businesses affects our activities and creates the potential for significant liabilities and penalties, which could materially and adversely affect KKR.
- Certain Recent and Potential Regulatory Developments
- Current Alternative Asset Manager Legal and Regulatory Environment.
- Other Financial Markets Regulation.
- Portfolio Company Legal and Regulatory Environment
- Anti-corruption, economic sanctions, trade controls, and foreign direct investment laws
- Certain types of investment vehicles, especially those offered to individual investors, may subject us to a variety of risks, including new and greater levels of public and regulatory scrutiny, regulation, risk of litigation and reputational risk, which could materially and adversely affect us.
- Risk management activities may not be effective and, consequently, may adversely affect us.
- Our valuation methodologies for certain assets can be subjective, and the fair value of assets established pursuant to such subjective methodologies is uncertain and may never be realized.
- Our investment activities have significant liquidity requirements, and changes in debt or equity markets may materially and adversely affect our investment activities.
- Dependence on significant leverage in our investments could adversely affect our ability to achieve attractive rates of return on those investments.
- Various exposures to, and investments in, the securities of leveraged companies or companies that are experiencing significant financial or business difficulties involve significant risks.
- Our equity investments and some of our debt investments rank junior to investments made by others, exposing us to greater risk of losing our investment.
- We often pursue investment opportunities that involve unique business, regulatory, legal, tax or other complexities, including complexities arising from the large size of our investment or from a lack of control over the investment, which involves significant risks.
- We make investments that are highly concentrated by type of issuer, geographic region, asset types, or otherwise.
- Our investments in real assets such as real estate, infrastructure and energy may expose us to increased risks and liabilities.
- Our growth equity strategy invests in emerging and less established companies that are heavily dependent on new technologies where success is less certain.
- Third-party investors in our investment vehicles with commitment-based structures may not satisfy their contractual obligation to fund capital calls when requested by us, which could adversely affect an investment vehicle's operations and performance.
- Our business activities may give rise to a conflict of interest with our clients.
- Investors in certain of our investment vehicles are entitled to redeem their investments in these vehicles on a periodic basis, and certain of our investment advisory agreements may be terminated with minimal notice.
- Our stakes in our hedge fund partnerships subject us to numerous additional risks.
- Our plans for Global Atlantic may not achieve their intended benefits, and certain challenges, costs or expenses may outweigh such intended benefits.
- Our insurance business relies on third parties to distribute its insurance products, and any disruption with our third-party distribution network could have a material adverse effect on us.
- We may be required to accelerate the amortization of deferred revenues and expenses, including DAC and VOBA.
- Differences between Global Atlantic's policyholder behavior estimates, reserve assumptions and actual claims experience, in particular with respect to the timing and magnitude of claims and surrenders, may adversely affect KKR.
- Estimates used in the preparation of financial statements and models for insurance products may differ materially from actual experience as these determinations involve a significant degree of judgment.
- Global Atlantic's growth strategy includes reinsurance of insurance obligations written by unaffiliated insurance companies, and its ability to both consummate and realize the anticipated financial benefits from reinsurance transactions is uncertain.
- Global Atlantic's actual or perceived financial strength impacts its ability to sell its products, and a downgrade in Global Atlantic's ratings or in the ratings of its insurance subsidiaries could materially and adversely affect Global Atlantic's ability to compete, raise equity or issue debt.
- Global Atlantic faces risks associated with business it reinsures and business it cedes to reinsurers, which could cause a material adverse effect on us.
- Changes in accounting standards could adversely impact our insurance business.
- Global Atlantic may experience volatility in its net income under GAAP due to its funds withheld and modified coinsurance transactions.
- Global Atlantic holds a significant portion of its reinsurance assets in trust, which may restrict Global Atlantic's ability to invest those assets and also may permit the ceding company to withdraw those assets from the trust in certain circumstances.
- Certain of Global Atlantic's reinsurance agreements contain triggers that permit the reinsurance client to recapture some or all of the reinsured portfolio, which, if triggered, may have a material adverse effect on us.
- The determination of the amount of impairments and allowances for credit losses recognized on Global Atlantic's investments is highly subjective and could materially affect us.
- Global Atlantic's membership in Federal Home Loan Banks subjects Global Atlantic to potential liquidity and other risks.
- From time to time, Global Atlantic participates in repurchase and reverse repurchase transactions that subject Global Atlantic to liquidity risks.
- Global Atlantic's businesses are heavily regulated across numerous jurisdictions and changes in regulation could reduce the profitability of our insurance business.
- Our Bermuda insurance subsidiaries are subject to regulation by the BMA that may restrict their operations, and we cannot guarantee that insurance supervisors in the United States or elsewhere will not in the future assert that our Bermuda insurance subsidiaries are subject to additional licensing requirements.
- Global Atlantic may not be able to mitigate the reserve strain associated with statutory accounting rules, potentially resulting in a negative impact on Global Atlantic's capital position or in a need to increase prices or reduce sales of certain insurance products.
- An investment in our common stock is not an investment in any of our investment vehicles, insurance companies or other businesses operated by our subsidiaries, and the assets and revenues of our investment vehicles are not directly available to us.
- Our common stock price may decline due to the large number of shares eligible for future sale, and issued or issuable pursuant to our equity incentive plans or as consideration in acquisitions.
- Future issuances of preferred stock may cause the price of our common stock to decline, which may negatively impact our common stockholders.
- Our certificate of incorporation provides us with a right to acquire all of the then outstanding shares of common stock under specified circumstances, which may adversely affect the price of our common stock and the ability of holders of our common stock to participate in further growth in our stock price.
- We intend to pay periodic dividends to the holders of our common stock, but our ability to do so may be limited by our holding company structure, contractual restrictions, our cash flow from operations and available liquidity.
- We will be required to pay certain principals for most of the benefits relating to our use of tax attributes we receive from historical exchanges of our common stock for KKR Group Partnership Units.
- We may from time to time undertake reorganizations that may adversely impact us.
Reworded Item 1A headings (15)
[removed: Geopolitical developments][added: Global, regional] and[removed: other]local[removed: and global]events outside of our[removed: control can][added: control, including geopolitical events and natural disasters, could] materially and adversely impact KKR.- We
[removed: face significant][added: may suffer material] harm as a result of legal claims, litigations, investigations, and negative publicity. [removed: Many parts][added: Parts] of our earnings and cash flow are highly variable due to the nature of our business.- The
[removed: "clawback" provisions in the]agreements governing our carry-paying funds [added: have in the past and] may [added: in the future] give rise to a contingent obligation that[removed: may require][added: requires] us to return or contribute significant [added: cash] amounts to our funds and fund investors. - Changes in
[removed: relevant]tax[removed: laws, regulations or treaties][added: laws] or an adverse interpretation[removed: of these items]by tax authorities[removed: could][added: may] adversely impact our effective tax rate and tax liability. - Artificial intelligence
[removed: could][added: may] increase competitive, operational, legal and regulatory risks to our businesses in ways that we cannot predict. - Cybersecurity failures and data security breaches
[removed: may disrupt or][added: could] have a material adverse impact on our[removed: businesses, operations and investments.][added: businesses.] - Various
[removed: market and economic]conditions and events outside of our control that are difficult to quantify or predict may have a significant impact on the valuation of our[removed: investments and, therefore, on our financial results.][added: investments.] - Many of our investments are illiquid, and
[removed: we][added: it] may[removed: fail][added: not be possible] to realize any profits from[removed: our investments][added: them] for a considerable period of time or[removed: lose some or all of the capital invested.][added: at all.] - We make investments
[removed: in companies and assets that are based]outside of the United States, which may expose us to additional[removed: risks not typically associated with investing in companies that are based in the United States][added: risks,] or materially exacerbate[removed: risks][added: risks, that are not typically] associated with investing in[removed: companies and assets based in]the United States. - Volatile market and economic conditions, including sustained
[removed: periods of low interest rates, a sustained increase][added: increases or decreases] in interest rates and other interest rate fluctuations, may adversely affect our insurance business. - Changes in
[removed: relevant]tax[removed: laws, regulations or treaties][added: laws] or an adverse interpretation[removed: of these items]by tax authorities[removed: could][added: may] adversely impact our insurance business. [removed: The][added: Until the Sunset Date, the] Series I preferred stockholder’s significant voting power limits the ability of holders of our common stock to influence our business, and conflicts of interest may arise among the[removed: Series I preferred stockholder and the holders of our common stock.][removed: If we were deemed to be an "investment company" subject to regulation under the Investment]Company Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.- Anti-takeover provisions in our organizational documents
[removed: could][added: may] delay or prevent a change of control.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
548 rewritten, 2,651 added, 1,412 removed, 41 unchanged
[removed: Persons investing in our securities 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 [removed: flows, and prospects.]
We could also be materially and adversely affected by [removed: additional factors that apply to all companies generally, as well as] other risks that are not [removed: currently] known to us [removed: or that we currently view to be immaterial.]
[removed: See also "Business—Competition," "Business—Regulation" and "Management's Discussion and Analysis of Financial] Condition and Results of [removed: Operations"] [added: Operations”] for a discussion of certain business, competitive, regulatory, market, economic and [removed: other conditions that may materially and adversely affect us.]
These market and economic conditions are not in our control and are often [removed: difficult, if not impossible, to predict, manage, mitigate, hedge or foresee.]
- our ability to find suitable investments or secure financing for investments on attractive terms, [added: or at all,]
[removed: - 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 [removed: placement of equity and debt securities, loans and credit facilities,]
- policyholder behavior, including policyholders electing to defer paying insurance premiums, stop paying insurance [removed: premiums altogether or surrender their policies,]
- the cost of providing guaranteed insurance benefits, [added: insurance capital requirements] and [added: collateral requirements.]
[removed: In particular, see “—Risks Related to Our Business—Many parts] [added: Parts] of our earnings and cash flow are highly variable due to the nature of our [removed: business.” For a discussion of the risks relating to our asset management business, see the disclosures under “—Risks Related to Our Investment Activities,” and for a discussion of the risks relating to our insurance business, please see the disclosures under “—Risks Related to Our Insurance Activities.”][added: business.]
[removed: Geopolitical developments] [added: Global, regional] and [removed: other] local [removed: and global] events outside of our [removed: control can materially] [added: control, including geopolitical events] and [removed: adversely impact KKR.][added: natural]
We are a global financial institution with operations, investors and investments located [removed: in many countries] around the [removed: world, which are not immune to geopolitical developments.][added: world.]
[removed: We] may [removed: have direct investments in a region or a country that is experiencing one of the aforementioned events, and we may] also be materially and adversely affected by the occurrence of such events as a result of indirect exposure that our [removed: portfolio companies or other investments may have through other interconnectivities such as supply chains, commodity prices and general macroeconomic exposure.]
[removed: Natural disasters and catastrophes] [added: disasters,] could materially and adversely [removed: affect] [added: impact] KKR.
[removed: Natural disasters or catastrophes, such as public health crises] [added: events,] and [removed: extreme] weather [added: events, any of which] could have an adverse impact on our ability to conduct our investment [removed: management and insurance businesses.]
Such [removed: disasters and catastrophes] [added: events outside of our control] could limit or even materially prohibit our ability to conduct any [removed: investment activities in certain locations.][added: operations or]
[removed: In addition, claims arising from the occurrence of such events could have an adverse] effect on our insurance activities, in particular with respect to [added: increases in the number of claims,] lapses and surrenders of [removed: existing policies, as well as sales of new policies.]
Potential changes in climatic conditions, together with the response or failure to [removed: respond to these changes, could precipitate natural disasters.]
[removed: These events and the disruptions] that they cause, alone or in combination, also have the potential to strain or deplete [added: our] infrastructure and response [removed: capabilities generally, and to increase costs, including costs of insurance.]
[removed: We] [added: investments may] have significant [added: credit and] liquidity requirements, [removed: and adverse market and economic conditions may adversely affect our sources of liquidity,] which [removed: could] [added: may be] materially [removed: and adversely affect KKR.][added: and]
We also have debt securities outstanding and indebtedness outstanding under various [removed: credit facilities.]
[removed: On the scheduled maturity dates of these debt obligations, depending] [added: Depending] on [removed: the] market [added: and economic] conditions, we may not be able to refinance or renew [removed: them on attractive or commercially reasonable terms] [added: our debt obligations,] or [removed: at all.][added: find]
[removed: See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Needs” for further information regarding our liquidity needs along with our capital commitments as of December 31, 2024 and Note 16 “Debt] Obligations” in our financial statements for further information regarding our senior notes, credit facilities and other [removed: outstanding debt obligations.]
[removed: Depending on market and economic conditions, we may not be able to meet our liquidity needs, refinance or renew our debt obligations, or find] alternate sources of financing (including issuing debt or equity capital) on attractive or commercially reasonable terms or at [removed: all.]
Furthermore, the incurrence of additional debt could result in downgrades of our existing corporate credit ratings, which [removed: could limit the availability of future financing and increase our costs of borrowing.]
[removed: In the event that our liquidity requirements were to] exceed [added: our] available liquid assets, we could be forced to sell assets or seek to raise debt or equity capital on unfavorable [removed: terms.]
Moreover, the failure to comply with covenants contained in any of our debt agreements could trigger prepayment [removed: obligations that could materially and adversely affect us by causing additional liquidity constraints.]
[removed: Any default under these agreements (including through defaults on other debt that may result in cross-defaults on these agreements), and any resulting acceleration of the borrower’s outstanding indebtedness, could have a material adverse effect on us and could also cause a] cross-default under our corporate revolving credit facility, which, if not cured or waived, could have a material adverse effect [removed: on us.]
[removed: Many of the] products [removed: in Global Atlantic’s in-force book] allow policyholders to withdraw their funds, also referred to as a surrender, under contractually-defined [removed: circumstances.]
We refer to a significant portion of our AUM [removed: from time to time] as perpetual capital, because [removed: it] [added: this AUM] has an indefinite term with no [removed: predetermined requirement to return invested capital to investors upon the realization of investments.]
[removed: Many parts] [added: Parts] of our earnings [removed: and cash flow] are highly variable [added: from quarter to quarter] due to [removed: the nature] [added: volatility] of [removed: our business.][added: investment valuations, the investment]
[removed: Many parts of our earnings are highly variable from quarter to quarter due to volatility of investment valuations, the investment] returns by our funds and other investment vehicles, and the accrual and payment of carried interest and fees earned from our [removed: investment activities.]
[removed: During times] of market volatility, the fair value of the investments we own or [removed: manage, especially any publicly traded equity securities,] [added: manage] are more variable, and volatility in the equity [removed: markets may have a significant impact on our reported results.]
[removed: A decline in realized or unrealized gains, a failure to achieve a] performance [removed: hurdle] [added: hurdle,] or an increase in realized or unrealized losses, would adversely affect [removed: KKR’s] [added: our] financial results.
The timing and receipt of carried interest from our investment vehicles are unpredictable and will contribute to the [removed: volatility of our cash flows.]
[removed: Even after all of the preceding] conditions are met, the general partner of a carry paying fund [removed: may, in its sole discretion,] [added: may] decide to defer the distribution of carried interest to it to a [removed: later date.]
Carried interest payments [removed: from investments] depend on our investment vehicles’ performance and opportunities for realizing gains, [removed: which may be limited.]
[removed: It typically takes a substantial period of time to identify attractive investment opportunities, to] raise all the funds needed to make an investment, and [added: (iii)] then to realize the cash value of an investment through a sale, [removed: public offering or other exit to generate carried interest proceeds.]
[removed: To the extent an investment is not profitable, no carried] interest will be received from our investment vehicles with respect to that investment and, to the extent such investment [removed: remains unprofitable, we will only be entitled to a management fee on that investment.]
You should carefully consider the risks described below and the other information contained in this report and other
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.
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
other conditions that may materially and adversely affect us.
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.
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:
- the attractiveness of our investment vehicles and insurance products to investors and policyholders, respectively,
placement of equity and debt securities, loans and credit facilities,
premiums altogether, or surrender their policies, and
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.
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
Investing in our securities involves risk.
While we may attempt to mitigate known risks to the extent practicable and reasonable, we can provide no assurance, and we make no representation, that our mitigation efforts, if any, will be successful.
The following risk factors have been organized by category within risks related to our business, 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, regardless of whether a cross-reference is included in any particular risk factor to another risk factor.
Our investment management and insurance businesses, and therefore our financial results, are materially affected by market and economic conditions or events throughout the world in the countries in which we operate, invest or have investors, including conditions relating to interest rates, fiscal and monetary stimulus (and stimulus withdrawal), availability of credit, inflation rates, economic uncertainty growth (and contraction), changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates, foreign exchange controls, liquidity conditions in equity and debt capital markets, and other conditions or events.
Examples of how these market and economic conditions may materially and adversely affect our businesses include the following, each of which could materially and adversely impact our business or financial results:
- the amount and frequency of claims and policy benefit payments,
- insurance capital requirements and collateral requirements under various insurance laws and agreements with third parties.
In addition, the impact of these conditions has exacerbated, and will likely continue to exacerbate, other risks discussed in this report, including with respect to valuations, the cost of credit and debt financing terms, and our ability to identify, execute and exit investments on attractive terms.
Geopolitical developments and other local and global events outside of our control can materially and adversely impact various aspects of KKR and its businesses.
Geopolitical developments and other local and global events outside of our control, including trade conflict, sanctions (reciprocal or unilateral), restrictions on foreign direct investment, trade barriers, civil unrest, national and international security events (including the outbreak of war, terrorist acts or other hostilities), can, and occasionally do, materially and adversely impact our ability to conduct our investment management and insurance businesses, as well as our portfolio companies and other investments.
These risks have increased in both scale and complexity due to intensifying geopolitical competition and conflicts, including the ongoing Russian invasion of Ukraine and unrest in the Middle East, heightened geopolitical competition between China and other major world economies, heightened levels of political populism leading to regulatory volatility, and increased attention to global threats, including climate change.
We have a number of offices located in multiple countries and regions around the world, including China, South Korea, Japan, India, Australia, the United Kingdom, the European Union, United Arab Emirates, Saudi Arabia, and elsewhere, and we seek investors from various countries throughout the world for our investment products and, to a lesser extent, our insurance business’ products.
In particular, our investment strategies target opportunities globally, including across the Americas, Europe, Asia-Pacific, and the Middle East.
Political instability and extremism, conflict, and civil unrest in any region where we have material business operations or investments may have a material adverse effect on us.
Any escalation in an actual or perceived trade war or barriers to investment between the U.S. and other countries or regions could chill or limit business opportunities, and otherwise negatively affect our investment management and insurance businesses.
In addition, intensifying rivalries and conflicts in in the Asia-Pacific, Middle East, Europe and globally have created new complexities in the international business environment, including through the imposition of sanctions, national security-motivated regulatory changes, and protectionist policies by certain countries.
Occurrence of war or hostilities involving a country in which we have investments, investors, insurance counterparties or employees could adversely affect our business.
The value of our investments can be materially impacted by tariffs, export controls, sanctions, or other governmental actions related to international trade agreements and policies that materially constrain cross-border flows of investment, goods, or data, which have the potential to increase costs, decrease margins, reduce the competitiveness of products and services offered by portfolio companies and adversely affect the revenues and profitability of portfolio companies, including as a result of the potential imposition of tariffs or tariff increases or other trade restrictions between the United States and its major trading partners, including Canada, Mexico, the European Union, and China.
Similarly, escalation in tensions between the U.S. (as well as other major economies) and China, the inability of the U.S. and China to reach further trade agreements, the continued use of reciprocal sanctions by each country, or broadening implementation of investment restriction regimes in or related to China, may contribute to a slowing of global economic growth and adversely affect the revenues and profitability of our portfolio companies and other investments.
Further, the occurrence of war or hostilities involving a country in which we have investments or where our portfolio companies operate or have other interconnectivity could adversely affect the performance of these portfolio companies and their investments.
Ongoing international conflicts continue to present risks to our business.
Beginning in February 2022, the United States, the United Kingdom, the European Union, and other countries significantly expanded or began imposing, and have continued to impose, meaningful sanctions targeting Russia as a result of actions taken by Russia in Ukraine.
The conflict and related sanctions and trade restrictions imposed on Russia have significantly exacerbated regional and global economic and political instability, including with respect to oil and gas prices.
