As filed with the Securities and Exchange Commission on May 11, 2026
Registration No. 333-
Delaware | 88-1203639 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||
Emerging growth company | ☐ | ||||||||

Page | |||
• | 3,500,000,000 are designated as common stock; and |
• | 1,500,000,000 are designated as preferred stock, of which (x) 51,750,000 shares are designated as “6.25% Series D Mandatory Convertible Preferred Stock” (“Series D Mandatory Convertible Preferred Stock”), and (y) 1 share is designated as “Series I Preferred Stock” (“Series I Preferred Stock”). |
• | any increase in the number of authorized shares of Series I Preferred Stock; |
• | a sale of all or substantially all of our and our subsidiaries’ assets, taken as a whole, in a single transaction or series of related transactions (except (i) for the sole purpose of changing our legal form into another limited liability entity and where the governing instruments of the new entity provide our stockholders with substantially the same rights and obligations and (ii) mortgages, pledges, hypothecations or grants of a security interest by the Series I Preferred Stockholder in all or substantially all of our assets (including for the benefit of affiliates of the Series I Preferred Stockholder)); |
• | merger, consolidation or other business combination (except for the sole purpose of changing our legal form into another limited liability entity and where the governing instruments of the new entity provide our stockholders with substantially the same rights and obligations); and |
• | any amendment to our certificate of incorporation that would have a material adverse effect on the rights or preferences of our common stock relative to the other classes of our stock. |
• | change the par value of our common stock; or |
• | alter or change the powers, preferences, or special rights of the common stock in a way that would adversely affect the holders of our common stock. |
(i) | less than 10% of the then issued and outstanding shares of any class (other than preferred stock) are held by persons other than the Series I Preferred Stockholder and its affiliates; or |
(ii) | we are subjected to registration under the provisions of the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), |
(1) | to amend or alter the provisions of our certificate of incorporation so as to authorize or create, or increase the authorized number of, any class or series of Series D senior stock, |
(2) | to amend, alter or repeal any provision of our certificate of incorporation so as to materially and adversely affect the special rights, preferences or voting powers of the Series D Mandatory Convertible Preferred Stock, or |
(3) | to consummate a binding share exchange or reclassification involving the shares of the Series D Mandatory Convertible Preferred Stock or a merger or consolidation of us with another entity, unless in each case: (i) the shares of the Series D Mandatory Convertible Preferred Stock remain outstanding following the consummation of such binding share exchange, reclassification, merger or consolidation or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity (or the Series D Mandatory Convertible Preferred Stock is otherwise exchanged or reclassified), are converted or reclassified into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent; and (ii) the shares of the Series D Mandatory Convertible Preferred Stock that remain outstanding or such shares of preference securities, as the case may be, have such rights, preferences and voting powers that, taken as a whole, are not materially less favorable to the holders thereof than the rights, preferences and voting powers, taken as a whole, of the Series D Mandatory Convertible Preferred Stock immediately prior to the consummation of such transaction. |
(1) | amendments to provisions relating to approvals of the transfer of the Class B units in KKR Group Partnership, Series I Preferred Stockholder approvals for certain actions and the appointment or removal of the Chief Executive Officer or Co-Chief Executive Officers; |
(2) | a change in our name, our registered agent or our registered office; |
(3) | an amendment that our board of directors determines to be necessary or appropriate to address certain changes in U.S. federal, state and local income tax regulations, legislation or interpretation; |
(4) | an amendment that is necessary, in the opinion of our counsel, to prevent us or our indemnitees from having a material risk of being in any manner subjected to the provisions of the Investment Company Act, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the U.S. Department of Labor; |
(5) | a change in our fiscal year or taxable year; |
(6) | an amendment that our board of directors has determined to be necessary or appropriate for the creation, authorization or issuance of any class or series of our capital stock or options, rights, warrants or appreciation rights relating to our capital stock; |
(7) | any amendment expressly permitted in our certificate of incorporation to be made by the Series I Preferred Stockholder acting alone; |
(8) | an amendment effected, necessitated or contemplated by an agreement of merger, consolidation or other business combination agreement that has been approved under the terms of our certificate of incorporation; |