Additionally, the conflict in the Middle East since October 2023 continues to threaten to destabilize the wider region.
We and our portfolio companies will be required to comply with these and potentially additional sanctions and trade restrictions imposed by the United States and by other countries, for which the full costs, burdens, and limitations on our and our portfolio companies' businesses and prospects are currently unknown and may become significant.
It is not possible to predict the broader or longer-term consequences of geopolitical risks.
These conflicts and events could produce adverse effects on macroeconomic conditions, security conditions, currency exchange rates, exchange controls and financial markets, with the potential to impact the revenues and profitability of us, our investment vehicles, and our investments.
Public health crises, pandemics and epidemics, such as those caused by new strains of viruses, may occur from time to time, which could directly and indirectly impact us in material respects that we are unable to predict or control.
In addition, we may be materially and adversely affected as a result of many related factors outside our control, including the effectiveness of governmental responses to a public health crisis, pandemic or epidemic.
Actions taken in response may contribute to significant volatility in the financial markets, resulting in increased volatility in equity prices (including our common stock), 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.
In particular, our headquarters and most of our senior administrative personnel are located in our New York City office.
Any disruption in the operation of, or inability to access, our New York City office could have a significant impact on our business, and such risk of disruption or inaccessibility could be heightened during a security event, weather event, public health crisis, pandemic, or other event outside of our control occurring in or around New York City.
It is impossible to predict with certainty the possible future material adverse effects to us arising from natural or man-made disasters or catastrophes, or any other public health crisis, pandemic or epidemic, and these effects may include the exacerbation of many of the other risks discussed in this report, especially with respect to our investment activities.
While the precise future effects of climate change are unknown, it is possible that climate change could affect precipitation levels, droughts, wildfires, agricultural production, wind levels, annual sunshine, sea levels and the severity and frequency of storms and other severe weather events.
See also "—Risks Related to Our Investment Activities—Our investments in real assets such as real estate, infrastructure and energy may expose us to increased risks and liabilities." We and our investments also face climate transition risks that could arise, for example, from climate-related legislation and policy developments (both domestically and internationally), and business trends and changes in consumer behavior related to climate change and technology (such as the process of transitioning to a lower-carbon economy).
New climate-related regulations or interpretations of existing laws may result in enhanced disclosure or other compliance obligations, which could negatively affect our and our investment vehicles’ investments and materially increase the regulatory burden and cost of compliance.
Public health crises, pandemics, security events, weather events and other events outside of our control, could also directly and indirectly impact us and our portfolio companies and other investments in material respects that we are unable to predict or control, which could materially and adversely impact valuations, especially valuations of investments directly in or collateralized by real assets, loans or other assets as well as portfolio companies that rely on physical factories, plants or stores located in the affected areas.
We expect that our primary liquidity needs will consist of cash required to support and grow our investment management and insurance businesses and to meet policyholder obligations and various other obligations.
For a discussion of our liquidity needs for our investment activities, please see “—Risks Related to Our Investment Activities—Our investment activities have significant liquidity requirements, and changes in debt or equity markets may materially and adversely affect our investment activities.” We have used, and from time to time may continue to use, our balance sheet to provide credit support for our general partners’ obligations to our investment vehicles and to facilitate certain investment transactions entered into by our investment vehicles.
KKR has significant unfunded commitments to its investment vehicles and in capital markets transactions.
An excerpt. Shown here: 40 of 548 rewritten, 40 of 2,651 added and 40 of 1,412 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
909 rewritten, 2,024 added, 670 removed, 201 unchanged
[removed: *The following discussion and analysis should be read in conjunction with the consolidated financial statements of KKR & Co.] [added: *Co.] Inc., together with its consolidated subsidiaries, and the related notes included elsewhere in this report.
[removed: In addition, this discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including those described] [added: *described] under "Cautionary Note Regarding Forward-looking Statements" and "Risk Factors." Actual results may [removed: differ materially from those contained in any forward-looking statements.*][added: differ*]
Our asset management, insurance, and strategic holdings segments are affected by the various market and economic [removed: conditions of the various countries and regions in which we operate.]
In [removed: 2024,] [added: 2025,] the United States continued to experience economic growth while also continuing to experience [removed: persistent] inflation in [removed: excess of the U.S. Federal Reserve Board’s target rate.]
The U.S. Federal Reserve Board lowered the target range for the [removed: federal funds rate three times in 2024, including a rate reduction in December lowering the target range to 4.25-4.50%.]
[removed: GDP] [added: Real gross domestic product (“GDP”)] growth in the Eurozone in [removed: 2024] [added: 2025] was moderately positive.
- GDP. In the United States, real [removed: gross domestic product (“GDP”) is] [added: GDP] expanded by [removed: 2.8%] [added: 2.2%] for the year ended December 31, [removed: 2024,] [added: 2025,] compared to an [removed: expansion of 2.9% for the year ended December 31, 2023.]
[removed: Eurozone real GDP increased by 0.7% for the year ended December 31, 2024, up from 0.4%] growth [added: reported] for the year ended December 31, [removed: 2023.][added: 2024]
[removed: In Japan,] real GDP [removed: is estimated to have decreased] [added: expanded] by [removed: 0.2%] [added: 1.1%] for the year ended December 31, [removed: 2024, down] [added: 2025, up] from [removed: 1.5% expansion] [added: a 0.2% contraction] for the year ended [removed: December 31, 2023.]
Real GDP in China [removed: increased by] [added: expanded] 5.0% for the year ended December 31, [removed: 2024, compared to growth of 5.4% reported for the year ended December 31, 2023.][added: 2025, unchanged from 5.0%]
- Interest Rates. The [removed: effective] [added: target] federal funds rate set by the U.S. Federal Reserve Board was [removed: 4.33% as of December 31, 2024, down from 5.33%] [added: 3.625%] as of December 31, [removed: 2023.]
The [removed: short-term] benchmark interest rate set by [removed: the European Central] [added: The People’s] Bank [added: of China] was [removed: 3.15%] [added: 3.0%] as of December 31, [removed: 2024,] [added: 2025,] down from [removed: 4.5% as of December 31, 2023.]
[removed: The short-term benchmark] [added: term] interest rate set by the Bank of Japan was [removed: 0.25%] [added: 0.75%] as of December 31, [removed: 2024,] [added: 2025,] up from [removed: -0.1%] [added: 0.25%] as of December 31, [removed: 2023.]
- Inflation. The U.S. core consumer price index rose [removed: 3.2%] [added: 2.6%] on a year-over-year basis as of December 31, [removed: 2024,] [added: 2025,] down [removed: from 3.9% on a year-over-year basis as of December 31, 2023.]
Eurozone core inflation was [removed: 2.7% as of December 31, 2024, down from 3.4%] [added: 2.3%] as of December 31, [removed: 2023.]
In Japan, core inflation rose [removed: to 1.6% on a year-over-year basis as of December 31, 2024, down from 2.8%] [added: 1.5%] on a year-over-year basis as of [removed: December 31, 2023.]
- Unemployment. The U.S. unemployment rate was [removed: 4.1%] [added: 4.4%] as of December 31, [removed: 2024,] [added: 2025,] up from [removed: 3.8%] [added: 4.1%] as of December 31, [removed: 2023.]
Eurozone unemployment was 6.3% as of December 31, [removed: 2024, down] [added: 2025, unchanged] from [removed: 6.5%] [added: 6.3%] as of December 31, [removed: 2023.][added: 2024.]
The unemployment rate in Japan was [removed: 2.5%] [added: 2.6%] as of December 31, [removed: 2024, unchanged] [added: 2025, up] from 2.5% as of December 31, [removed: 2023.][added: 2024.]
[removed: The] unemployment rate in China was [removed: 5.0%] [added: 5.2%] as of December 31, [removed: 2024,] [added: 2025, substantially] unchanged from [removed: 5.0%] [added: 5.1%] as of December [removed: 31, 2023.]
[removed: In 2024, the United States equity markets, appreciated significantly 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 [removed: than at the prior year-end of 2023.]
Short term interest rates fell as the Federal Reserve lowered benchmark interest [removed: rates; however, there was an increase in longer term U.S. interest] rates.
Several key financial market indicators in the United States and in other countries and regions in which we operate [removed: include:]
- Equity Markets. For the year ended December 31, [removed: 2024,] [added: 2025,] the S&P 500 was up [removed: 25.5%,] [added: 17.9%,] the MSCI Europe Index was up [removed: 2.6%, the MSCI Asia Index was up 10.4% and the MSCI World Index was up 19.5% on a total return basis including dividends.]
- Credit Markets. During the year ended December 31, [removed: 2024,] [added: 2025,] U.S. investment grade corporate bond spreads (BofA [removed: Merrill Lynch US Corporate Index) tightened by 22 basis points.]
[removed: The non-investment grade credit indices were up] during the year ended December 31, [removed: 2024] [added: 2025,] with the S&P/LSTA Leveraged Loan Index up [removed: 9.0%] [added: 5.9%] and the BofAML HY [removed: Master II Index up 8.2%.]
During the year ended December 31, [removed: 2024,] [added: 2025,] the 10-year government bond yields [removed: rose 69 basis points in the United States, rose 34 basis points in Germany, rose 49 basis points in Japan, rose 103 basis points in the UK and] fell [removed: 89] [added: 40] basis [removed: points in China.]
- Commodity Markets. During the year ended December 31, [removed: 2024,] [added: 2025,] the 3-year forward price of WTI crude oil decreased [removed: approximately 0.5%, and the 3-year forward price of natural gas decreased from approximately $4.44 per MMBtu as of December 31, 2023 to $4.36 per MMBtu as of December 31, 2024.]
The Japan spot LNG import price decreased to [removed: approximately $13.82 per MMBtu as of December 31, 2024 from approximately $16.92 per MMBtu as of December 31, 2023.]
Please refer to the "Risk Factors" section of this [removed: Report] [added: report] for important additional detail regarding risks, uncertainties, and [removed: other conditions that could have a material favorable or unfavorable impact on our businesses, including the impact of market and economic conditions on valuations of investments and the impact of competition we face.]
[removed: These risks, uncertainties, and] other conditions should be read in conjunction with this Business Environment section and the entire Risk Factor [removed: section.][added: section of]
We manage our business using certain financial measures and key operating metrics since we believe these metrics [removed: measure the productivity of our operating activities.]
[removed: We prepare our consolidated financial statements in accordance with] accounting principles generally accepted in the United States of America (“GAAP”).
[removed: See Note 2 “ Summary of Significant] Accounting Policies” in our financial statements and “—Critical Accounting Policies and Estimates” contained in this section [removed: below.]
The following key segment and non-GAAP performance measures are used by management in making operational and [removed: resource deployment decisions as well as assessing the performance of KKR's business.]
[removed: They include certain financial] measures that are calculated and presented using methodologies other than in accordance with GAAP.
[removed: These performance] measures as described below are presented prior to giving effect to the allocation of income (loss) between KKR & Co. Inc. [removed: and holders of exchangeable securities and as such represent the entire KKR business in total.]
[removed: In addition, these performance] measures are presented without giving effect to the consolidation of certain investment funds and collateralized financing [removed: entities ("CFEs") that KKR manages.]
We believe that providing these segment and non-GAAP performance measures on a supplemental basis to our GAAP [removed: results is helpful to stockholders in assessing the overall performance of KKR's business.]
[removed: These non-GAAP measures should] not be considered as a substitute for financial measures calculated in accordance with GAAP.
RESULTS OF OPERATIONS
*The following discussion and analysis should be read in conjunction with the consolidated financial statements of KKR &*
In addition, this*
*discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including those*
*materially from those contained in any forward-looking statements.*
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.
excess of the U.S. Federal Reserve Board’s 2.0% target rate.
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.
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.
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,
December 31, 2024.
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-
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.
However, in early 2025, the U.S. Federal Reserve Board decided to maintain the target range for the federal funds rate, noting its dual mandate to achieve maximum employment and inflation at the rate of 2 percent over the longer run.
In Europe, the European Central Bank lowered rates four times in 2024, lowering the deposit rate to 3% as Eurozone inflation slowed as compared to the prior year albeit remaining above the European Central Bank’s 2% inflation target.
In Asia, the two largest economies continued to experience divergent economic conditions during 2024.
Japan’s economy is expected to have experienced positive growth in the fourth quarter of 2024.
The Bank of Japan raised interest rates twice in 2024, ultimately up to 0.25%.
In China, the economy grew in 2024, but Chinese growth remains subject to various headwinds including in the property sector.
The short-term benchmark interest rate set by The People's Bank of China was 3.10% as of December 31, 2024, down from 3.45% as of December 31, 2023.
Core inflation in China was 0.4% on a year-over-year basis as of December 31, 2024, down from 0.6% as of December 31, 2023.
Equity market volatility as evidenced by the Chicago Board Options Exchange Market Volatility Index (VIX), a measure of volatility, ended at 17.4 as of December 31, 2024, increasing from 12.5 as of December 31, 2023, and peaking at 38.6 as of August 5, 2024.
- Foreign Exchange Rates. For the year ended December 31, 2024, the euro fell 6.2%, the British pound fell 1.7%, the Japanese yen fell 10.3%, and the Chinese renminbi fell 2.7%, respectively, relative to the U.S. dollar.
In particular, see "Risk Factors—Risks Related to Our Investment Activities—Our valuation methodologies for certain assets can be subjective, and the fair value of assets established pursuant to such subjective methodologies is uncertain and may never be realized”, “Risk Factors—Risks Related to Our Investment Activities—Various market and economic 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 and, therefore, on our financial results”, and "Risk Factors—Risks Related to Our Business—The investment management and insurance businesses are intensely competitive."
In connection with the scaling of the core private equity strategy on KKR’s balance sheet and the acquisition of all of the remaining equity interests in Global Atlantic on January 2, 2024, KKR reevaluated the manner in which it makes operational and resource deployment decisions and assesses the overall performance of KKR's business.
Effective with the first quarter of 2024, the items detailed below have changed with respect to the preparation of the reports used by KKR's chief operating decision makers.
As a result, KKR has modified the presentation of its segment financial information with retrospective application to all prior periods presented.
The most significant changes between KKR's current segment presentation and its previous segment presentation reported prior to the first quarter of 2024, are as follows:
- Creating a new business segment, Strategic Holdings - The new segment is currently comprised of KKR’s participation in its core private equity strategy.
Our participation in our core private equity has scaled into a business KKR now evaluates separately from its Asset Management segment.
Additionally, KKR may also acquire other long-term assets that are not part of the core private equity strategy for this segment.
As of the first quarter of 2024, KKR’s participation in its core private equity strategy no longer is reported as part of the Asset Management segment.
The Asset Management segment continues to represent KKR's business separate from its insurance operations and continues to reflect how the chief operating decision makers allocate resources and assess performance in the asset management business, which includes operating collaboratively across its business lines, with predominantly a single expense pool.
Effective as of the first quarter of 2024, the results of our Strategic Holdings segment includes a management fee and performance fee that is paid to our Asset Management segment for providing advisory services rather than allocating the costs borne by our Asset Management segment to support our Strategic Holdings segment.
The historical amounts presented herein do not include any management or performance fees since the governing agreement was not in place prior to the first quarter of 2024.
Interest Expense, Net and Other includes interest expense on debt obligations not attributable to any particular segment net of interest income earned on cash and short-term investments.
Income taxes on Insurance Operating Earnings represent the total current and deferred tax expense or benefit on income before taxes adjusted to eliminate the impact of the tax expense or benefit associated with the non-operating adjustments.
Equity based compensation expense is excluded from ANI, because (i) KKR believes that the cost of equity awards granted to employees does not contribute to the earnings potentially available for distributions to its equity holders or reinvestment into its business and (ii) excluding this expense makes KKR’s reporting metric more comparable to the corresponding metric presented by other publicly traded companies in KKR’s industry, which KKR believes enhances an investor’s ability to compare KKR’s performance to these other companies.
Transaction-related and non-operating items arise from corporate actions and non-operating items, which consist of: (i) impairments, (ii) transaction costs from acquisitions, (iii) depreciation on real estate that KKR owns and occupies, (iv) contingent liabilities, net of any recoveries, and (v) other gains or charges that affect period-to-period comparability and are not reflective of KKR's ongoing operational performance.
Insurance Operating Earnings excludes the impact of: (i) investment gains (losses) which include realized gains (losses) related to asset/liability matching investment strategies and unrealized investment gains (losses) and (ii) non-operating changes in policy liabilities and derivatives which includes (a) changes in the fair value of market risk benefits and other policy liabilities measured at fair value and related benefit payments, (b) fees attributed to guaranteed benefits, (c) derivatives used to manage the risks associated with policy liabilities, and (d) losses at contract issuance on payout annuities.
Strategic Holdings Segment Earnings excludes the impact of unrealized gains (losses) on investments.
Strategic Holdings Operating Earnings is a performance measure used to assess the firm’s earnings from companies and businesses reported through its Strategic Holdings segment.
Total Operating Earnings
KKR calculates the amount of AUM as of any date as the sum of: (i) the fair value of the investments of KKR's investment funds and certain co-investment vehicles; (ii) uncalled capital commitments from these funds, including uncalled capital commitments from which KKR is currently not earning management fees or performance income; (iii) the asset value of the Global Atlantic insurance companies; (iv) the par value of outstanding CLOs; (v) KKR's pro rata portion of the AUM of hedge fund and other managers in which KKR holds an ownership interest; (vi) all of the AUM of KKR's strategic BDC partnership; (vii) the acquisition cost of invested assets of certain non-US real estate investment trusts and (viii) the value of other assets managed or sponsored by KKR.
FPAUM is the sum of all of the individual fee bases that are used to calculate KKR's and its hedge fund and BDC partnership management fees and differs from AUM in the following respects: (i) assets and commitments from which KKR is not entitled to receive a management fee are excluded (e.g., assets and commitments with respect to which it is entitled to receive only performance income or is otherwise not currently entitled to receive a management fee) and (ii) certain assets, primarily in its private equity funds, are reflected based on capital commitments and invested capital as opposed to fair value because fees are not impacted by changes in the fair value of underlying investments.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fees and Other | | | $ | 3,653,962 | | | | | $ | 2,963,869 | | | | | $ | 690,093 | |
| | | | 7,212,246 | | | | | | 5,807,306 | | | | | | 1,404,940 | | |
| Net Premiums | | | 7,898,834 | | | | | | 1,975,675 | | | | | | 5,923,159 | | |
| Policy Fees | | | 1,377,686 | | | | | | 1,260,249 | | | | | | 117,437 | | |
| Net Investment Income | | | 6,574,608 | | | | | | 5,514,902 | | | | | | 1,059,706 | | |
An excerpt. Shown here: 40 of 909 rewritten, 40 of 2,024 added and 40 of 670 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
148 rewritten, 342 added, 30 removed, 51 unchanged
[removed: Our exposure to market risks in our asset management and strategic holdings segments primarily] relates to movements in one or more of the fair value of investments, including the effect that those movements have on our [removed: management fees, carried interest, and net gains from investment activities.]
[removed: 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 [removed: obligations bearing variable rates.]
[removed: KKR, and Global Atlantic in particular, 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 [removed: portfolio, and its hedge program.]
The quantitative information provided in this section was prepared using estimates and [removed: assumptions that management believes are appropriate.]
[removed: The actual impact of a] hypothetical adverse movement in these risks could be materially different from the amounts shown below.
[removed: 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 [removed: to manage enterprise risks.]
For further information about KKR & Co. Inc.'s Board of Directors or its committees, see “Part [removed: III—Item 10.][added: III—]
[removed: 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, [removed: and investments.]
[removed: Its membership] [added: The TGAFG board] includes [added: among its members] one of our Co-Chief Executive [removed: Officers, the Chief Financial Officer, and other members of senior management.][added: Officers]
[removed: 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 [removed: pursuant to the Exchange Act.]
[removed: 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.
[removed: These transactions are] also subject to risk tolerance limits.
[removed: 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.
[removed: Regulatory] capital requirements also place limits on the size of securities underwritings the capital markets business can conduct based [removed: on quantitative measure of assets, liabilities, and certain off-balance-sheet items.]
[removed: Aggregate balance sheet risk and capital] deployed for transactions are monitored on an ongoing basis by [added: or on behalf of members of] the Balance Sheet [removed: Committee referenced above.][added: Committee.]
With respect to the funds and other investment vehicles through which we make investments for our fund investors, KKR [removed: manages risk 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.]
[removed: 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 [removed: particular investment.]
[removed: 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.
[removed: If an investment is made, a portfolio] management committee (or other designated senior employees) is responsible for working with our investment professionals [removed: 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 [removed: specifically focused on Global Atlantic.]
KKR has a Risk and Operations Committee comprised of senior employees from across our asset management and [removed: insurance businesses and operating functions, and it includes our Chief Financial Officer, Chief Operating Officer, Chief Legal Officer and General Counsel, Chief Compliance Officer, and other senior employees.]
The Risk and Operations Committee provides oversight and [removed: management of KKR’s significant operating and business risks.]
[removed: 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 [removed: business and operations, and it includes, among others, our Chief Financial Officer, Chief Legal Officer and General Counsel, and Chief Compliance Officer.]
[removed: 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 [removed: potential conflicts involving the overall activities of KKR and its various businesses.]
This committee also reviews and monitors [removed: certain compliance matters.]
In addition, KKR has other committees comprised of senior employees from across our business and operations that [removed: consider potential risks to our business.]
The oversight and governance of our insurance business is aided by a board of directors at TGAFG, which is the holding [removed: company for Global Atlantic.]
To assist with its oversight of Global Atlantic, the TGAFG board of directors has established [removed: various committees, including audit, risk, and special transaction review.]
[removed: Global Atlantic's management-level committees] also evaluate and oversee certain risks affecting our insurance business, including Global Atlantic’s Financial Risk Committee, [removed: Firmwide Executive Review Committee and Management Committee, each of which consists of senior employees from across our insurance and asset management businesses.]
[removed: Asset Management] [added: Asset Management] and Strategic Holdings Segment Market Risks
The following is a discussion of the significant market risk exposures for KKR's asset management [removed: businesses.][added: and strategic holdings]
The majority of our investments as of December 31, [removed: 2024,] [added: 2025,] are reported at fair value.
[removed: Net changes in the fair value of] investments impact the net gains (losses) from investment activities in our consolidated statements of operations.
[removed: 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. [removed: before income taxes.]
[removed: Based on the fair value of investments as of December 31, 2024 and December 31, 2023, 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. [removed: before income taxes in 2024 and 2023 from reductions in the following items, if not offset by other factors:]
| | | [removed: | | | |] December 31, [removed: 2024 | | | |] [added: 2025] | | December 31, [removed: 2023 | | | |] [added: 2024] | |
| [removed: | | | |] [added: ($ in thousands)] | | Hypothetical [removed: 10% Decline] [added: 10% Decline] in Fair Value [removed: of Investments] [added: of Investments] (1) | | [removed: | | | |] Hypothetical [removed: 10% Decline] [added: 10% Decline] in Fair Value [removed: of Investments] [added: of Investments] (1) | | [removed: | | | |]
| Management Fees | | [removed: | | | | $ | 60,782 |] [added: $82,516] | (2) | [removed: | | $ | 50,011 |] [added: $60,782] | (2) | [removed: | |]
| Carried Interest, Net of Carry Pool Allocation | | [removed: | | | | $ | 442,171 |] [added: $549,627] | (3)(4) | [removed: | | $ | 902,575 | | (3) |] [added: $442,171] | [added: (3)(4)] |
Our exposure to market risks for KKR's asset management and strategic holdings businesses, on a GAAP basis, primarily
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
obligations bearing variable rates.
KKR has material exposure to market volatility in interest rates, credit spreads, and equity
portfolio, and its hedge program.
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
Our Board of Directors has five
standing committees: an Audit Committee, a Risk Committee, a Conflicts Committee, a Nominating and Corporate
to manage enterprise risks.
Item 10.
Risk categories we monitor
include financial, insurance, tax, investment, hedge management, operational, cybersecurity, geopolitical, reputational, legal,
and investments.
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
pursuant to the Exchange Act.
When our capital is committed to capital markets transactions after diligence is conducted,
These transactions are
The risk tolerance limits establish the level of investment we may make in a single
Regulatory
on quantitative measure of assets, liabilities, and certain off-balance-sheet items.
Aggregate balance sheet risk and capital
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.
Our exposure to market risks in our insurance segment primarily relates to the impact of movements in such market risks on our insurance segment’s assets, liabilities, and hedge program, as discussed below under “Insurance Segment Market Risks." The fair value of investments may fluctuate in response to changes in the values of investments, foreign currency exchange rates, and interest rates.
KKR has a firmwide Market Risk Management Committee that seeks to oversee market risk management across KKR.
Its membership includes both Co-Chief Executive Officers, the Chief Financial Officer, and other members of senior management.
The committee reviews and assesses market risk exposures, including those related to liquidity and capital and across our segments and business lines.
KKR also has a Derivatives & Liability Management Committee that is responsible for monitoring and managing KKR’s liabilities and market exposures.
When we allocate capital to our businesses or investments, a Balance Sheet Committee of senior employees, including our Co-Executive Chairmen, one of our Co-Chief Executive Officers, and the Chief Financial Officer, must approve the investment or transaction before it may be made.
The committee has delegated authority to other senior employees to approve certain investments or transactions, subject to maximum commitment sizes or other limitations determined by the committee.
In addition, this committee supervises activities governing KKR's capital structure, liquidity, and the composition of our balance sheet.
The TGAFG board includes among its members one of our Co-Chief Executive Officers and our Chief Financial Officer.
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.
Based on investments held as of December 31, 2024, 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.
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.
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *($ in thousands)* | | | | | | | | | | | | | | | | | |
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.
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.
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, 2024 and December 31, 2023 (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 2024 and 2023 from reductions in the following items, net of the impact of foreign exchange hedging strategies, if not offset by other factors:
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.
With respect to debt obligations held by KKR and not in the consolidated investment vehicles or CLOs, as of both December 31, 2024 and 2023, KKR had debt obligations outstanding with an aggregate principal amount of approximately $258.5 million that accrues interest at a variable rate.
Actual results can differ significantly from these estimates for a variety of reasons, including the interaction among these factors when more than one changes, discretionary actions by management in response to such changes, differences between the return of the underlying fund and the return on the index being hedged, actual experience differing from the assumptions, changes in business mix, effective tax rates, and other market factors, and limitations inherent in the use of models.
For these reasons, the sensitivities should only be viewed as directional estimates of the impacts on Global Atlantic's net income and shareholders’ equity, excluding accumulated other comprehensive income ("AOCI"), and actual changes in response to such scenarios may differ materially from estimates provided.
For specific derivatives designated as cash flow hedges of forecasted bond purchases and receiving hedge accounting treatment, gains or losses are recorded in accumulated other comprehensive income and reclassified to net investment income following the qualifying purchases of available-for-sale securities, as an adjustment to the yield earned over the life of the purchased securities, using the effective interest method.
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *($ in thousands)* | | | | | | | | | | | | | | | | | | | | | | | | | | |
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.
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 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.
An excerpt. Shown here: 40 of 148 rewritten, 40 of 342 added and all 30 removed. The counts are complete. For every sentence, read Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK in the FY2025 filing and the FY2024 filing.
Item 1. BUSINESS
233 rewritten, 866 added, 655 removed, 39 unchanged
[removed: We are] [added: KKR is] a leading global investment firm that offers alternative asset management as well as capital markets and insurance [removed: solutions.]
[removed: 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.
Building on these efforts and leveraging [added: both] our industry expertise and intellectual [removed: capital have allowed us to capitalize on a broader range of the opportunities we source.]
Global Atlantic primarily generates income by earning a spread between [removed: its] [added: the] investment income [removed: and the cost of policyholder benefits.][added: generated from]
As of December 31, [removed: 2024,] [added: 2025,] Global Atlantic [removed: served] [added: serves] over [removed: three and a half] [added: 3.5] million policyholders.
[removed: We seek to work] proactively and collaboratively across business lines, departments, and [removed: geographies, as appropriate,] [added: geographies] to achieve what we believe are the best [removed: investment results for our clients and the firm.]
[removed: Through our offices around the world, we] [added: We] have a pre-eminent global integrated platform for sourcing [removed: transactions,] [added: and originating investments,] raising capital, and carrying [removed: out capital markets activities.]
We have [removed: multilingual] [added: multi-lingual] and [removed: multicultural] [added: multi-cultural] investment teams with local market knowledge and significant business, [removed: investment, and operational experience in the countries in which we invest.]
[removed: Our] investment [removed: teams operate with a single culture that rewards investment] discipline, creativity, determination, and patience, and emphasizes the sharing of information, resources, [removed: expertise and best practices across offices and asset classes.]
[removed: Our Business][added: diversify our business and operations.]
[removed: We operate in three segments: our asset management business, our insurance business,] [added: Our business model of (i) Asset Management, (ii) Insurance,] and [added: (iii) Strategic Holdings corresponds to] our [removed: strategic holdings business.][added: three reporting]
[removed: Asset Management][added: | Asset Management | 2,705 |]
In [removed: our asset management business,] [added: Asset Management,] we have five business lines: [removed: (1)] [added: (i)] Private Equity, [removed: (2)] [added: (ii)] Real Assets, [removed: (3)] [added: (iii)] Credit and Liquid Strategies, [removed: (4) Capital Markets, and (5) Principal Activities.][added: (iv)]
[removed: We earn additional investment income by investing our own capital alongside] investors in our [added: funds and other] investment vehicles and from other assets [added: we own] on our balance sheet.
Carried interest [added: that] we receive from our [removed: funds and certain other] investment vehicles entitles us to a specified percentage of investment gains [removed: that are generated on third-party capital that is invested.]
[removed: These teams invest capital, a substantial portion of] which [removed: is of a long duration or not subject to predetermined redemption requirements, which] provides us with significant flexibility to grow investments and [removed: select] [added: be selective with] exit opportunities.
[removed: We] believe that these aspects of our business help us continue to grow our asset management business and deliver strong [removed: investment performance in a variety of economic and financial conditions.]
Since our inception, one of our fundamental investment philosophies has been to align the interests of the firm and our [removed: employees with the interests of our fund investors, portfolio companies, and other stakeholders.]
[removed: We achieve this by putting] our own capital behind our ideas.
[removed: Private Equity][added: Private Equity]
[removed: Our Private Equity] [added: Activities] business [removed: line includes separately managed accounts that invest in multiple strategies,] [added: line,] which [removed: may] include [added: co-investments alongside] our [removed: credit] [added: Private Equity, Real Assets,] and [removed: real assets strategies,] [added: Credit funds,] as well as [removed: our private equity strategies.]
Core Private [removed: Equity. Our core private equity strategy] [added: Equity typically] targets investments [added: in companies] with a longer holding period and a lower anticipated risk [removed: profile than our traditional private equity investments.]
[removed: Our core private equity investments] are [removed: made in companies that, among other things, we believe are] more stable and less [removed: cyclical,] [added: cyclical] and typically have lower average leverage over [removed: our] [added: the investment] holding [removed: period, than those in our traditional private equity funds.][added: period compared to]
[removed: Assets Under Management(1)][added: | ASSETS UNDER MANAGEMENT | | | | | ASSETS UNDER MANAGEMENT | | | | | ASSETS UNDER MANAGEMENT | | | | |]
[removed: ][added: ]
[removed: | Private] [added: Core Private] Equity [removed: Business Line | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
[removed: *Traditional Private Equity Portfolio*][added: traditional private equity investment.]
We have developed a global network of experienced managers and operating professionals who [added: can] assist [removed: the private equity] [added: our] portfolio [removed: companies in making operational improvements and achieving growth.]
[removed: KKR has supported and expanded the] implementation of broad-based employee ownership programs [removed: to] [added: at] its portfolio companies with the goal of improving [removed: financial performance through broad-based employee engagement and financial inclusion.][added: their]
[removed: *Private Equity Fund Structures*][added: private equity strategy.]
[removed: The private equity] [added: Many investment] funds that we sponsor and manage [removed: typically] [added: as the general partner] have finite lives and investment periods.
[removed: Each private equity fund’s general partner] [added: KKR] is generally entitled to a carried interest that allocates [added: 10] to [removed: it] 20% of the net profits realized by the limited partners [removed: from the fund’s investments.]
For a fund that has [removed: a] [added: an overall] fair value above cost, [removed: overall,] and [removed: is] [added: may] otherwise [added: be] accruing carried interest, but has one or more [removed: investments where fair value is below cost, the shortfall between cost and fair value for such investments is referred to as a "netting hole." See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity—Sources of Liquidity" for a discussion of netting holes.]
[removed: Gross management fees for our private equity funds generally range from 1% to 2% of committed capital] during the fund's investment period and are generally 0.75% to 1.50% of invested capital after the expiration of the [removed: fund's investment period with subsequent reductions over time, which causes the fees to be reduced as investments are liquidated.]
We also [removed: enter into monitoring agreements with our portfolio companies pursuant to which we receive periodic monitoring fees in exchange for providing them with management, consulting, and other services, and we] typically receive transaction fees for providing portfolio companies with financial, advisory, and other services in [removed: connection with specific transactions.]
[removed: Monitoring agreements] may provide for a termination payment following an initial public offering or change of control, if certain criteria are satisfied.
In some cases, we may be entitled to [added: break-up or] other fees that are paid [removed: by an investment target upon closing of a transaction or] when a [removed: potential investment is not consummated.]
[removed: Real Assets][added: Real Assets]
[removed: *Infrastructure*][added: Infrastructure &]
[removed: Through this platform we have made investments in sectors such as power and] utilities, [added: energy,] midstream, energy [removed: and energy] transition, transportation, asset leasing, water and wastewater, telecommunications [removed: infrastructure, and social infrastructure.]
solutions.
We aim to generate attractive investment returns by following a patient and disciplined investment approach,
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.
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
investment results for our clients.
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
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:
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
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
Overview
We sponsor funds that invest in private equity, credit, and real assets and have strategic partners that manage hedge funds.
Our insurance subsidiaries offer retirement, life, and reinsurance products under the management of Global Atlantic.
Our asset management business offers a broad range of investment management services to fund investors around the world.
Throughout our history, we have consistently been a leader in the private equity industry, having completed more than 770 private equity investments in portfolio companies with a total transaction value in excess of $790 billion as of December 31, 2024.
Since the inception of our firm in 1976, we have expanded our investment strategies and product offerings from traditional private equity to areas such as leveraged credit, alternative credit, infrastructure, energy, real estate, growth equity (including technology, health care, and impact strategies), and core private equity.
We also provide capital markets services for our firm, our portfolio companies, and third parties.
Our balance sheet provides a significant source of capital for the growth and expansion of our business, which has allowed us to further align our interests with those of our investment vehicle investors.
Our insurance business is operated by our wholly-owned subsidiary Global Atlantic, which is a leading retirement and life insurance company that provides a broad suite of protection, legacy and savings products, and reinsurance solutions to clients across individual and institutional markets.
Global Atlantic primarily offers individuals fixed-rate annuities, fixed-indexed annuities, and targeted life products through a network of banks, broker-dealers, and independent marketing organizations.
Global Atlantic provides its institutional clients customized reinsurance solutions, including block, flow, and pension risk transfer reinsurance, as well as funding agreements.
Our Strategic Holdings business is currently comprised of the firm’s ownership in the businesses we acquired through our participation in our core private equity strategy.
In our core private equity strategy, our objective is to acquire and manage controlling interests in operating companies, which we intend to hold over a longer period of time and that we believe have a lower anticipated risk profile than our investments in businesses acquired through our traditional private equity strategy.
As of December 31, 2024, our Strategic Holdings segment consisted of our ownership stakes in 18 companies that we acquired through our core private equity strategy.
Our Firm
We believe that our global capabilities and one-firm philosophy have been critical to our success, including enabling us to raise substantial capital, capture a greater number of investment opportunities, and assist our portfolio companies in their increasing reliance on global markets and sourcing, and have also facilitated the diversification of our operations.
Though our operations span multiple continents and asset classes, our investment professionals are supported by an integrated infrastructure and operate under a common set of principles and business practices that are monitored by a variety of committees.
When appropriate, we staff investment transactions across multiple offices and businesses in order to take advantage of the industry-specific expertise of our investment professionals, and we hold regular meetings in which investment professionals throughout our offices share their knowledge and experiences.
We believe that the ability to draw on the local cultural fluency of our investment professionals while maintaining a centralized and integrated global infrastructure and strategic focus distinguishes us from other investment firms and has been a substantial contributing factor to our ability to raise funds, invest internationally, and expand our businesses.
Information about our business lines below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included elsewhere in this report.
As an asset management firm, we earn fees, including management fees and incentive fees, and carried interest for providing investment management and other services to our investment vehicles, CLOs, managed accounts, portfolio companies, and certain operating companies, and we generate transaction fees from capital markets transactions.
Our investment teams have deep industry knowledge and are able to utilize a substantial and diversified capital base; an integrated global investment platform; the expertise of operating professionals, senior advisors, and other advisors; and a worldwide network of business relationships that provide a significant source of investment opportunities, specialized knowledge during due diligence and substantial resources for creating and realizing value for stakeholders.
As of December 31, 2024, approximately 93% of our AUM consists of capital that is either not subject to redemption for at least 8 years from inception or what we refer to as perpetual capital.
For more information about the limitations of perpetual capital, please see "—Risks Related to Our Business—AUM, referred to as perpetual capital, is subject to material reduction, including through withdrawal, redemption or dividends, and termination" in the "Risk Factors" section of this report.
As of December 31, 2024, we and our employees and other personnel have approximately $28.6 billion invested in or committed to our own funds and portfolio companies, including $12.2 billion of capital funded from our balance sheet, $11.0 billion of additional capital committed by our balance sheet to our investment funds and other investment vehicles, $4.2 billion funded from personal investments, and $1.2 billion of additional capital commitments from personal investments.
Through our Private Equity business line, we manage and sponsor a group of private equity investment vehicles that invest capital for long-term appreciation, either through controlling ownership of a company or strategic non-controlling minority positions.
In addition to our traditional private equity funds that invest in large and mid-sized companies, we sponsor funds that invest in core private equity and growth equity, which includes technology, health care, and impact strategies.
These funds and accounts are managed by Kohlberg Kravis Roberts & Co. L.P., an SEC-registered investment adviser.
As of December 31, 2024, our Private Equity business line had $195.4 billion of AUM, consisting of $139.9 billion in traditional private equity, $37.4 billion in core private equity, and $18.1 billion in growth equity.
We are a world leader in private equity, having raised over 30 private equity funds.
We invest in industry-leading franchises and attract world-class management teams.
Our investment approach leverages our capital base, sourcing advantage, global network, and industry knowledge.
It also leverages a sizable team of operating professionals, as well as senior advisors and other advisors, many of whom are former chief executive officers and leaders of the business community.
Traditional Private Equity. Our traditional private equity investment strategy typically seeks to engage in management buyouts, build-ups, or other investments with a view to acquire control or have significant influence.
We believe that the combination of our industry knowledge, investment experience, and operational expertise provides KKR with the ability to identify and create value in investment opportunities.
Through our portfolio company board oversight, we work closely and cooperatively with the management of our portfolio companies, which are assisted by having access to the resources of our global platform.
Since 2022, we have offered a middle market private equity strategy through our Ascendant fund.
Growth Equity. Since 2016, we have offered growth equity funds that pursue growth equity investment opportunities in the technology, media, and telecommunications (TMT) sector in leading growth technology companies across North America, Europe, Asia-Pacific, and Israel.
Through this strategy, we focus on emerging, high-growth companies and invest across a variety of sub-sectors including software, security, semiconductors, consumer electronics, internet of things (IoT), information services, business services, internet, digital media, content, and communications.
Since 2016, we have offered growth equity funds to pursue growth equity investment opportunities in the health care sector, primarily in the United States and Europe.
An excerpt. Shown here: 40 of 233 rewritten, 40 of 866 added and 40 of 655 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS.
1 rewritten, 2 added, 0 removed, 0 unchanged
[removed: 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 [removed: by reference.]
For a discussion of KKR's legal proceedings, see the section entitled "Legal Proceedings" appearing in Note 24
by reference.