(9) | an amendment effected, necessitated or contemplated by an amendment to the partnership agreement of KKR Group Partnership that requires unitholders of KKR Group Partnership to provide a statement, certification or other proof of evidence regarding whether such unitholder is subject to U.S. federal income taxation on the income generated by KKR Group Partnership; |
(10) | any amendment that our board of directors has determined is necessary or appropriate to reflect and account for our formation of, or our investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by our certificate of incorporation; |
(11) | a merger into, or conveyance of all of our assets to, another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger or conveyance other than those it receives by way of the merger or conveyance consummated solely to effect a mere change in our legal form, the governing instruments of which provide the stockholders with substantially the same rights and obligations as provided by our certificate of incorporation; |
(12) | any amendment that our board of directors determines to be necessary or appropriate to cure any ambiguity, omission, mistake, defect or inconsistency; or |
(13) | any other amendments substantially similar to any of the matters described in (1) through (12) above. |
(1) | do not adversely affect the stockholders considered as a whole (or adversely affect any particular class or series of stock as compared to another class or series) in any material respect; |
(2) | are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal, state, local or non-U.S. agency or judicial authority or contained in any federal, state, local or non-U.S. statute (including the DGCL); |
(3) | are necessary or appropriate to facilitate the trading of our stock or to comply with any rule, regulation, guideline or requirement of any securities exchange on which our stock is or will be listed for trading; |
(4) | are necessary or appropriate for any action taken by us relating to splits or combinations of shares of our capital stock under the provisions of our certificate of incorporation; or |
(5) | are required to effect the intent of or are otherwise contemplated by our certificate of incorporation. |
(1) | entry into a debt financing arrangement in an amount in excess of 10% of our then existing long-term indebtedness (other than with respect to intercompany debt financing arrangements); |
(2) | issuances of securities that would (i) represent at least 5% of any class of equity securities or (ii) have designations, preferences, rights priorities or powers that are more favorable than the common stock; |
(3) | adoption of a shareholder rights plan; |
(4) | amendment of our certificate of incorporation, certain provisions of our bylaws relating to our board of directors and officers, quorum, adjournment and the conduct of stockholder meetings, and provisions related to stock certificates, registrations of transfers and maintenance of our books and records and the operating agreement of KKR Group Partnership; |
(5) | the appointment or removal of our Chief Executive Officer or a Co-Chief Executive Officer; |
(6) | merger, sale or other dispositions of all or substantially all of the assets, taken as a whole, of us and our subsidiaries, and the liquidation or dissolution of us or KKR Group Partnership; and |
(7) | the withdrawal, removal or substitution of any person as the general partner of KKR Group Partnership or the transfer of beneficial ownership of all or any part of a general partner interest in KKR Group Partnership to any person other than a wholly-owned subsidiary. |
Shares of Common Stock Beneficially Owned | |||||||||||||||
Before Offering | Maximum amount that may be offered pursuant to this prospectus | After Offering | |||||||||||||
Name of Selling Securityholder | Number | Percent | Number | Percent | |||||||||||
All Selling Securityholders (7 Selling Securityholders)(1) | 1,503,670 | * | 1,503,670 | — | — | ||||||||||
* | Less than 1%. |
(1) | The selling securityholders beneficially own less than 1% of our common stock in the aggregate as of May 7, 2026. Certain selling securityholders identified themselves as an affiliate of a broker-dealer. Such affiliated broker-dealer and its affiliates have from time to time engaged in various financial advisory and commercial and investment banking services for KKR and its subsidiaries in the ordinary course of business. Each such selling securityholder has represented to us that (a) the shares of our common stock being offered by such selling securityholder were purchased by such selling securityholder in the ordinary course of business, and (b) at the time of such purchase, such selling securityholder had no arrangements or understandings, directly or indirectly, with any person to distribute such shares of our common stock. Accordingly, each such selling securityholder is not deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. |
• | through underwriters, brokers or dealers (acting as agent or principal); |
• | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | distributions to the selling securityholders’ employees, partners or members; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | an over-the-counter distribution in accordance with the rules of NYSE; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | settlement of short sales entered into after the date of this prospectus; |