Cover and table of contents
93 rewritten, 219 added, 80 removed, 45 unchanged
[removed: Form 10-K][added: Form 10-K]
For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2024][added: 2025]
Commission File [removed: Number 001-34820][added: Number 001-34820]
[removed: ][added: ]
| Delaware | | [removed: | | | |] 88-1203639 | [removed: | |]
| (State or other Jurisdiction of Incorporation or Organization) | | [removed: | | | |] (I.R.S. Employer Identification Number) | [removed: | |]
New [removed: York, New York 10001][added: York, New York 10001]
Telephone: [removed: (212) 750-8300][added: (212) 750-8300]
| Title of each class | [removed: | |] Trading symbol(s) | [removed: | |] Name of each exchange on which registered | [removed: | |]
| Common Stock | [removed: | |] KKR | [removed: | |] New York Stock Exchange | [removed: | |]
| 4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC | [removed: | |] KKRS | [removed: | |] New York Stock Exchange | [removed: | |]
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 [removed: 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.]
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 [removed: months (or for such shorter period that the registrant was required to submit such files).]
[removed: 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 | [removed: | |] ☒ | | [removed: | | | |] Accelerated filer | [removed: | |] ☐ | [removed: | |]
| Non-accelerated filer | [removed: | |] ☐ | | [removed: | | | |] Smaller reporting company | [removed: | |] ☐ | [removed: | |]
| | | | [removed: | | | | | |] Emerging growth company | [removed: | |] ☐ | [removed: | |]
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 [removed: 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 [removed: 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 [removed: 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 [removed: officers during the relevant recovery period pursuant to § 240.10D-1(b).]
The aggregate market value of common stock of the registrant held by non-affiliates as of June 30, [removed: 2024,] [added: 2025,] was approximately [removed: $71.4] [added: $91.1] billion.
For the Year [removed: Ended December] [added: Ended December] 31, [removed: 2024][added: 2025]
| | | [removed: | | | |] Page No. | [removed: | |]
| Item 1A. | [removed: | |] [Risk [removed: Factors](#ib9409cc39cd64858917a0f68a46de4df_397) | | | [46](#ib9409cc39cd64858917a0f68a46de4df_397) |] [added: Factors](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_412)] | [added: [31](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_412)] |
| Item 1B. | [removed: | |] [Unresolved Staff [removed: Comments](#ib9409cc39cd64858917a0f68a46de4df_412) | | | [128](#ib9409cc39cd64858917a0f68a46de4df_412) |] [added: Comments](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_403)] | [added: [80](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_403)] |
| Item 3. | [removed: | |] [Legal [removed: Proceedings](#ib9409cc39cd64858917a0f68a46de4df_298) | | | [129](#ib9409cc39cd64858917a0f68a46de4df_298) |] [added: Proceedings](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_298)] | [added: [81](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_298)] |
| Item 4. | [removed: | |] [Mine Safety [removed: Disclosures](#ib9409cc39cd64858917a0f68a46de4df_310) | | | [129](#ib9409cc39cd64858917a0f68a46de4df_310) |] [added: Disclosures](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_310)] | [added: [81](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_310)] |
| Item 5. | [removed: | |] [Market for Registrant's Common Equity, Related Stockholder [removed: Matters](#ib9409cc39cd64858917a0f68a46de4df_469)[,](#ib9409cc39cd64858917a0f68a46de4df_469) [and] [added: Matters, and] Issuer Purchases of [removed: Equity Securities](#ib9409cc39cd64858917a0f68a46de4df_469) | | | [130](#ib9409cc39cd64858917a0f68a46de4df_469) |] [added: Equity](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_526)] | [added: [82](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_526)] |
| Item 7. | [removed: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib9409cc39cd64858917a0f68a46de4df_124) | | | [132](#ib9409cc39cd64858917a0f68a46de4df_124) |] [added: Operations](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_124)] | [added: [84](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_124)] |
| Item 7A. | [removed: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib9409cc39cd64858917a0f68a46de4df_475) | | | [211](#ib9409cc39cd64858917a0f68a46de4df_475) |] [added: Risk](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_532)] | [added: [145](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_532)] |
| Item 8. | [removed: | |] [Financial Statements and Supplementary [removed: Data](#ib9409cc39cd64858917a0f68a46de4df_19) | | | [221](#ib9409cc39cd64858917a0f68a46de4df_19) |] [added: Data](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_19)] | [added: [155](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_19)] |
| Item 9. | [removed: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib9409cc39cd64858917a0f68a46de4df_490) | | | [363](#ib9409cc39cd64858917a0f68a46de4df_490) |] [added: Disclosure](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_541)] | [added: [295](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_541)] |
| Item 9A. | [removed: | |] [Controls and [removed: Procedures](#ib9409cc39cd64858917a0f68a46de4df_493) | | | [363](#ib9409cc39cd64858917a0f68a46de4df_493) |] [added: Procedures](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_544)] | [added: [295](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_544)] |
| Item 9B. | [removed: | |] [Other [removed: Information](#ib9409cc39cd64858917a0f68a46de4df_496) | | | [364](#ib9409cc39cd64858917a0f68a46de4df_496) |] [added: Information](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_547)] | [added: [296](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_547)] |
| Item 9C. | [removed: | |] [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib9409cc39cd64858917a0f68a46de4df_499) | | | [364](#ib9409cc39cd64858917a0f68a46de4df_499) |] [added: Inspections](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_550)] | [added: [296](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_550)] |
| | [removed: | |] [PART [removed: III](#ib9409cc39cd64858917a0f68a46de4df_502) | | | |] [added: IV](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_502)] | |
| Item 10. | [removed: | |] [Directors, Executive Officers and Corporate [removed: Governance](#ib9409cc39cd64858917a0f68a46de4df_505) | | | [365](#ib9409cc39cd64858917a0f68a46de4df_505) |] [added: Governance](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_433)] | [added: [297](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_433)] |
| Item 11. | [removed: | |] [Executive [removed: Compensation](#ib9409cc39cd64858917a0f68a46de4df_508) | | | [372](#ib9409cc39cd64858917a0f68a46de4df_508) |] [added: Compensation](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_436)] | [added: [305](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_436)] |
| Item 12. | [removed: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib9409cc39cd64858917a0f68a46de4df_511) | | | [384](#ib9409cc39cd64858917a0f68a46de4df_511) |] [added: Matters](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_439)] | [added: [317](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_439)] |
| | | |
| --- | --- | --- |
| | | |
| --- | --- | --- |
| 6.25% Series D Mandatory Convertible Preferred Stock | KKR PR D | New York Stock Exchange |
| 6.875% Subordinated Notes due 2065 | KKRT | New York Stock Exchange |
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.
months (or for such shorter period that the registrant was required to submit such files).
See the
| | | | | |
| --- | --- | --- | --- | --- |
standards provided pursuant to Section 13(a) of the Exchange Act.
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.
to previously issued financial statements.
officers during the relevant recovery period pursuant to § 240.10D-1(b).
As of February 24, 2026, the registrant had
891,550,894 shares of common stock outstanding.
| | | |
| --- | --- | --- |
| | [PART I](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_322) | |
| | | |
| Item 1. | [Business](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_325) | [8](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_325) |
| | | |
| | | |
| | | |
| Item 1C. | [Cybersecurity](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_406) | [80](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_406) |
| | | |
| Item 2. | [Properties](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_409) | [81](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_409) |
| | | |
| | | |
| | | |
| | [PART II](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_16) | |
| | | |
| | | |
| Item 6. | [\[Reserved\]](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_529) | [83](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_529) |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
As of February 26, 2025, the registrant had 888,250,533 shares of common stock outstanding.
| | | | [PART I](#ib9409cc39cd64858917a0f68a46de4df_349) | | | | | |
| Item 1. | | | [Business](#ib9409cc39cd64858917a0f68a46de4df_352) | | | [8](#ib9409cc39cd64858917a0f68a46de4df_352) | | |
| Item 1C. | | | [Cybersecurity](#ib9409cc39cd64858917a0f68a46de4df_415) | | | [128](#ib9409cc39cd64858917a0f68a46de4df_415) | | |
| Item 2. | | | [Properties](#ib9409cc39cd64858917a0f68a46de4df_418) | | | [129](#ib9409cc39cd64858917a0f68a46de4df_418) | | |
| | | | [PART II](#ib9409cc39cd64858917a0f68a46de4df_466) | | | | | |
| Item 6. | | | [\[Reserved\]](#ib9409cc39cd64858917a0f68a46de4df_472) | | | [131](#ib9409cc39cd64858917a0f68a46de4df_472) | | |
| | | | [PART IV](#ib9409cc39cd64858917a0f68a46de4df_520) | | | | | |
| [SIGNATURES](#ib9409cc39cd64858917a0f68a46de4df_535) | | | | | | [407](#ib9409cc39cd64858917a0f68a46de4df_535) | | |
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 from companies and businesses in the Strategic Holdings segment in the future, the future growth of such companies and businesses, the potential for compounding earnings over a longer period of time from such segment, and the belief that such segment is an unconstrained business line); 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 Global Atlantic 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 access individual investors; and 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 incentive fees.
References to our “senior principals” are to our senior employees who hold interests in the Series I preferred stockholder, including Mr. Henry Kravis and Mr. George Roberts (our "Co-Founders").
References to "principals" are to our current and former employees who formerly held interests ("KKR Holdings Units") in KKR Holdings L.P. ("KKR Holdings"), which we acquired on May 31, 2022, pursuant to the Reorganization Agreement, as discussed below.
References to “KKR Group Partnership” for periods prior to January 1, 2020 refer to KKR Fund Holdings L.P., KKR Management Holdings L.P. and KKR International Holdings L.P., collectively, which were combined on that date to form KKR Group Partnership.
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 and are currently held by certain Global Atlantic employees who received 2.6 million units (a majority of which are unvested) in connection with the January 2, 2024 transaction described below.
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 January 2, 2024, KKR acquired the remaining minority interests of Global Atlantic held by third party co-investors and Global Atlantic employees in exchange for cash and securities exchangeable for shares of KKR & Co. Inc. common stock (the “2024 GA Acquisition”).
As of January 2, 2024, KKR owns 100.0% of Global Atlantic.
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 into which all outstanding shares of Series C Mandatory Convertible Preferred Stock were convertible (for periods prior to the date of its mandatory redemption, which occurred in September 2023), (iii) shares of common stock issuable pursuant to equity awards actually granted pursuant to the 2019 Equity Incentive Plan, and (iv) shares of common stock issuable from exchangeable securities, including vested partnership interests in KKR Holdings III L.P. 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.
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.
- geopolitical developments and other local and global events;
- disruptions caused by natural disasters and catastrophes;
- significant liquidity requirements and sources of liquidity;
- assets we refer to as “perpetual capital” being subject to material reduction;
- “clawback” provisions in our governing agreements;
- inability to raise additional or successor funds successfully;
- intense competition in the investment management and insurance industries;
- increasing focus by stakeholders on sustainability matters;
- changes in relevant tax laws, regulations, and treaties or adverse interpretations by tax authorities;
- recruiting, retaining, and motivating our employees and other key personnel;
- our reliance on third-party service providers;
- the unpredictable impact of artificial intelligence on competitive, operational, legal, and regulatory risks;
- rapidly developing and changing global privacy laws;
- failure to manage existing commitments;
- extensive regulation of our businesses;
- litigation and negative publicity;
An excerpt. Shown here: 40 of 93 rewritten, 40 of 219 added and 40 of 80 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2025 filing and the FY2024 filing.
Item 1C. CYBERSECURITY
25 rewritten, 39 added, 11 removed, 3 unchanged
[removed: KKR’s Chief Information Security Officer (the “KKR CISO”) leads an information] security [removed: team (the “KKR information security] team”) whose responsibilities include securing data from unauthorized use or access.
[removed: The cybersecurity strategy and] program at [removed: KKR’s asset management business] [added: KKR] includes, among other things, annual employee training about cybersecurity risks and new employee [removed: 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 [removed: global information security program.]
KKR’s CISO also has prior experience in various information security roles, including [removed: security architecture, application security, engineering and operations.]
[removed: 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 [removed: (CISSP) and holds a Series 99 – Operations Professional Exam certification.]
[removed: The Operational Risk] Committee [added: reports to KKR’s Risk and Operations Committee, which] is comprised of senior employees from across our asset [removed: management business and operating functions.]
[removed: 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 [removed: are identified, assessed, managed and mitigated effectively.]
[removed: The cybersecurity risk environment for KKR’s asset management business, which] includes identifying and monitoring KKR’s technology risks, including those related to information security, business [removed: disruption, fraud and privacy related risks, and also promoting cybersecurity awareness at the firm.]
[removed: KKR's Risk and Operations Committee includes our Chief] Financial Officer, Chief [removed: Operating Officer, Chief] Legal Officer and General Counsel, [added: and] Chief Compliance Officer.
[removed: 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 [removed: technology risks, including KKR’s cybersecurity program, the current cybersecurity threat landscape, and risk management.]
[removed: KKR’s asset management business] [added: KKR] has a cybersecurity incident response plan, which was developed taking into account industry standard guidance [removed: provided by institutes such as the National Institute of Standards and Technology.]
[removed: This plan is a key component of the] cybersecurity program, which is generally incorporated within our enterprise risk management framework.
[removed: 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 [removed: KKR’s asset management business,] [added: KKR,] including those arising from third-party service providers, [removed: including those providers that have access to KKR’s customer and employee data.]
[removed: Cybersecurity considerations affect the] selection and oversight of our third-party service providers.
We perform cybersecurity-related diligence on third parties that [removed: 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, [removed: technology, compliance, risk, public affairs, human capital and finance groups.]
[removed: KKR has established a notification decision] framework to determine when the KKR CIRT will provide notifications regarding certain cybersecurity incidents, with different [removed: 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 [removed: KKR’s asset management business.]
Our technology platforms and applications are designed to enable us to monitor user and network behavior at [removed: KKR’s asset management business, identify threats using certain analytics, and mitigate attacks across various layers of the enterprise.][added: KKR,]
[removed: The KKR information] security team conducts regular internal and external audits with third-party cybersecurity experts to identify and evaluate [removed: potential weaknesses in our cybersecurity systems.]
[removed: 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 [removed: trainings as part of new employee onboarding.][added: training]
As of the date of this filing, we do not believe that our business strategy, results of operations or financial conditions have [removed: been materially affected by any cybersecurity incidents for the period covered by this report.]
[removed: However, institutions like us, as] well as our employees, service providers and other third parties, have experienced information security and cybersecurity [removed: attacks in the past and will likely continue to be the target of increasingly sophisticated cyber actors.]
[removed: For a discussion of how] risks from cybersecurity threats may affect us, see "Part 1 Item 1A.
[removed: Risk Factors—"Risks Related to Our Business—Cybersecurity] [added: Cybersecurity] failures and data security breaches [removed: may disrupt or] [added: could] have a material adverse impact on our [removed: businesses, operations and investments.”][added: businesses.”]
KKR’s Chief Information Security Officer (the “KKR CISO”) leads an information security team (the “KKR information
The cybersecurity strategy and
onboarding about KKR’s security policies.
global information security program.
security architecture, application security, engineering and operations.
He holds a Bachelor of Science in computer science
(CISSP) and holds a Series 99 – Operations Professional Exam certification.
The Operational Risk Committee is comprised of
senior employees from across our firm.
The committee focuses on significant operating and business risks, which includes
are identified, assessed, managed and mitigated effectively in the cybersecurity risk management environment for KKR, which
disruption, fraud and privacy related risks, and also promoting cybersecurity awareness at the firm.
The Operational Risk
management and insurance businesses and operating functions.
KKR's Risk and Operations Committee includes our Chief
At least annually, management will
technology risks, including KKR’s cybersecurity program, the current cybersecurity threat landscape, and risk management.
provided by institutes such as the National Institute of Standards and Technology.
This plan is a key component of the
The KKR CISO and
KKR’s Chief Compliance Officer co-chair a cybersecurity incident response team (“KKR CIRT”), which aims to manage and
including those providers that have access to KKR’s customer and employee data.
Cybersecurity considerations affect the
have access to our systems, data or facilities.
technology, compliance, risk, public affairs, human capital and finance groups.
KKR has established a notification decision
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.
KKR.
identify threats using certain analytics, and mitigate attacks across various layers of the enterprise.
The KKR information
potential weaknesses in our cybersecurity systems.
In addition, the KKR information security team conducts periodic phishing
as part of new employee onboarding.
been materially affected by any cybersecurity incidents for the period covered by this report.
However, institutions like us, as
attacks in the past and will likely continue to be the target of increasingly sophisticated cyber actors.
For a discussion of how
Risk Factors—"Risks Related to Our Business—
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 also has a Chief Information Security Officer dedicated to our insurance business (the “Global Atlantic CISO”), who has more than 20 years of experience in various information security and technology roles.
The Global Atlantic CISO leads an information security team that is focused on overseeing the cybersecurity strategy and program for Global Atlantic, which includes, among other things, annual employee training about cybersecurity risks and new employee onboarding about Global Atlantic’s security policies.
The Global Atlantic CISO reports at least annually to the operations & technology committee of Global Atlantic’s board of directors (whose members include non-executive directors unaffiliated with KKR) and members of KKR’s Risk and Operations Committee.
The Global Atlantic CISO also provides ad hoc reporting to Global Atlantic’s management-level committees and Global Atlantic’s board of directors and its risk committee.
Material information regarding information security affecting our insurance business is also reported to KKR’s Risk and Operations Committee and to the Audit Committee or Risk Committee of KKR’s Board of Directors.
KKR also has a cybersecurity incident response plan that is specific to our insurance business.
The plan sets forth the roles and responsibilities of the Global Atlantic incident response team, which is comprised of Global Atlantic employees representing key business functions at our insurance business and is overseen by the Global Atlantic CISO.
Global Atlantic utilizes several mechanisms to monitor and manage the cybersecurity risks of our insurance business, including to prevent, and prepare to respond to, an incident.
This includes maintaining relationships with external incident response organizations, performing periodic cybersecurity risk assessments, overseeing and monitoring risks from cybersecurity threats associated with third-party service providers, and ensuring that Global Atlantic employees complete security awareness training relating to cybersecurity best practices.
Global Atlantic also has a cybersecurity notification framework in place to determine when appropriate notifications and escalations are required to be provided to senior members of Global Atlantic’s management, members of Global Atlantic’s board of directors and members of KKR’s Risk and Operations Committee, certain members of which would, as appropriate, report such information to our Board of Directors or its Audit Committee or Risk Committee.
Item 2. PROPERTIES
2 rewritten, 2 added, 0 removed, 1 unchanged
[removed: We also lease space for our other] offices in North America, Europe, [added: the] Middle East, and Asia-Pacific.
[removed: We consider these facilities to be suitable and adequate] for the management and operations of our business.
We also lease space for our other
We consider these facilities to be suitable and adequate
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
25 rewritten, 59 added, 8 removed, 2 unchanged
The number of holders of record of our common stock as of February [removed: 26, 2025] [added: 24, 2026] was [removed: 43.][added: 39.]
[removed: This does not include the number] of stockholders that hold shares in "street-name" through banks or broker-dealers.
Under our current dividend policy for common stock that we announced on February [removed: 4, 2025,] [added: 5, 2026,] we expect to pay our [removed: common stockholders an annualized dividend of $0.74 per share of common stock, equal to a quarterly dividend of $0.185 per share of common stock, beginning with the dividend to be declared with respect to the first quarter of 2025.]
[removed: On] February [removed: 4, 2025,] [added: 5, 2026,] we declared a regular dividend of [removed: $0.175] [added: $0.185] per share of common stock under our prior dividend policy for the [removed: quarter ended December 31, 2024, payable on February 28, 2025 to common stockholders of record as of the close of business on February 14, 2025.]
[removed: 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 [removed: Partnership Units, dividends are expected to be funded in the following manner:]
[removed: - KKR Group Partnership will make distributions to holders of KKR Group Partnership Units, which consists of our] wholly-owned corporate subsidiaries (one of [removed: which] [added: which, KKR Group Holdings Corp.,] acts as the general partner of KKR [removed: 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 [removed: receive from KKR Group Partnership, after deducting any applicable taxes; and]
[removed: - Third, we will distribute to holders of our common stock the] amount of dividends declared by our Board of Directors from the distributions that we receive from our [removed: wholly-owned corporate subsidiaries.][added: wholly-]
[removed: The limited partnership agreement of KKR Group Partnership provides for cash distributions, which are referred] to [removed: as "tax distributions," to the partners of the partnership if we determine that the] taxable income [removed: 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 [removed: and KKR Holdings III.]
[removed: KKR Group Partnership may make tax] distributions [removed: in the future, from time] to [removed: 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.
[removed: The declaration and payment of any dividends to holders of] our [removed: common stock 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 [removed: certificate of incorporation.]
There can be no assurance that dividends will be made as intended or at all or that any particular [removed: dividend policy will be maintained.]
Share Repurchases in the Fourth Quarter [removed: of 2024][added: of 2025]
Under our current share repurchase program, KKR is authorized to repurchase its common stock from time to time in [removed: open market transactions, in privately negotiated transactions or otherwise.]
[removed: 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 [removed: requirements, price, and economic and market conditions.]
[removed: 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.
[removed: 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 [removed: discontinued at any time.]
[removed: 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 [removed: issued pursuant to our Equity Incentive Plan representing the right to receive shares of common stock.]
As of January [removed: 31, 2025,] [added: 30, 2026,] there is approximately [removed: $69] [added: $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 [removed: "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 [removed: 2024,] [added: 2025,] no shares of common stock were repurchased, and [removed: 246,298] [added: 141,119] equity awards [removed: were retired.]
| Issuer Purchases of Common Stock | | | | | | | | [removed: | | | | | | | | | | | | | | | |]
| [removed: (amounts] [added: *(amounts] in thousands, except share and per share [removed: amounts) | | | | | | | | | | | | | | | |] [added: amounts)*] | | | | | | | |
| | [removed: | |] Total Number [removed: of Shares] [added: of Shares] Purchased | | [removed: | | | |] Average [removed: Price Paid] [added: Price Paid] Per Share | | [removed: | | | |] Total Number [removed: of Shares Purchased as] [added: of Shares Purchased as] Part of [removed: Publicly Announced Plans or] [added: Publicly Announced Plans or] Programs | | [removed: | | | | Approximate Dollar] [added: Approximate Dollar] Value [removed: of Shares] [added: of Shares] that [removed: May Yet] [added: May Yet] Be [removed: Purchased Under] [added: Purchased Under] the [removed: Plans or] [added: Plans or] Programs (1) | [removed: | |]
[removed: (1)In] [added: (1)As previously announced in] April 2024, the share repurchase program was amended such that when the remaining available amount under the share [removed: repurchase program becomes $50 million or less, the total available amount under the share repurchase program will automatically add an additional $500 million to the then remaining available amount of $50 million or less.]
MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
This does not include the number
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
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
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
Group Partnership), KKR Holdings II and KKR Holdings III, in proportion to their percentage interests in KKR Group
Partnership;
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
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
and KKR Holdings III.
KKR Group Partnership may make tax distributions in the future, from time to time, to provide
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
certificate of incorporation.
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.
open market transactions, in privately negotiated transactions or otherwise.
The timing, manner, price, and amount of any
requirements, price, and economic and market conditions.
KKR expects that the program, which has no expiration date, will
The program does not require KKR to
discontinued at any time.
In addition to the repurchases of common stock described above, the repurchase program is used
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 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 for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Month #1 (October 1, 2024 to October 31, 2024) | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 68,939 | |
| Month #2 (November 1, 2024 to November 30, 2024) | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 68,856 | |
| Month #3 (December 1, 2024 to December 31, 2024) | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 68,820 | |
| Total through December 31, 2024 | | | — | | | | | | | | | | | | — | | | | | | $ | 68,820 | |
An excerpt. Shown here: all 25 rewritten, 40 of 59 added and all 8 removed. The counts are complete. For every sentence, read Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER in the FY2025 filing and the FY2024 filing.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
2,776 rewritten, 3,567 added, 858 removed, 446 unchanged
| Report of Independent Registered Public Accounting Firm | [removed: | | [222](#ib9409cc39cd64858917a0f68a46de4df_424) | |] [added: [156](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_538)] |
[removed: | Consolidated Statements] [added: consolidated statements] of [removed: Financial Condition] [added: financial condition] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023 | | | [225](#ib9409cc39cd64858917a0f68a46de4df_22) | | |][added: 2024:]
[removed: | Consolidated Statements] [added: recognized in the consolidated statements] of [removed: Operations] [added: operations] for the [removed: Years Ended] [added: years ended] December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022 | | | [229](#ib9409cc39cd64858917a0f68a46de4df_25) | | |][added: 2023:]
| Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022 | | | [231](#ib9409cc39cd64858917a0f68a46de4df_28) |] [added: 2023] | [added: [165](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_28)] |
| Consolidated Statements of Changes in Equity for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022 | | | [232](#ib9409cc39cd64858917a0f68a46de4df_31) |] [added: 2023] | [added: [166](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_31)] |
| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022 | | | [235](#ib9409cc39cd64858917a0f68a46de4df_34) |] [added: 2023] | [added: [169](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_34)] |
| Notes to Consolidated Financial Statements | [removed: | | [238](#ib9409cc39cd64858917a0f68a46de4df_37) | |] [added: [172](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_37)] |
[removed: We also] have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).]
Also, in our opinion, the Company maintained, in all material respects, effective internal control over [removed: financial reporting as of December 31, 2024, based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.]
The Company’s management is responsible for these financial statements, for maintaining effective internal control over [removed: 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.]
[removed: 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 [removed: 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.]
[removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about] whether [removed: 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 [removed: respects.]
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the [removed: financial statements, whether due to error or fraud, and performing procedures to respond to those risks.]
[removed: Such procedures] included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
[removed: Our audits] also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating [removed: the overall presentation of the financial statements.]
[removed: 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 [removed: and evaluating the design and operating effectiveness of internal control based on the assessed risk.]
[removed: Our audits also included] performing such other procedures as we considered necessary in the circumstances.
We believe that our audits provide a [removed: reasonable basis for our opinions.]
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the [removed: reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.]
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become [removed: inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.]
[removed: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated] or [removed: 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 [removed: judgments.]
The communication of critical audit matters does not alter in any way our opinion on the financial statements, [removed: 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.]
[removed: 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 [removed: fair value hierarchy.]
These Level III investments have limited observable market activity and the inputs used in the [removed: 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 [removed: date.]
At the end of each reporting period, the Company calculates the carried interest that would be due to the Company [removed: from each investment fund, pursuant to the investment fund agreement.]
[removed: The change in the fair value of the underlying Level] III Investments held by the investment funds is a significant input into the determination of carried interest for each reporting [removed: period.]
As the fair value of underlying investments varies between reporting periods, the Company adjusts the amounts [removed: recorded as carried interest.]
Accrued but unpaid carried interest as of the reporting date is reflected in investments in the [removed: consolidated statements of financial condition.]
We identified certain Level III Investments as a critical audit matter because of the unobservable pricing inputs [removed: Management used to estimate fair value.]
[removed: Performing audit procedures to evaluate the appropriateness of these inputs used by Management required a high] degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists who [removed: possess significant investment valuation expertise.]
Our audit procedures related to the unobservable pricing inputs used by Management to estimate the fair values of Level [removed: III Investments included the following, among others:]
- With the assistance of our fair value specialists, we evaluated Management’s process for Level III Investments [removed: valuation, including their determination of the unobservable pricing inputs used to estimate fair value.]
- We evaluated the Company’s historical ability to accurately estimate fair value of Level III Investments by comparing [removed: previous estimates of fair value to subsequent market transactions with third parties.]
Policy Liabilities — Valuation of Policy Liabilities Associated with the Fixed-Indexed Annuity Product — Refer to Notes [removed: 2, 8, 9, and 17 to the financial statements][added: 2,]
The Company’s products include the fixed-indexed annuity product, which contains equity indexed features that are [removed: considered embedded derivatives and are required to be measured at fair value.]
[removed: In addition, certain fixed-indexed annuity] contracts are issued with guarantees, which are considered Market Risk Benefits (“MRBs”).
Management applies significant judgment in selecting assumptions used to estimate the value of embedded derivative [removed: liabilities and MRBs associated with the fixed-indexed annuity product.]
[removed: Changes in market conditions or variations in certain] assumptions could result in significant fluctuations in these estimates.
| | |
| --- | --- |
| | |
| | Page No. |
| Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 | [159](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_22) |
| Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023 | [163](#ia5a8e2cda8f34de8bfe2ff4a5a16cb22_25) |
| | |
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
*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.
financial reporting as of December 31, 2025, based on criteria established in *Internal Control — Integrated Framework (2013)*
issued by COSO.
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
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.
Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement,
respects.
financial statements, whether due to error or fraud, and performing procedures to respond to those risks.
Such procedures
Our audits
the overall presentation of the financial statements.
Our audit of internal control over financial reporting included obtaining
and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included
reasonable basis for our opinions.
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
We have audited the accompanying consolidated statement of financial condition of KKR & Co. Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, 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, 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements").
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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
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.
February 28, 2025
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 122,517,378 | | | | | | 113,567,367 | | | | | | | | |
| | | | 237,582,033 | | | | | | 203,726,827 | | | | | | | | |
| Total Assets | | | $ | 360,099,411 | | | | | $ | 317,294,194 | | | | | | | |
| | | | 57,906,939 | | | | | | 53,143,384 | | | | | | | | |
| | | | 240,207,780 | | | | | | 205,771,898 | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash and Cash Equivalents | | | $ | 1,709,523 | | | | | $ | 1,162,174 | | | | | $ | — | | | | | $ | 2,871,697 | |
| Investments | | | 24,996,298 | | | | | | 57,343,237 | | | | | | — | | | | | | 82,339,535 | | |
| Other Assets | | | 429,827 | | | | | | 345,509 | | | | | | — | | | | | | 775,336 | | |
| | | | 27,135,648 | | | | | | 58,961,228 | | | | | | — | | | | | | 86,096,876 | | |
| Investments | | | — | | | | | | — | | | | | | 22,556,040 | | | | | | 22,556,040 | | |
| Other Assets | | | — | | | | | | — | | | | | | 491,607 | | | | | | 491,607 | | |
| | | | — | | | | | | — | | | | | | 23,830,662 | | | | | | 23,830,662 | | |
| Total Assets | | | $ | 27,135,648 | | | | | $ | 58,961,228 | | | | | $ | 23,830,662 | | | | | $ | 109,927,538 | |
| Debt Obligations | | | $ | 25,276,404 | | | | | $ | 8,554,449 | | | | | $ | — | | | | | $ | 33,830,853 | |
| Accrued Expenses and Other Liabilities | | | 869,765 | | | | | | 488,717 | | | | | | — | | | | | | 1,358,482 | | |
| | | | 26,146,169 | | | | | | 9,043,166 | | | | | | — | | | | | | 35,189,335 | | |
| Total Liabilities | | | $ | 26,146,169 | | | | | $ | 9,043,166 | | | | | $ | 337,162 | | | | | $ | 35,526,497 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Basic | | | | | | | | | | | | | | | $ | 3.47 | | | | | $ | 4.24 | | | | | $ | (0.79) | |
| Diluted | | | | | | | | | | | | | | | $ | 3.28 | | | | | $ | 4.09 | | | | | $ | (0.79) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| End of Period | | | | | | | | | | | | | | | 1,115,792 | | | | | | 22,999,974 | | |
| Beginning of Period | | | | | | | | | | | | | | | 2,587 | | | | | | 258,726,163 | | |
| Cancellation of Series II Preferred Stock - Holdings Merger (See Note 1) | | | | | | | | | | | | | | | (2,582) | | | | | | (258,259,143) | | |
| Beginning of Period | | | | | | | | | | | | | | | 5,957 | | | | | | 595,663,618 | | |
| Holdings Merger (See Note 1) | | | | | | | | | | | | | | | 2,667 | | | | | | 266,759,143 | | |
| End of Period | | | | | | | | | | | | | | | 8,611 | | | | | | 861,110,478 | | |
| Beginning of Period (as previously reported) | | | | | | | | | | | | | | | 8,997,435 | | | | | | | | |
| Adoption of New Accounting Standard (See Note 2) | | | | | | | | | | | | | | | — | | | | | | | | |
| Exchange of KKR Holdings Units | | | | | | | | | | | | | | | 14,811 | | | | | | | | |
An excerpt. Shown here: 40 of 2,776 rewritten, 40 of 3,567 added and 40 of 858 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
0 rewritten, 1 added, 0 removed, 1 unchanged
AND FINANCIAL DISCLOSURE
Item 9A. CONTROLS AND PROCEDURES
11 rewritten, 27 added, 2 removed, 5 unchanged
[removed: Any controls] and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired [removed: control objectives.]
We carried out an evaluation, under the supervision and with the participation of our management, including the [removed: 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, 2024.][added: Co-]
[removed: Based upon that evaluation, our Co-Chief Executive Officers and Chief] Financial Officer have concluded that, as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective to [removed: accomplish their objectives at the reasonable assurance level.]
- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and [removed: dispositions of the assets of the company;]
[removed: - 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 [removed: company are being made only in accordance with authorizations of management and directors of the company; and]
[removed: - 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, [removed: 2024.][added: 2025.]
[removed: In] making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the [removed: Treadway Commission (COSO) in Internal Control—Integrated Framework that was issued in 2013.]
[removed: Based on its assessment,] our management has concluded that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting is effective.
No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) [removed: occurred during the fourth quarter of 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.]
[removed: 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 [removed: included in Financial Statements and Supplementary Data.]
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
control objectives.
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
accomplish their objectives at the reasonable assurance level.
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:
dispositions of the assets of the company;
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
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
In
Treadway Commission (COSO) in Internal Control—Integrated Framework that was issued in 2013.
Based on its assessment,
occurred during the fourth quarter of 2025 that materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Deloitte & Touche LLP, our independent registered public accounting firm that audited our consolidated financial
included in Financial Statements and Supplementary Data.
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.
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:
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
0 rewritten, 1 added, 0 removed, 2 unchanged
INSPECTIONS
Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
154 rewritten, 309 added, 25 removed, 61 unchanged
| Name | | [removed: |] Age | | [removed: | | | |] Position(s) | [removed: | |]
| Henry R. Kravis | | [removed: | 81 | | | |] [added: 82] | | Co-Executive Chairman and Director | [removed: | |]
| George R. Roberts | | [removed: | 81 | | | |] [added: 82] | | Co-Executive Chairman and Director | [removed: | |]
| Joseph Y. Bae | | [removed: | 53 | | | |] [added: 54] | | Co-Chief Executive Officer and Director | [removed: | |]
| Scott C. Nuttall | | [removed: | 52 | | | |] [added: 53] | | Co-Chief Executive Officer and Director | [removed: | |]
| Adriane M. Brown | | [removed: | 66 | | | |] [added: 67] | | Director | [removed: | |]
| Matthew R. Cohler | | [removed: | 47 | | | |] [added: 48] | | Director | [removed: | |]
| Mary N. Dillon | | [removed: | 63 | | | |] [added: 64] | | Director | [removed: | |]
| Arturo Gutiérrez Hernández | | [removed: | 58 | | | |] [added: 59] | | Director | [removed: | |]
| Xavier B. Niel | | [removed: | 57 | | | |] [added: 58] | | Director | [removed: | |]
| Kimberly A. Ross | | [removed: | 59 | | | |] [added: 60] | | Director | [removed: | |]
| Patricia F. Russo | | [removed: | 72 | | | |] [added: 73] | | Director | [removed: | |]
| Robert W. Scully | | [removed: | 75 | | | |] [added: 76] | | Director | [removed: | |]
| Evan T. Spiegel | | [removed: | 34 | | | |] [added: 35] | | Director | [removed: | |]
| Robert H. Lewin | | [removed: | 45 | | | |] [added: 46] | | Chief Financial Officer | [removed: | |]
| Dane E. Holmes | | [removed: | 54 | | | |] [added: 55] | | Chief Administrative Officer | [removed: | |]
| Kathryn K. Sudol | | [removed: | 50 | | | |] [added: 51] | | Chief Legal Officer and General Counsel | [removed: | |]
Prior to his current position, he [removed: was] [added: served as] our [removed: Co-Chief Executive Officer until 2021.][added: Co-]
Mr. Kravis currently serves on the boards of Axel [removed: Springer, ICONIQ Capital, LLC,] [added: Springer] and [removed: Catalio Capital Management, LP.]
[removed: 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 [removed: (former chairman), the Partnership Fund for New York City (founder), Rockefeller University (former vice chairman), and Sponsors for Educational Opportunity (chairman).]
[removed: He earned a B.A. from Claremont McKenna College in 1967] and an M.B.A. from the Columbia Business School in 1969.
[removed: Mr. Kravis has more than four decades of experience] financing, analyzing, and investing in public and private companies, as well as serving on the boards of a number of KKR [removed: portfolio companies.]
[removed: 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 [removed: Directors.]
[removed: Mr. Roberts has served as a director or trustee of] several cultural and educational institutions, including Claremont McKenna College.
[removed: He is also Founder and Chairman of the] board of directors of REDF, a San Francisco nonprofit organization.
[removed: 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.
[removed: Mr. Roberts has more than four 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.
[removed: 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 [removed: significant value to our Board of Directors.]
[removed: Prior to his current position, he served as Co-President] [added: President] and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board of Directors since July [removed: 2017.]
He was the architect of KKR’s expansion in Asia, building one of the [removed: largest and most successful platforms in the market.]
[removed: 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 [removed: investment committees and implementing the firm’s modern thematic investment approach.]
[removed: He is active in a number of non-profit] [added: profit] educational and cultural institutions, including co-founding and serving on the board of The Asian American Foundation, [removed: as a member of Harvard University’s Global Advisory Council, and as a member of the Harvard Corporation.]
[removed: Mr. Bae’s intimate] knowledge of KKR’s business and operations and his experience in a variety of senior leadership roles within KKR provide [removed: significant value to our Board of Directors.]
[removed: 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 [removed: 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 [removed: Committee and the firm’s Inclusion and Diversity Council.][added: Committee.]
[removed: He was a member of the] board of directors of Fiserv, Inc. until 2022.
[removed: 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.
[removed: Mr. Nuttall's intimate] knowledge of KKR's business and operations and his experience in a variety of senior leadership roles within KKR provide [removed: significant value to our Board of Directors.]
[removed: 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.
[removed: Prior to] that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures, an invention and investment [removed: company, from January 2010 through July 2017, and served as a Senior Advisor until December 2018.]
| | | | | |
| --- | --- | --- | --- | --- |
| Craig Arnold | | 65 | | Director |
| Timothy R. Barakett | | 60 | | Director |
Mr. Kravis was our Co-Chief Executive
Officer until 2021 and is actively involved in managing the firm.
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
(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
Mr. Kravis has five decades of experience financing, analyzing, and
As our Co-
Founder, Co-Executive Chairman and former Co-Chief Executive Officer, Mr. Kravis has an intimate knowledge of KKR's
Directors.
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
He is also Founder and Chairman of the
He earned a B.A. from Claremont McKenna College in 1966
Mr. Roberts has five decades of experience
portfolio companies.
As our Co-Founder, Co-Executive Chairman and former Co-Chief Executive Officer, Mr. Roberts has an
significant value to our Board of Directors.
2017.
largest and most successful platforms in the market.
In addition to his role developing KKR’s Asia-Pacific platform, he has
investment committees and implementing the firm’s modern thematic investment approach.
He is active in a number of non-
as a member of Harvard University’s Global Advisory Council, and as a member of the Harvard Corporation.
Mr. Bae’s intimate
significant value to our Board of Directors.
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
2017.
He was the architect of the firm’s major strategic development
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.
He was a member of the
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ryan D. Stork | | | 53 | | | | | | Chief Operating Officer | | |
He is actively involved in managing the firm and serves on each of the regional Private Equity Investment Committees.
Prior to his current position, he was Co-Chief Executive Officer until 2021.
Mr. Bae serves on the firm’s Inclusion and Diversity Council.
Prior to joining McDonald’s, Ms. Dillon held several
positions of increasing responsibility at PepsiCo Corporation, including as President of the Quaker Foods division from 2004 to 2005 and as Vice President of Marketing for Gatorade and Quaker Foods from 2002 to 2004.
Ms. Dillon served as a director of Target Corporation from 2007 to 2013 and as a member of its compensation committee from 2009 to 2013.
Mr. Scully serves on the board of Teach For All, a global non-profit organization dedicated to developing collective leadership in education and is a member of the Nassau Hall Society at Princeton University.