• | in “at the market offerings,” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through loans or pledges of the shares, including to a broker-dealer or an affiliate thereof; |
• | through agents; |
• | through a combination of any of these methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the method of distribution of the shares of our common stock offered thereby; |
• | the names of any underwriters or agents; |
• | any discounts and other items constituting underwriters’ or agents’ compensation; |
• | any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and |
• | any securities exchanges on which the applicable shares may be listed. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
• | the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder); |
• | the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or |
• | we are or have been a “United States real property holding corporation” for United States federal income tax purposes and certain other conditions are met. |
• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2025; |
• | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026; |
• | our Current Reports on Form 8-K filed with the SEC on January 9, 2026, January 16, 2026, February 5, 2026 (Item 3.02 only) and April 24, 2026; and |
• | the description of our capital stock, contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including any amendments or reports filed for the purpose of updating such description. |
ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
Amount to be paid | |||
SEC Registration Fee | $21,228 | ||
Legal Fees and Expenses | 150,000 | ||
Accounting Fees and Expenses | 25,000 | ||
Printing Fees | 7,000 | ||
Rating Agency Fees | — | ||
Miscellaneous | — | ||
Total | $203,228 | ||
ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
• | any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders; |
• | any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law by a director or officer; |
• | any unlawful payment of dividends or unlawful stock repurchase or redemption; |
• | any transaction from which the director or officer derived an improper personal benefit; or |
• | in the case of an officer, any action by or in the right of the corporation (including any derivative claim) against the officer. |
ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
Exhibit Number | Description | ||
1.1* | Form of Underwriting Agreement for the shares of common stock registered hereby. | ||
Second Amended and Restated Certificate of Incorporation of KKR & Co. Inc. (incorporated by reference to Exhibit 3.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on August 9, 2024). | |||
Second Amended and Restated Bylaws of KKR & Co. Inc. (incorporated by reference to Exhibit 3.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on August 9, 2024). | |||
Registration Rights Agreement, dated as of May 4, 2026, by and among KKR & Co. Inc. and the persons listed on the signature pages thereto. | |||
Opinion of Simpson Thacher & Bartlett LLP. | |||
Consent of Deloitte & Touche LLP. | |||
Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1). | |||
Power of Attorney (included on signature page). | |||
Filing Fee Table. | |||
* | To be filed as an exhibit to a Current Report on Form 8-K or other document to be incorporated by reference herein or to a post-effective amendment hereto, if applicable. |
ITEM 17. | UNDERTAKINGS |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act. |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
KKR & Co. Inc. | |||||||||
By: | /s/ Robert H. Lewin | ||||||||
Name: | Robert H. Lewin | ||||||||
Title: | Chief Financial Officer | ||||||||
Signature | Title | Date | ||||
/s/ Henry R. Kravis | Co-Executive Chairman, Director | May 11, 2026 | ||||
Henry R. Kravis | ||||||
/s/ George R. Roberts | Co-Executive Chairman, Director | May 11, 2026 | ||||
George R. Roberts | ||||||
/s/ Joseph Y. Bae | Director, Co-Chief Executive Officer (principal executive officer) | May 11, 2026 | ||||
Joseph Y. Bae | ||||||
/s/ Scott C. Nuttall | Director, Co-Chief Executive Officer (principal executive officer) | May 11, 2026 | ||||
Scott C. Nuttall | ||||||
/s/ Craig Arnold | Director | May 11, 2026 | ||||
Craig Arnold | ||||||
/s/ Timothy R. Barakett | Director | May 11, 2026 | ||||
Timothy R. Barakett | ||||||
/s/ Adriane M. Brown | Director | May 11, 2026 | ||||
Adriane M. Brown | ||||||
Signature | Title | Date | ||||
/s/ Matthew R. Cohler | Director | May 11, 2026 | ||||
Matthew R. Cohler | ||||||
/s/ Mary N. Dillon | Director | May 11, 2026 | ||||
Mary N. Dillon | ||||||
/s/ Arturo Gutiérrez Hernández | Director | May 11, 2026 | ||||
Arturo Gutiérrez Hernández | ||||||
/s/ Xavier B. Niel | Director | May 11, 2026 | ||||
Xavier B. Niel | ||||||
/s/ Kimberly A. Ross | Director | May 11, 2026 | ||||
Kimberly A. Ross | ||||||
/s/ Patricia F. Russo | Director | May 11, 2026 | ||||
Patricia F. Russo | ||||||
/s/ Robert W. Scully | Director | May 11, 2026 | ||||
Robert W. Scully | ||||||
/s/ Evan T. Spiegel | Director | May 11, 2026 | ||||
Evan T. Spiegel | ||||||
/s/ Robert H. Lewin | Chief Financial Officer (principal financial and accounting officer) | May 11, 2026 | ||||
Robert H. Lewin | ||||||