Ryan D.
Stork joined KKR in 2022 and is our Chief Operating Officer.
Prior to joining KKR, Mr. Stork was at BlackRock Inc. where he held multiple leadership roles for more than 20 years, including most recently as Deputy Chief Operating Officer from 2019 to 2021 and as Chairman of Asia Pacific from 2014 to 2019.
Previously, he was also the Global Head of Aladdin – BlackRock’s investment and risk management technology platform, Head of the Institutional Client Business in Continental Europe, and Co‑Head of the Financial Institutions Group.
He was also a member of BlackRock’s Global Executive Committee and a board member of BlackRock’s Foundation.
Prior to joining BlackRock, Mr. Stork worked at PennCorp Financial Group, Conning Asset Management, and The Travelers Insurance Companies.
Mr. Stork received a BBA in Finance & Accounting from the University of Massachusetts, Amherst.
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.
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 addition, our Board of Directors has considered transactions and relationships between KKR and the companies and organizations on whose boards or other similar governing bodies where our independent directors also serve or where our independent directors serve as executive officers, including investments made by such companies in the portfolio companies in which KKR or its funds are invested, and certain personal investments made by our independent directors in companies in which certain of our executive officers have also invested.
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.
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 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 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.
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.
An excerpt. Shown here: 40 of 154 rewritten, 40 of 309 added and all 25 removed. The counts are complete. For every sentence, read Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE in the FY2025 filing and the FY2024 filing.
Item 11. EXECUTIVE COMPENSATION
180 rewritten, 366 added, 89 removed, 37 unchanged
[removed: In general, our] [added: Our] compensation program [removed: for our employees] [added: generally] has three primary objectives: (1) to attract, motivate, and retain [removed: them, (2) to align their interests with those of] our [removed: stockholders and other stakeholders, and (3) to reinforce our culture and values.][added: employees, (2)]
[removed: Our employees.] Our business [removed: is dependent] [added: depends] on the services of our [removed: employees, including our named executive officers.][added: employees.]
[removed: Therefore, it is important that our key employees are compensated in a] manner that [added: we believe] motivates them to excel consistently and encourages them to remain with the firm.
[removed: This] equity ownership serves to align the interests of our [removed: senior employees, including our named executive officers,] [added: employees] with those of our stockholders.
[removed: Culture and values.] One of our most important values for our [removed: senior] employees is our "one firm" approach with shared [removed: responsibility and success, and we also subscribe to a culture of meritocracy and fairness.]
[removed: Therefore, compensation for our senior employees] [added: program] is based on the performance of the firm as a whole as well as on an individual's contributions to the firm.
[removed: For example, we] generally do not compensate our [removed: senior] employees based [removed: merely] [added: solely] on an individual's accomplishments in relation to the profits and [removed: losses of his or her business unit.]
[removed: In addition, we conduct, at least annually, an evaluation process based on input from a wide range of persons] [added: stakeholders] regarding each employee's contribution to the firm, including his or her commitment to the firm's culture and [removed: values.]
We believe that using this kind of evaluation process also promotes a measure of objectivity as a balance to a single [removed: manager's judgment.]
[removed: Named] Executive [removed: Officers. We refer to our two Co-Executive] Chairmen (Henry Kravis and George Roberts), our two Co-Chief Executive Officers (Joseph Bae and Scott Nuttall), [removed: our Chief Financial Officer (Robert Lewin), and our Chief Administrative Officer (Dane Holmes), as our "named executive officers" for the year ended December 31, 2024.]
We are neither required to conduct say-on-pay or say-on-frequency votes nor to provide disclosures relating to [removed: pay-versus-performance under the Dodd-Frank Act.][added: pay-]
[removed: We believe that the base salary of] our named executive officers should typically not be the most significant component of total compensation.
[removed: Our Co-Executive] Chairmen determined that $300,000 is a sufficient minimum base salary for our named executive officers.
Our [removed: Co-Executive Chairmen, Co-Chief Executive Officers and Chief Financial Officer] [added: named executive officers] did not receive any discretionary year-end cash bonus compensation in [removed: 2024,] [added: 2025,] based on the [removed: overall values received by them during the year, including their allocations of carried interest.]
From time to time, we may grant equity awards consisting of restricted holdings units from our 2019 Equity Incentive [removed: Plan.]
Restricted holdings units are equity awards issued that provide the recipient with the right to exchange them on a [removed: one-for-one basis for our common stock after vesting and subject to satisfying certain other conditions.][added: one-]
[removed: The overall objectives of] these grants are principally to incentivize our most senior employees, to align their interests with those of our stockholders, [removed: and to retain them by providing meaningful long-term economic incentives.]
KKR currently intends that no additional equity [removed: incentive awards will be granted to Messrs.]
Bae and Nuttall during the five years following the grants they received in [removed: December 2021.]
Although we did not grant any year-end equity awards to our executive officers in [removed: 2024,] [added: 2025,] we may make such [removed: equity grants in the future.]
See also “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based [removed: Awards Table.”]
Our [removed: senior employees] [added: named executive officers] are eligible for allocations of carried interest from [removed: Associates Holdings, which is referred to as] our carry pool.
[removed: Carry pool] [added: In addition, other carried interest] allocations [removed: for the named executive officers in any year] are made by determining a total dollar value for [removed: the] [added: each] named executive [removed: officer's interest in the carry pool.]
[removed: Other] [added: Certain] carried interest [removed: is] [added: allocations are made and] distributed in [removed: any] [added: a] year based on [added: the] investment proceeds generated by [removed: our funds.]
[removed: Vesting serves as an] employment retention mechanism and enhances the alignment of interests between [removed: a participant in] our [removed: carry pool and the firm as well as the limited partners] [added: employees who participate] in our [removed: investment funds.]
[removed: Due to] our [removed: Co-Executive Chairmen's status as] Co-Founders [removed: of our firm, our Co-Founders] are [removed: typically] completely vested in their [removed: carry pool] [added: carried interest] allocations upon grant.
See "—Narrative Disclosure to Summary Compensation Table and Grants of [removed: Plan‑Based Awards—Terms of Confidentiality and Restrictive Covenant Agreements."][added: Plan-Based Awards Table" for additional terms, including with respect]
[removed: In addition, our] [added: Our] Co-Executive Chairmen are reimbursed by us for the use of a car and driver, and we pay for certain other [removed: 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 [removed: paid by us for their services and their unique status as Co-Founders of our firm.]
[removed: Upon vesting, restricted holdings units are also subject to additional restrictions, including transfer restrictions, which typically lasts 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 [removed: vesting on such vesting date.]
Our compensation program includes elements that we believe discourage excessive risk-taking and align the [removed: compensation of our employees with the long-term performance of the firm.]
[removed: Because our equity awards typically have multi-year vesting provisions (in addition to market-based conditions for certain senior employees)] the actual amount of compensation realized by the recipient [removed: will be] [added: is] tied to the long-term performance of our common stock.
[removed: Pursuant to our internal policies, without the prior authorization of our Chief Legal Officer, our] employees are not permitted to buy or sell derivative securities, including for hedging purposes, or to engage in short-selling [removed: 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 [removed: after sufficient cash has been distributed to the investors in our funds.]
[removed: 2024] [added: 2025] Summary Compensation Table
The following table presents summary information concerning compensation that was paid for services rendered by our [removed: named executive officers during the fiscal years ended December 31, 2022, 2023, and 2024.]
In [removed: 2022,] 2023, [removed: and] 2024, [added: and 2025,] our named executive officers received dividends on shares of common stock [removed: they hold.][added: and distributions]
[removed: Because these dividends are not considered to be] compensation, they are not reflected as compensation in the table below.
Carried interest distributions to our named executive officers [removed: from the carry pool] for the years ended December 31, [removed: 2022,] 2023, [added: 2024,] and [removed: 2024] [added: 2025] are [removed: reflected in the All Other Compensation column in the table below.]
[removed: In each of 2022, 2023, and 2024, our Co-Chief Executive] Officers were allocated total dollar values of carried interest that were identical to each other; the different amounts set forth [removed: below are due to historically different allocations of carried interest in respect of fund investments that generated investment proceeds in each respective year.]
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.
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
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
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.
responsibility and success, and we also subscribe to a culture of meritocracy and fairness.
Therefore, our compensation
We
losses of his or her business unit.
In addition, we conduct an annual evaluation process based on input from a wide range of
values.
manager's judgment.
Named Executive Officers.
Our "named executive officers" for the year ended December 31, 2025 are our two Co-
our Chief Financial Officer (Robert Lewin), and our Chief Legal Officer and General Counsel (Kathryn Sudol).
versus-performance under the Dodd-Frank Act until after the Sunset Date.
For 2025, our named executive officers were each paid an annual salary of $300,000.
We believe that the base salary of
Our Co-Executive
overall values received by them during the year, including their allocations of carried interest.
Plan.
for-one basis for our common stock after vesting and subject to satisfying certain other conditions.
The overall objectives of
and to retain them by providing meaningful long-term economic incentives.
incentive awards will be granted to Messrs.
December 2021.
equity grants in the future.
Awards Table”.
KKR allocates up to 80%
Among other things, we depend on their ability, where applicable, to find, select and execute investments, manage and improve portfolio company operations, find and develop relationships with fund investors and other sources of capital, find, select and execute capital markets opportunities, and operate our various businesses, and we cannot compete effectively without their continued employment with us.
Alignment of interests. Management 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: every senior employee of the firm is expected to have an equity interest in KKR.
In addition, because we invest in and alongside our investment funds and have a carry pool from which we can allocate to our senior employees a portion of the carried interest that we generate through our business, we believe that our senior employees' interests are also aligned with those of our investors in the funds, vehicles and accounts that we manage, which in turn benefits our stockholders.
However, we intend periodically to review the elements of our compensation, and we may make changes to the compensation structure relating to one or more named executive officers based on the outcome of such reviews from time to time.
For 2024, Messrs.
Kravis, Roberts, Bae, Nuttall, Lewin, and Holmes were each paid an annual salary of $300,000.
As noted below, KKR increased its allocation of carried interest to the carry pool effective January 2, 2024.
In 2024, our Co-Chief Executive Officers determined that year-end cash bonus compensation should be awarded to our Chief Administrative Officer.
In determining the size of his year-end cash bonus compensation, our Co-Chief Executive Officers considered various factors, including (i) Mr. Holmes’s contributions and accomplishments in 2024 in terms of driving commercial results for the firm, leading and managing people, and living the firm's values; and (ii) his performance and contributions in 2024 as the Chief Administrative Officer for the firm, which included his leadership and oversight of our human capital, communications and marketing, citizenship, and sustainability functions.
The size of the overall bonus pool available for year-end cash bonus compensation was determined based on our compensation framework, which was driven primarily by increases in total operating earnings and total investing earnings in 2024 as compared to 2023.
Effective as of January 2, 2024, KKR allocates up to 80% of the carried interest that KKR earns from its funds that provide for carried interest to the carry pool, from which our Co-Founders are currently authorized to determine the amounts of carried interest allocable to individuals from the carry pool.
Due to our Co-Executive Chairmen's unique status as Co-Founders of our firm, our Co-Founders determine their own allocation from the carry pool, subject to certain restrictions and changes relating to the Sunset Date (which will occur no later than December 31, 2026) as described below.
To make the total dollar value determination for the other named executive officers, our Co-Founders took into consideration the executive 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.
The total dollar value available to be allocated to the named executive officers and other employees is limited by the total amount of investments made by our investment funds during the fiscal year.
The carried interest allocated to and distributed by the carry pool is maintained and administered by Associates Holdings, which is not currently a subsidiary of ours.
On the Sunset Date, KKR will acquire control of Associates Holdings and will commence making decisions regarding the allocation of carried interest pursuant to the limited partnership agreement of Associates Holdings.
Until the Sunset Date, our Co-Founders will continue to make decisions regarding the allocation of carried interest to themselves and others, pursuant to the limited partnership agreement of Associates Holdings, provided that any allocation of carried interest to the Co-Founders will be on a percentage basis consistent with past practice.
For more information see “Certain Relationships and Related Transactions, and Director Independence—Reorganization Agreement,” “Certain Defined Terms Used in this Report,” and “Business—Organizational Structure” in this report.
Participation in our carry pool for our senior employees, including our named executive officers, is generally subject only to service-based vesting with certain exceptions, including additional vesting upon death, disability or certain retirement events.
In general, the vesting for carry pool allocations is over a four-year period (other than for our Co-Founders).
Carry pool allocations after December 31, 2018, whether or not vested, are subject to forfeiture if the recipient violates his or her confidentiality and restrictive covenant agreement.
We have a program to match certain charitable donations made by our senior employees, including our executive officers, and we also pay for certain miscellaneous benefits for them, including tax preparation, financial planning services, and personal security services.
While employed by us, unless waived in whole or in part, each of our named executive officers has a minimum retained ownership requirement obligating them to continue hold at least 25% of the cumulative amount of restricted holdings units that have satisfied the vesting conditions during the duration of his or her employment with the firm, unless waived.
For example, all compensation elements are allocated at the discretion of our firm or by our Co-Executive Chairmen or our Co-Chief Executive Officers based on the considerations described above, and a significant majority of the equity awards granted to our employees are subject to a multi-year vesting conditions, one- and two-year post-vesting transfer restriction periods and/or a minimum retained ownership requirement and subject to forfeiture in connection with the breach of certain restrictive covenant obligations.
Carried interest, if any, from the carry pool in respect of any particular investment or fund is only paid in cash after all of the following are met: (i) a realization event has occurred (e.g., sale of a portfolio company, dividend, etc.); (ii) the 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 investments with a fair value below cost, cost has been returned to fund investors in an amount sufficient to reduce remaining cost to the investments' fair value.
In addition, because the amount of carried interest payable 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 funds and the named executive officers, and thus benefits our stockholders.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | — | | | | | | 29,991,767 | | | | | | 78,055,688 | | | | | | 108,347,455 | | |
| | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | — | | | | | | 29,991,711 | | | | | | 78,017,254 | | | | | | 108,308,965 | | |
| | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | 19,350,000 | | | | | | — | | | | | | 60,349,836 | | | | | | 79,999,836 | | |
| | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | 19,350,000 | | | | | | — | | | | | | 58,618,684 | | | | | | 78,268,684 | | |
| | | | | | | | | | 2022 | | | | | | 300,000 | | | | | | 5,950,000 | | | | | | — | | | | | | 8,178,845 | | | | | | 14,428,845 | | |
| Dane E. Holmes | | | | | | | | | 2024 | | | | | | 300,000 | | | | | | 3,200,000 | | | | | | — | | | | | | 100,000 | | | (8) | | | 3,600,000 | | |
| Chief Administrative Officer | | | | | | | | | 2023 | | | | | | 1,250 | | | | | | — | | | | | | 26,190,667 | | | | | | 322,950 | | | | | | 26,514,867 | | |
*Terms of KKR Holdings Units*
On May 31, 2022, KKR completed the Reorganization Mergers contemplated by the Reorganization Agreement pursuant to which KKR acquired KKR Holdings and all of the KKR Group Partnership Units held by it.
Before the completion of the Reorganization Mergers, certain of our named executive officers held interests in our business through KKR Holdings Units.
Pursuant to the Reorganization Agreement, 500,000 outstanding KKR Holdings Units held by each of Messrs.
Kravis and Roberts and 1,455,000 outstanding KKR Holdings Units held by each of Messrs.
An excerpt. Shown here: 40 of 180 rewritten, 40 of 366 added and 40 of 89 removed. The counts are complete. For every sentence, read Item 11. EXECUTIVE COMPENSATION in the FY2025 filing and the FY2024 filing.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
43 rewritten, 44 added, 10 removed, 7 unchanged
- each person known to us to beneficially own more than 5% of our common stock based on our review of filings [removed: with the SEC;]
The percentage of beneficial ownership is based on [removed: 888,250,533] [added: 891,550,894] shares of common stock issued and outstanding as of [removed: February 26, 2025.]
[removed: 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 [removed: 26, 2025.][added: 24, 2026.]
Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be [removed: deemed a beneficial owner of securities as to which he has no economic interest.]
[removed: 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 [removed: as set forth in our certificate of incorporation.]
| Name (1) | | | | | | | [removed: | | | | | | | | | | | | | |] Common Stock Beneficially Owned (2) | | [removed: | | | |] Percentage of Common [removed: Stock Beneficially] [added: Stock Beneficially] Owned | [removed: | |]
| George R. Roberts (3) | | | | | | | [removed: | | | | | | | | | | | | | | 87,062,855 | | | | | | 9.80%] [added: 83,862,855] | | [added: 9.41%] |
| Scott C. Nuttall (5) | | | | | | | [removed: | | | | | | | | | | | | | | 21,064,424 | | | | | | 2.37] [added: 21,189,424] | | [added: 2.38] |
| Joseph Y. Bae (6) | | | | | | | [removed: | | | | | | | | | | | | | | 18,331,070 | | | | | | 2.06] [added: 18,456,070] | | [added: 2.07] |
| Adriane M. Brown | | | | | | | [removed: | | | | | | | | | | | | | | 10,427 | | | |] [added: 11,665] | | * | [removed: | |]
| Matthew R. Cohler (7) | | | | | | | [removed: | | | | | | | | | | | | | | 96,330 | | | |] [added: 141,440] | | * | [removed: | |]
| Mary N. Dillon | | | | | | | [removed: | | | | | | | | | | | | | | 26,147 | | | |] [added: 27,385] | | * | [removed: | |]
| Arturo Gutiérrez Hernández | | | | | | | [removed: | | | | | | | | | | | | | | 11,542 | | | |] [added: 12,780] | | * | [removed: | |]
| Xavier B. Niel | | | | | | | [removed: | | | | | | | | | | | | | | 29,035 | | | |] [added: 30,273] | | * | [removed: | |]
| Kimberly A. Ross | | | | | | | [removed: | | | | | | | | | | | | | | 3,029 | | | |] [added: 4,267] | | * | [removed: | |]
| Patricia F. Russo | | | | | | | [removed: | | | | | | | | | | | | | | 85,621 | | | |] [added: 86,859] | | * | [removed: | |]
| Evan T. Spiegel | | | | | | | [removed: | | | | | | | | | | | | | | 9,642 | | | |] [added: 10,880] | | * | [removed: | |]
| Robert H. Lewin [removed: | | | | | | | | | | | | | | | | | |] [added: (8)] | | | [removed: 1,209,226] | | | | [added: 1,199,226] | | * | [removed: | |]
| Directors and executive officers as a group [removed: (17] [added: (18] persons) [removed: (3)(4)(5)(6)(7)(8)(9) | | | | | | | | | | | | | | | | | | | |] [added: (3)(4)(5)(6)(7)(8)(9)(10)] | [removed: 211,278,835] | | | | | | [removed: 23.78%] [added: 206,873,438] | | [added: 23.20%] |
| 5% Stockholders | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | |]
| The Vanguard Group Inc. [removed: (10) | | | | | | | | | | | | | |] [added: (11)] | | | | | | | 56,245,699 | | [removed: | | | | 6.33 | |] [added: 6.31] |
[removed: 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.
[removed: The address of Mr. Roberts is c/o Kohlberg Kravis Roberts] & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025.
(3)Includes [removed: (i) 1,000,000 shares held by a charitable foundation over which Mr. Roberts has shared voting power and (ii)] 1,043,242 shares held by a limited partnership over which Mr. Roberts has sole investment power.
(4)Includes (i) [removed: 15,277] [added: 15,227] shares held by Mr. Kravis's spouse over which Mr. Kravis may be deemed to share investment and voting [removed: power and] [added: power,] (ii) [removed: 1,549,369] [added: 150,000] shares [removed: 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 [removed: shared] investment and voting power, (ii) 2,782 shares held by a limited [removed: 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.]
[removed: 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 [removed: shared] investment and voting power.
[removed: Not included in the table above is 250,000] [added: 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 [removed: filing.]
(7)Includes [removed: 45,191] [added: 46,429] shares held by a trust over which Mr. Cohler has shared investment and voting power.
[removed: (8)Includes 33,333] [added: (10)Includes 226,666] restricted holdings units which are vested or scheduled to vest within 60 days of February [removed: 26, 2025.][added: 24, 2026.]
[removed: (9)Includes 286,665] [added: (9)Represents 160,000] restricted holdings units which are vested or scheduled to vest within 60 days of February [removed: 26, 2025.][added: 24, 2026.]
[removed: (10)Based on a Schedule 13G/A filed with the SEC on November 12, 2024, as of September 30, 2024, The Vanguard Group reports it is the beneficial owner of] 56,245,699 shares of common stock, with sole dispositive power over 53,380,855 shares of common stock, shared voting power over 813,842 shares of [removed: common stock and shared dispositive power over 2,864,844 shares of common stock.]
The address of The Vanguard Group is 100 Vanguard Blvd., [removed: Malvern, Pennsylvania 19355.]
[removed: (11)Based] [added: (12)Based] on a Schedule 13G filed with the SEC on [removed: February 4, 2025,] [added: January 21, 2026,] BlackRock, Inc. reports it is the beneficial owner of [removed: 46,989,395 shares of common stock, with sole voting power over 41,971,460] [added: 44,890,451] shares of common stock, [removed: and sole dispositive power over 46,989,395 shares of common stock.]
[removed: The address of] BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.
The table set forth below provides information concerning the awards that may be issued under our 2019 Equity [removed: Incentive Plan as of December 31, 2024.]
| | [removed: | |] Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | [removed: | |] Weighted‑Average Exercise Price of Outstanding Options, Warrants and Rights | [removed: | |] Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in the [removed: first column)] [added: first column)] (2) | [removed: | |]
| Equity Compensation Plan [added: Not] Approved by Security Holders | [removed: | | 80,590,581 | | |] — | [removed: | | 48,929,325 |] [added: —] | [added: —] |
| Equity Compensation Plan [removed: Not] Approved by Security Holders | [removed: | | — | | | — | |] [added: 76,843,384] | — | [removed: |] [added: 53,140,914] |
AND RELATED STOCKHOLDER MATTERS
with the SEC;
February 24, 2026.
Beneficial ownership is in each case determined in accordance with the rules of the SEC, and includes
deemed a beneficial owner of securities as to which he has no economic interest.
The table below does not reflect ownership
as set forth in our certificate of incorporation.
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | |
| Henry R. Kravis (4) | | | | | | | 81,180,618 | | 9.11 |
| Craig Arnold | | | | | | | 242 | | * |
| Timothy R. Barakett | | | | | | | 236,166 | | * |
| Robert W. Scully | | | | | | | 188,109 | | * |
| Kathryn K. Sudol (9) | | | | | | | 160,000 | | * |
| BlackRock, Inc. (12) | | | | | | | 44,890,451 | | 5.04 |
The address of each executive officer, except Mr.
The address of Mr. Roberts is c/o Kohlberg Kravis Roberts
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.
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
Not included in the table above is
filing.
(8)Includes 2,500 shares held by a trust over which Mr. Lewin has shared investment and voting power.
(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
common stock and shared dispositive power over 2,864,844 shares of common stock.
Malvern, Pennsylvania 19355.
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
Incentive Plan as of December 31, 2025.
| | | | |
| --- | --- | --- | --- |
| Total | 76,843,384 | — | 53,140,914 |
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
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Henry R. Kravis (4) | | | | | | | | | | | | | | | | | | | | | 82,870,688 | | | | | | 9.33 | | |
| Robert W. Scully | | | | | | | | | | | | | | | | | | | | | 173,621 | | | | | | * | | |
| Dane E. Holmes (8) | | | | | | | | | | | | | | | | | | | | | 41,846 | | | | | | * | | |
| Blackrock, Inc. (11) | | | | | | | | | | | | | | | | | | | | | 46,989,395 | | | | | | 5.29 | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total | | | 80,590,581 | | | — | | | 48,929,325 | | |
(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.
An excerpt. Shown here: 40 of 43 rewritten, 40 of 44 added and all 10 removed. The counts are complete. For every sentence, read Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT in the FY2025 filing and the FY2024 filing.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
84 rewritten, 229 added, 24 removed, 25 unchanged
The following description is a summary of the material terms of the agreements described below, and does not contain [removed: all of the information that you may find useful.]
[removed: For additional information, you should read the copies] of [removed: such agreements, all of] which have been previously filed with the SEC or incorporated by reference as exhibits to this report.
[removed: 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.
On May 31, 2022, the merger transactions (“Reorganization Mergers”) contemplated by the Reorganization Agreement to [removed: simplify KKR’s corporate structure were completed.]
[removed: 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.
[removed: Following the] Reorganization Mergers, our principals own the same common stock as the public stockholders of KKR & Co. Inc. (which was [removed: formerly known as KKR Aubergine Inc. and become the successor holding company of our business).]
[removed: For additional] information about the Reorganization Mergers, please see Note 1 “Organization” in our financial statements included in this [removed: report.]
On May 30, 2022, KKR's tax receivable agreement with KKR Holdings was terminated, other than with respect to [removed: exchanges of KKR Holdings Units for common stock that occurred prior to Reorganization Mergers.]
[removed: (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 [removed: 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. [removed: Inc. will become the general partner of Associates Holdings.]
[removed: The “Sunset Date” will be] the [removed: 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 [removed: Management, in its sole discretion).]
[removed: 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 [added: KKR] Holdings units made prior thereto, and [removed: the changes to occur effective on the Sunset Date) are all required to be consummated together as integrated transactions under the Reorganization Agreement.]
[removed: 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 [removed: the other parties to the Reorganization Agreement.]
[removed: Under the] registration rights [removed: agreement, holders of registration rights] have the right to require us to make available shelf registration statements permitting sales of shares of [removed: common stock into the market from time to time over an extended period.]
[removed: 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 [removed: of registration rights or initiated by us.]
[removed: 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, [removed: 2011, July 10, 2018 and June 7, 2022.]
[removed: 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 [removed: stock pursuant to the exchange agreement described above.]
[removed: 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 [removed: 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 [removed: 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.]
[removed: 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 [removed: would not otherwise have been available.]
[removed: 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 [removed: to pay.]
This increase in tax basis is expected to also decrease gain (or increase loss) on future dispositions of certain capital [removed: assets to the extent tax basis is allocated to those capital assets.]
[removed: 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 [removed: from such exchanges unless we exercise discretion to make tax distributions to holders of restricted holdings units.]
[removed: The surviving payment obligations of the tax receivable agreement] continue until all such tax benefits have been utilized or expired.
[removed: The amendment also clarifies that the tax benefit payments with respect to exchanges completed at any time prior to the Conversion] [added: conversion] will be calculated without taking into account the step-up in tax basis in our underlying assets that we generated in [removed: 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, [removed: insofar as the calculation of amounts payable depends on a variety of factors.]
[removed: 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 [removed: 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.]
[removed: 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.
[removed: 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 [removed: the full tax benefit of the increased amortization of our assets, future payments under the tax receivable agreement could be significant.]
[removed: The payments] under the tax receivable agreement are [removed: not conditioned upon our principals' continued ownership of us and are] required to be made within 90 days of the filing of our tax returns.
[removed: During the year] ended December 31, [removed: 2024,] [added: 2025,] an aggregate of [removed: $27.2] [added: $25.5] million was made to [removed: our current and] [added: the] former [removed: principals and] [added: limited partners of] KKR Holdings.
[removed: We are] not aware of any issue that would cause the IRS to challenge a tax basis increase that we have taken.
[removed: However, none of the] former limited partners of KKR Holdings will reimburse us for any payments previously made under the tax receivable [removed: 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 [removed: agreement could be in excess of our cash tax savings.]
[removed: 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 [removed: and amount of our future income.]
We control the general partner of KKR Group Partnership and, through KKR Group Partnership and its subsidiaries, the [removed: KKR business.]
[removed: Pursuant to the limited partnership agreement of KKR] Group Partnership, [removed: 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 [removed: Partnership Units and the amount of any such distributions.]
[removed: 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.
[removed: 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 [removed: may be exchangeable for KKR Group Partnership Units.]
[removed: In accordance with the KKR & Co.] Inc.'s policy on reimbursement of the cost of use of private aircraft while traveling for business, we reimbursed certain of our [removed: executive officers for firm use of private aircraft.]
INDEPENDENCE
all of the information that you may find useful.
For additional information, you should read the copies of such agreements, all
On October 8, 2021, KKR entered into a Reorganization Agreement with KKR Holdings, Associates Holdings, KKR
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.
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
Following the
formerly known as KKR Aubergine Inc. and become the successor holding company of our business).
For additional
report.
exchanges of KKR Holdings equity for common stock that occurred prior to Reorganization Mergers.
(i) the future elimination of control of KKR & Co. Inc. by KKR Management, by having all voting power vested in the
later than December 31, 2026, and
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
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
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
the other parties to the Reorganization 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
common stock into the market from time to time over an extended period.
In addition, holders of registration rights will have
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.
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.
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.
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.
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.
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.
As of December 31, 2024, an undiscounted payable of $379.0 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 Units that took place prior to the termination of the tax receivable agreement.
The independent directors of our Board of Directors are not eligible to receive payments under the tax receivable agreement.
For further information, see Note 20 "Related Party Transactions" in our financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity Needs—Tax Receivable Agreement" in this report.
Decisions made by our senior principals in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations, or other changes of control, may influence the timing and amount of payments received by principals who exchanged KKR Holdings Units prior to May 30, 2022 under the tax receivable agreement.
For example, the earlier disposition of assets following an exchange or acquisition transaction generally would accelerate payments under the tax receivable agreement and would increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction would generally increase a principals' tax liability without giving rise to any rights of a principal to receive payments under the tax receivable agreement.
See "Risk Factors—Risks Related to Our Organizational Structure—We will be required to pay certain principals for most of the benefits relating to our use of tax attributes we receive from historical exchanges of our common stock for KKR Group Partnership Units."
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 cash invested by our current and former employees and certain other qualifying personnel and their investment vehicles aggregated to $863.8 million for the year ended December 31, 2024, of which $61.4 million, $80.4 million, $52.7 million, $37.8 million, $8.1 million, $2.3 million, and $0.6 million was invested by Messrs.
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, the KKR Group Partnership, the 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.
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.
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.
In June 2024, certain of our funds contributed equity interests in one portfolio company to another portfolio company in which Mr. Niel indirectly owns a minority equity interest and is a board member.
Both of these portfolio companies were, and remain, majority-owned by our funds.
In connection with this transaction, the contributing funds received additional equity interests in the acquiring portfolio company, with KKR’s equity interest as general partner of the contributing funds representing a value of approximately $22 million.
As a result of the transaction, Mr. Niel’s equity interest in the acquiring portfolio company, which was and remains less than 5% of its outstanding equity, was diluted on the same basis as other equity holders unaffiliated with KKR.
Mr. Niel was not involved in the negotiation of the transaction.
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.
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 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.
An excerpt. Shown here: 40 of 84 rewritten, 40 of 229 added and all 24 removed. The counts are complete. For every sentence, read Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR in the FY2025 filing and the FY2024 filing.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
20 rewritten, 17 added, 4 removed, 2 unchanged
The following table summarizes the aggregate fees for professional services provided by Deloitte & Touche LLP (PCAOB ID [removed: No. 34), the member firms of Deloitte Touche Tohmatsu Limited, or their respective affiliates (collectively, the "Deloitte Entities") for the years ended December 31, 2024 and 2023.]
| | [removed: | |] For the Year [removed: Ended December] [added: Ended December] 31, 2024 | | [removed: | | | | | | | | | |]
| [removed: | | |] ($ in thousands) | | | [removed: | | | | | | | | |]
| Audit Fees | [removed: | | $ | 65,999 |] [added: $65,999] | (1) | [removed: | | $ | — | | | | |]
| Audit-Related Fees | [removed: | | $ | 11,970 |] [added: $49,779] | (2) | [removed: | | $ | 40,535 | | (5) | | |]
| Tax Compliance Fees | [removed: | | $ | 63,215 |] [added: $63,215] | (3) | [removed: | | $ | — | | | | |]
| Tax Planning and Advisory Fees | [removed: | | $ | 15,108 |] [added: $29,961] | (4) | [removed: | | $ | 11,646 | | (5) | | |]
| All Other Fees | [removed: | | $ | 230 | | | | | $ | — | | |] [added: $1,221] | |
| | [removed: | |] For the Year [removed: Ended December] [added: Ended December] 31, [removed: 2023 | | | | | | | | | |] [added: 2025] | |
| Audit Fees | [removed: | | $ | 63,607 |] [added: $78,323] | (1) | [removed: | | $ | — | | | | |]
| Audit-Related Fees | [removed: | | $ | 9,999 |] [added: $52,505] | (2) | [removed: | | $ | 31,917 | | (5) | | |]
| Tax Compliance Fees | [removed: | | $ | 54,439 |] [added: $74,583] | (3) | [removed: | | $ | — | | | | |]
| Tax Planning and Advisory Fees | [removed: | | $ | 14,332 |] [added: $26,754] | (4) | [removed: | | $ | 11,253 | | (5) | | |]
| All Other Fees | [removed: | | $ | 265 | | | | | $ | — | | |] [added: $230] | |
[removed: (1)Audit Fees consisted of estimated fees for each audit year for (a) the audits of our consolidated financial] statements [removed: in our Annual Report on Form 10-K and services related to, or required by, statute or regulation; (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; [removed: and (d) audit services provided to KKR funds and other corporate entities.]
(2)Audit-Related Fees primarily included merger, acquisition, and investment due diligence services for strategic acquisitions or investments in target [removed: companies for in-process transactions and transactions not completed.]
(4)Tax Planning and Advisory Fees primarily included tax planning and advisory services, as well as tax fees for merger, acquisition, and investment [removed: structuring services for strategic acquisitions or investments in target companies for in-process transactions and transactions not completed.]
[removed: In addition, the] [added: The] Deloitte Entities provided audit, audit-related, [removed: tax] [added: tax,] and other services to [removed: the] [added: KKR] portfolio companies, which are [removed: approved directly by the portfolio company's management and are not included in the amounts presented here.]
[removed: 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 [removed: firm in accordance with the audit and non-audit related services pre-approval policy.]
[removed: All services reported in the Audit, Audit-Related,] [added: Related,] Tax, and All Other categories above were approved by the Audit Committee.
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.
| | | |
| --- | --- | --- |
| | | |
| --- | --- | --- |
| ($ in thousands) | | |
(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
and (d) audit services provided to KKR funds, the costs of which are generally borne by the KKR funds.
companies, the costs of which are generally borne by the KKR funds.
structuring services for strategic acquisitions or investments in target companies, the costs of which are generally borne by the KKR funds.
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
firm in accordance with the audit and non-audit related services pre-approval policy.
All services reported in the Audit, Audit-
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | KKR | | | | | | Completed Transactions | | | | | |
(5)Audit-Related and Tax Planning and Advisory Fees included merger, acquisition, and investment due diligence services for strategic acquisitions or investments in portfolio companies that have been completed.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
162 rewritten, 199 added, 26 removed, 9 unchanged
See Schedule II - Valuation and Qualifying Accounts - Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022 and Schedule IV - Reinsurance - Years Ended December 31, 2024, 2023,] [added: 2023] and [removed: 2022 - of this report on Form 10-K.]
[removed: The other] schedules are omitted as they are not applicable or the amounts involved are not material.
| [removed: | | |] 2.1 | | [removed: | | | |] [Plan of Conversion (incorporated by reference to Exhibit 2.1 to the KKR & Co. Inc. Quarterly Report on [removed: Form 10-Q] [added: Form](https://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex2_1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex2_1.htm) [10-Q] filed on May 8, 2018).](https://www.sec.gov/Archives/edgar/data/1404912/000140491218000009/ex2_1.htm) | [removed: | |]
| [removed: | | |] 2.2 | | [removed: | | | |] [Merger Agreement, dated as of July 7, 2020, by and among Global Atlantic Financial Group Limited, [removed: a Bermuda] [added: a](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm) [Bermuda] exempted company, Global Atlantic Financial Life Limited, a Bermuda exempted company, [removed: Magnolia Merger] [added: Magnolia](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm) [Merger] Sub Limited, a Bermuda exempted company, Magnolia Parent LLC, a Cayman Islands limited [removed: liability company,] [added: liability](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm) [company,] and solely for Section 2.10(a) thereunder, LAMC LP, a Cayman Island exempted limited [removed: partnership, and] [added: partnership,](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm) [and] Goldman Sachs & Co. LLC, solely as the [removed: Equity Representative] [added: equity representative] (incorporated by reference to Exhibit 2.1 [removed: to the] [added: to](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm) [the] KKR & Co. Inc. Current Report on Form 8-K filed on July 10, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120015828/ex2_1.htm) | [removed: | |]
| [removed: | | |] 2.3 | | [removed: | | | |] [Reorganization Agreement, dated as of October 8, 2021, by and among KKR & Co. Inc., KKR Group [removed: Holdings Corp.,] [added: Holdings](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm) [Corp.,] KKR Group Partnership L.P., KKR Holdings L.P., KKR Holdings GP Limited, KKR Associates Holdings [removed: L.P., KKR] [added: L.P.,](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm) [KKR] Associates Holdings GP Limited and KKR Management LLP (incorporated by reference to Exhibit 10.1 [removed: to the] [added: to](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm) [the] KKR & Co. Inc. Current Report on Form 8-K filed on October 12, 2021).](https://www.sec.gov/Archives/edgar/data/1404912/000114036121034251/brhc10029724_ex10-1.htm) | [removed: | |]
| [removed: | | |] 2.4 | | [removed: | | | |] [Merger Agreement, dated as of November 28, 2023, by and among KKR Magnolia Holdings LLC, [removed: Sweetbay Merger] [added: Sweetbay](https://www.sec.gov/Archives/edgar/data/1404912/000114036123055118/ny20015492x1_ex2-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036123055118/ny20015492x1_ex2-1.htm) [Merger] Sub LLC and The Global Atlantic Financial Group LLC (incorporated by reference to Exhibit 2.1 to KKR [removed: & Co.] [added: &](https://www.sec.gov/Archives/edgar/data/1404912/000114036123055118/ny20015492x1_ex2-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036123055118/ny20015492x1_ex2-1.htm) [Co.] Inc.’s Current Report on Form 8-K filed on November 29, 2023).](https://www.sec.gov/Archives/edgar/data/1404912/000114036123055118/ny20015492x1_ex2-1.htm) | [removed: | |]
| [removed: | | |] 3.1 | | [removed: | | | |] [Second [removed: A](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm)[mended] [added: Amended] and Restated Certificate of Incorporation of KKR & Co. Inc. (incorporated by reference [added: to](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm) [Exhibit 3.1] to [removed: Exhibit 3.](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm)[1](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm) [to] the KKR & Co. Inc. Current Report on Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm) [](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm)[filed on](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm) [August] [added: 8-K filed on August] 9, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm)[).](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm) | |] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-1.htm)] |
| [removed: | | |] 3.2 | | [removed: | | | | [Se](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm)[cond A](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm)[mended] [added: [Second Amended] and Restated Bylaws of KKR & Co. Inc. (incorporated by reference to Exhibit 3.2 to the [removed: KKR &] [added: KKR](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm) [&] Co. Inc. Current Report on Form [removed: 8-K](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm) [August] [added: 8-K filed on August] 9, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm)[).](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm) | |] [added: 2024).](https://www.sec.gov/Archives/edgar/data/1404912/000114036124036664/ef20033299_ex3-2.htm)] |
| [removed: | | |] 4.1 | | [removed: | | | |] [Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm) [(](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm)[incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm) [4.1](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm) [to the KKR & Co. Inc. Annual Report on Form 10-K filed on February 2](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm)[9](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm)[4](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm)[)](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm)[.](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex4_1.htm) | |] [added: 1934](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000007/ex4_1.htm)] |
| [removed: | | | 4.2 | | | |] [added: 4.3] | | [Indenture dated as of February 1, 2013 among KKR Group Finance Co. II LLC, KKR & Co. L.P., KKR [removed: Management Holdings] [added: Management](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d1.htm) [Holdings] L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee (incorporated] [added: trustee](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d1.htm) [(incorporated] by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed [removed: on February] [added: on](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d1.htm) [February] 1, 2013).](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d1.htm) | [removed: | |]
| [removed: | | | 4.3 | | | |] [added: 4.4] | | [First Supplemental Indenture dated as of February 1, 2013 among KKR Group Finance Co. II [removed: LLC, KKR] [added: LLC,](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm) [KKR] & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P. and The Bank of New York [removed: Mellon Trust] [added: Mellon](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm) [Trust] Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current [removed: Report on] [added: Report](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm) [on] Form 8-K filed on February 1, 2013).](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm) | [removed: | |]
| [removed: 4.4 | | | |] [added: 4.5] | | [Second Supplemental Indenture dated as of August 5, 2014 among KKR Group Finance Co. II [removed: LLC, KKR] [added: LLC,](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d2.htm) [KKR] & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. [removed: and The] [added: and](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d2.htm) [The] Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to [removed: the KKR] [added: the](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d2.htm) [KKR] & Co. Inc. Quarterly Report on Form 10-Q filed on August 7, 2014).](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d2.htm) | [removed: | |]
| [removed: 4.5 | | | |] [added: 4.6] | | [Third Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. II LLC, KKR & Co. [removed: Inc. and] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_11.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_11.htm) [and] The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit [removed: 4.11 to] [added: 4.11](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_11.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_11.htm) [to] the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_11.htm) | [removed: | |]
| [removed: 4.6 | | | |] [added: 4.7] | | [Form of 5.500% Senior Note due 2043 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form [removed: 8-K] [added: 8-](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm) [K] filed on February 1, 2013).](https://www.sec.gov/Archives/edgar/data/1404912/000110465913006864/a13-4010_1ex4d2.htm) | [removed: | |]
| [removed: 4.7 | | | |] [added: 4.8] | | [Indenture dated as of May 29, 2014 among KKR Group Finance Co. III LLC, KKR & Co. L.P., KKR [removed: Management Holdings] [added: Management](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm) [Holdings] L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon Trust Company, N. A., as [removed: trustee (incorporated] [added: trustee](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm) [(incorporated] by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on May [removed: 29, 2014).](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm) | |] [added: 29,](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm) [2014).](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d1.htm)] |
| [removed: 4.8 | | | |] [added: 4.9] | | [First Supplemental Indenture dated as of May 29, 2014 among KKR Group Finance Co. III LLC, KKR & Co. [removed: L.P., KKR] [added: L.P.,](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm) [KKR] Management Holdings L.P., KKR Fund Holdings L.P. and The Bank of New York Mellon Trust Company, [removed: N. A.,] [added: N.](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm) [A.,] as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K [removed: filed on] [added: filed](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm) [on] May 29, 2014).](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm) | [removed: | |]
| [removed: 4.9 | | | |] [added: 4.10] | | [Second Supplemental Indenture dated as of August 5, 2014 among KKR Group Finance Co. III [removed: LLC, KKR] [added: LLC,](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d3.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d3.htm) [KKR] & Co. L.P., KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. [removed: and The] [added: and](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d3.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d3.htm) [The] Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to [removed: the KKR] [added: the](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d3.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d3.htm) [KKR] & Co. Inc. Quarterly Report on Form 10-Q filed on August 7, 2014).](https://www.sec.gov/Archives/edgar/data/1404912/000110465914057776/a14-14044_1ex4d3.htm) | [removed: | |]
| [removed: 4.10 | | | |] [added: 4.11] | | [Third Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. III LLC, KKR & Co. [removed: Inc. and] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_12.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_12.htm) [and] The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit [removed: 4.12 to] [added: 4.12](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_12.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_12.htm) [to] the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_12.htm) | [removed: | |]
| [removed: 4.11 | | | |] [added: 4.12] | | [Form of 5.125% Senior Note due 2044 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form [removed: 8-K] [added: 8-](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm) [K] filed on May 29, 2014).](https://www.sec.gov/Archives/edgar/data/1404912/000110465914042490/a14-13696_1ex4d2.htm) | [removed: | |]
| [removed: 4.12 | | | |] [added: 4.13] | | [Indenture dated as of March 23, 2018 among KKR Group Finance Co. IV LLC, KKR & Co. L.P., KKR [removed: Management Holdings] [added: Management](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-1.htm) [Holdings] L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon [removed: Trust Company,] [added: Trust](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-1.htm) [Company,] N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report [removed: on Form] [added: on](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-1.htm) [Form] 8-K filed on March 23, 2018).](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-1.htm) | [removed: | |]
| [removed: 4.13 | | | |] [added: 4.14] | | [First Supplemental Indenture dated as of March 23, 2018 among KKR Group Finance Co. IV LLC, KKR & [removed: Co. L.P.,] [added: Co.](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) [L.P.,] KKR Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank [removed: of New] [added: of](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) [New] York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & [removed: Co. Inc.] [added: Co.](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) [Inc.] Current Report on Form 8-K filed on March 23, 2018).](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) | [removed: | |]
| [removed: 4.14 | | | |] [added: 4.15] | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. IV LLC, KKR & [removed: Co. Inc.] [added: Co.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_13.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_13.htm) [Inc.] and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to [removed: Exhibit 4.13] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_13.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_13.htm) [4.13] to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_13.htm) | [removed: | |]
| [removed: 4.15 | | | |] [added: 4.16] | | [Form of 0.764% Senior Note due 2025 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form [removed: 8-K] [added: 8-](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) [K] filed on March 23, 2018).](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) | [removed: | |]
| [removed: 4.16 | | | |] [added: 4.17] | | [Form of 1.595% Senior Note due 2038 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form [removed: 8-K] [added: 8-](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) [K] filed on March 23, 2018).](https://www.sec.gov/Archives/edgar/data/1404912/000114036118014801/s002122x4_ex4-2.htm) | [removed: | |]
| [removed: 4.17 | | | |] [added: 4.18] | | [Indenture dated as of May 22, 2019 among KKR Group Finance Co. V LLC, KKR & Co. Inc., KKR [removed: Management Holdings] [added: Management](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-1.htm) [Holdings] L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon [removed: Trust Company,] [added: Trust](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-1.htm) [Company,] N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report [removed: on Form] [added: on](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-1.htm) [Form] 8-K filed on May 22, 2019).](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-1.htm) | [removed: | |]
| [removed: 4.18 | | | |] [added: 4.19] | | [First Supplemental Indenture dated as of May 22, 2019 among KKR Group Finance Co. V LLC, KKR & Co. [removed: Inc., KKR] [added: Inc.,](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm) [KKR] Management Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of [removed: New York] [added: New](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm) [York] Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. [removed: Inc. Current] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm) [Current] Report on Form 8-K filed on May 22, 2019).](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm) | [removed: | |]
| [removed: 4.19 | | | |] [added: 4.20] | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. V LLC, KKR & Co. [removed: Inc. and] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_14.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_14.htm) [and] The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit [removed: 4.14 to] [added: 4.14](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_14.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_14.htm) [to] the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_14.htm) | [removed: | |]
| [removed: 4.20 | | | |] [added: 4.21] | | [Form of 1.625% Senior Note due 2029 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form [removed: 8-K] [added: 8-](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm) [K] filed on May 22, 2019).](https://www.sec.gov/Archives/edgar/data/1404912/000114036119009648/nc10001969x2_ex4-2.htm) | [removed: | |]
| [removed: 4.21 | | | |] [added: 4.22] | | [Indenture dated as of July 1, 2019 among KKR Group Finance Co. VI LLC, KKR & Co. Inc., KKR [removed: Management Holdings] [added: Management](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-1.htm) [Holdings] L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New York Mellon [removed: Trust Company,] [added: Trust](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-1.htm) [Company,] N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report [removed: on Form] [added: on](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-1.htm) [Form] 8-K filed on July 1, 2019).](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-1.htm) | [removed: | |]
| [removed: 4.22 | | | |] [added: 4.23] | | [First Supplemental Indenture dated as of July 1, 2019 among KKR Group Finance Co. VI LLC, KKR & Co Inc., [removed: KKR Management] [added: KKR](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm) [Management] Holdings L.P., KKR Fund Holdings L.P., KKR International Holdings L.P. and The Bank of New [removed: York Mellon] [added: York](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm) [Mellon] Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. [removed: Current Report] [added: Current](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm) [Report] on Form 8-K filed on July 1, 2019).](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm) | [removed: | |]
| [removed: 4.23 | | | |] [added: 4.24] | | [Form of 3.750% Senior Note due 2029 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form [removed: 8-K] [added: 8-](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm#FORM) [K] filed on July 1, 2019).](https://www.sec.gov/Archives/edgar/data/1404912/000114036119012157/nc10002599x3_ex4-2.htm#FORM) | [removed: | |]
| [removed: 4.24 | | | |] [added: 4.25] | | [Second Supplemental Indenture dated as of April 21, 2020 among KKR Group Finance Co. VI LLC, KKR & [removed: Co. Inc.,] [added: Co.](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) [Inc.,] KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee (incorporated] [added: trustee](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) [(incorporated] by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on April [removed: 21, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) | |] [added: 21,](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) [2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm)] |
| [removed: 4.25 | | | |] [added: 4.26] | | [Third Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. VI LLC, KKR & Co. [removed: Inc. and] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_15.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_15.htm) [and] The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit [removed: 4.15 to] [added: 4.15](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_15.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_15.htm) [to] the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_15.htm) | [removed: | |]
| [removed: 4.26 | | | |] [added: 4.27] | | [Form of 3.750% Senior Note due 2029 (included in Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form [removed: 8-K] [added: 8-](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) [K] filed on April 21, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120009376/nc10010939x2_ex4-1.htm) | [removed: | |]
| [removed: 4.27 | | | |] [added: 4.28] | | [Indenture dated as of February 25, 2020 among KKR Group Finance Co. VII LLC, KKR & Co. Inc., KKR [removed: Group Partnership] [added: Group](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-1.htm) [Partnership] L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by [removed: reference to] [added: reference](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-1.htm) [to] Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on February 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-1.htm) | [removed: | |]
| [removed: 4.28 | | | |] [added: 4.29] | | [First Supplemental Indenture, dated as of February 25, 2020 among KKR Group Finance Co. VII LLC, KKR & [removed: Co. Inc.,] [added: Co.](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) [Inc.,] KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee(incorporated] [added: trustee](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) [(incorporated] by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on [removed: February 25,] [added: February](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) [25,] 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) | [removed: | |]
| [removed: 4.29 | | | |] [added: 4.30] | | [Second Supplemental Indenture dated as of May 31, 2022 among KKR Group Finance Co. VII LLC, KKR & [removed: Co. Inc.] [added: Co.](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_16.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_16.htm) [Inc.] and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to [removed: Exhibit 4.16] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_16.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_16.htm) [4.16] to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on August 5, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000015/ex4_16.htm) | [removed: | |]
| [removed: 4.30 | | | |] [added: 4.31] | | [Form of 3.625% Senior Note Due 2050 (included in Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form [removed: 8-K] [added: 8-](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) [K] filed on February 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120004013/nc10009146x1_ex4-2.htm) | [removed: | |]
| [removed: 4.31 | | | |] [added: 4.32] | | [Indenture dated as of August 25, 2020 among KKR Group Finance Co. VIII LLC, KKR & Co. Inc., KKR [removed: Group Partnership] [added: Group](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-1.htm) [Partnership] L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by [removed: reference to] [added: reference](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-1.htm) [to] Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on August 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-1.htm) | [removed: | |]
| [removed: 4.32 | | | |] [added: 4.33] | | [First Supplemental Indenture dated as of August 25, 2020 among KKR Group Finance Co. VIII LLC, KKR & [removed: Co. Inc.,] [added: Co.](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm) [Inc.,] KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee (incorporated] [added: trustee](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm) [(incorporated] by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on August [removed: 25, 2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm) | |] [added: 25,](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm) [2020).](https://www.sec.gov/Archives/edgar/data/1404912/000114036120019041/nt10014476x3_ex4-2.htm)] |
Schedule IV - Reinsurance - Years Ended December 31, 2025, 2024, and 2023 - of this report on Form 10-K.
The other
| | | |
| --- | --- | --- |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3.3 | | [Certificate of Designations of 6.25% Series D Mandatory Convertible Preferred Stock of KKR & Co. Inc.](https://www.sec.gov/Archives/edgar/data/1404912/000114036125007608/ny20042797x5_ex3-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036125007608/ny20042797x5_ex3-1.htm) [(incorporated by reference to Exhibit 3.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on March 7,](https://www.sec.gov/Archives/edgar/data/1404912/000114036125007608/ny20042797x5_ex3-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036125007608/ny20042797x5_ex3-1.htm) [2025).](https://www.sec.gov/Archives/edgar/data/1404912/000114036125007608/ny20042797x5_ex3-1.htm) |
| | | |
| | | |
| 4.2 | | [Form of 6.25% Series D Mandatory Convertible Preferred Stock Certificate (included within Exhibit 3.1 to the](https://www.sec.gov/Archives/edgar/data/1404912/000114036125007608/ny20042797x5_ex3-1.htm)[](https://www.sec.gov/Archives/edgar/data/1404912/000114036125007608/ny20042797x5_ex3-1.htm) [KKR & Co. Inc. Current Report on Form 8-K filed on March 7, 2025).](https://www.sec.gov/Archives/edgar/data/1404912/000114036125007608/ny20042797x5_ex3-1.htm) |
| | | |
| | | |
| --- | --- | --- |
| | | |
| | | |
| | | |
| --- | --- | --- |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| --- | --- | --- |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 10.14 | | | † | | | [364-Day Revolving Credit Agreement, dated as of April 4, 2024, among KKR Capital Markets Holdings L.P., certain subsidiaries of KKR Capital Markets Holdings, L.P., Mizuho Bank Ltd., as administrative agent, and the one or more lenders party thereto (incorporated by reference to Exhibit 10.2 to the KKR & Co. Inc. Quarterly Report on Form 10-Q filed on May 9, 2024).](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000011/ex10_2.htm) | | | | | |
| 10.32 | | | * | | | [Form of Unit Grant Certificate of KKR Holdings L.P. (Co-Chief Executive Officer) (incorporated by reference to Exhibit 10.25 to the KKR & Co. Inc. Annual Report on Form 10-K filed on February 28, 2022).](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000004/ex10_25.htm) | | | | | |
| 10.33 | | | * | | | [Form of Restricted Holdings Unit Agreement of KKR & Co. Inc. (Co-Chief Executive Officer) (incorporated by reference to Exhibit 10.26 to the KKR & Co. Inc. Annual Report on Form 10-K filed on February 28, 2022)](https://www.sec.gov/Archives/edgar/data/1404912/000140491222000004/ex10_26.htm). | | | | | |
| 19.1 | | | | | | [Policies and Procedures for Trading in Securities of KKR & Co. Inc. by Directors, Section 16 Officers and Employees.](https://www.sec.gov/Archives/edgar/data/1404912/000140491225000015/ex19_1.htm) | | | | | |
| 97.1 | | | | | | [KKR & Co. Inc. Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the KKR & Co. Inc. Annual Report on Form 10-K filed on February 29, 2024).](https://www.sec.gov/Archives/edgar/data/1404912/000140491224000005/ex97_1.htm) | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2022 | | | $ | (23,082) | | | | | $ | — | | | | | $ | 23,082 | | (1) | | | $ | — | |
| (2) In 2022, a valuation allowance was recorded for deferred tax assets related to unrealized tax capital losses that were at the time not considered to be more likely than not to be realized prior to their expiration. In 2024, based on a change in judgment, Global Atlantic concluded that it had the ability to utilize realized capital loss carryforwards prior to their expiration, and to recover its unrealized losses in the available for sale securities portfolio. As a result, Global Atlantic concluded that it was more likely than not that the related deferred tax assets would be wholly realizable, and consequently released the previously recorded valuation allowance recorded against its deferred income tax assets. | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Credit Loss Allowance on Available-for-sale Securities | | | $ | 88,133 | | | | | $ | 57,411 | | | | | $ | 2,554 | | | | | $ | — | | | | | $ | (11,925) | | | | | $ | (7,841) | | | | | $ | 128,332 | |
| Credit Loss Allowance on Loans | | | 374,077 | | | | | | 369,296 | | | | | | — | | | | | | — | | | | | | — | | | | | | (183,145) | | | | | | 560,228 | | |
| Credit Loss Allowance on Unfunded Commitments | | | 21,675 | | | | | | 34,111 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 55,786 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| *($ in thousands)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | As of December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | As of December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Life Insurance In-force | | | $ | 87,800,041 | | | | | $ | (50,258,155) | | | | | $ | 20,664,894 | | | | | $ | 58,206,780 | | | | | 36 | | % |
| Premiums | | | $ | 111,602 | | | | | $ | (1,342,375) | | | | | $ | 2,413,234 | | | | | $ | 1,182,461 | | | | | 204 | | % |
| Policy Fees | | | $ | 950,702 | | | | | $ | (17,509) | | | | | $ | 328,528 | | | | | $ | 1,261,721 | | | | | 26 | | % |
An excerpt. Shown here: 40 of 162 rewritten, 40 of 199 added and all 26 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2025 filing and the FY2024 filing.
Item 16. FORM 10-K SUMMARY
36 rewritten, 27 added, 4 removed, 2 unchanged
Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused [removed: this report to be signed on its behalf by the undersigned, thereunto duly authorized.]
| Date: | [removed: | |] February [removed: 28, 2025 | | | | | |] [added: 27, 2026] | | |
| | | [removed: | | | |] KKR & CO. INC. | | [removed: | | | |]
| | | | [removed: | | | | | |] /s/ ROBERT H. LEWIN | [removed: | |]
| | | [removed: | | | |] Name: | [removed: | |] Robert H. Lewin | [removed: | |]
| | | [removed: | | | |] Title: | [removed: | |] Chief Financial Officer | [removed: | |]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following [removed: persons on behalf of the registrant and in the capacities and on the dates indicated.]
| Signature | | [removed: | | | |] Title | | [removed: | | | |] Date | [removed: | |]
| /s/ HENRY R. KRAVIS | | [removed: | | | |] Co-Executive Chairman, Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Henry R. Kravis | | | | | [removed: | | | | | | | | | |]
| /s/ GEORGE R. ROBERTS | | [removed: | | | |] Co-Executive Chairman, Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| George R. Roberts | | | | | [removed: | | | | | | | | | |]
| /s/ JOSEPH Y. BAE | | [removed: | | | |] Director, Co-Chief Executive Officer | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Joseph Y. Bae | | [removed: | | | |] (principal executive officer) | | | [removed: | | | | | |]
| /s/ SCOTT C. NUTTALL | | [removed: | | | |] Director, Co-Chief Executive Officer | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Scott C. Nuttall | | [removed: | | | |] (principal executive officer) | | | [removed: | | | | | |]
| /s/ ADRIANE M. BROWN | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Adriane M. Brown | | | | | [removed: | | | | | | | | | |]
| /s/ MATTHEW R. COHLER | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Matthew R. Cohler | | | | | [removed: | | | | | | | | | |]
| /s/ MARY N. DILLON | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Mary N. Dillon | | | | | [removed: | | | | | | | | | |]
| /s/ ARTURO GUTIÉRREZ HERNÁNDEZ | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Arturo Gutiérrez Hernández | | | | | [removed: | | | | | | | | | |]
| /s/ XAVIER B. NIEL | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Xavier B. Niel | | | | | [removed: | | | | | | | | | |]
| /s/ KIMBERLY A. ROSS | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Kimberly A. Ross | | | | | [removed: | | | | | | | | | |]
| /s/ PATRICIA F. RUSSO | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Patricia F. Russo | | | | | [removed: | | | | | | | | | |]
| /s/ ROBERT W. SCULLY | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Robert W. Scully | | | | | [removed: | | | | | | | | | |]
| /s/ EVAN T. SPIEGEL | | [removed: | | | |] Director | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Evan T. Spiegel | | | | | [removed: | | | | | | | | | |]
| /s/ ROBERT H. LEWIN | | [removed: | | | |] Chief Financial Officer (principal financial and accounting officer) | | [removed: | | | |] February [removed: 28, 2025 | |] [added: 27, 2026] |
| Robert H. Lewin | | | | | [removed: | | | | | | | | | |]
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | |
| --- | --- | --- | --- |
| | | | |
persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | |
| --- | --- | --- | --- | --- |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| /s/ CRAIG ARNOLD | | Director | | February 27, 2026 |
| Craig Arnold | | | | |
| | | | | |
| /s/ TIMOTHY R. BARAKETT | | Director | | February 27, 2026 |
| Timothy R. Barakett | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |