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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2026
KKR Private Equity Conglomerate LLC
(Exact name of registrant as specified in its charter)
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| Delaware | 000-56540 | 88-4368033 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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30 Hudson Yards, New York, NY | | 10001 |
| (Address of principal executive offices) | | (Zip Code) |
(212) 750-8300
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None. | None. | None. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On June 17, 2026, certain indirect subsidiaries (collectively, the “Borrowers”) of KKR Private Equity Conglomerate LLC (the “Company”) entered into an amendment and lender joinder agreement (the “Joinder”) to that certain revolving credit agreement, dated as of December 23, 2024 (as amended from time to time, the “Agreement”), with Sumitomo Mitsui Banking Corporation, as joint lead arranger and administrative agent, KKR Capital Markets LLC, an indirect subsidiary of KKR & Co. Inc. and affiliate of the Company, as joint lead arranger, and the lenders party thereto.
Pursuant to the Joinder, the credit available to the Borrowers was increased by $125 million to an aggregate principal amount of $1.225 billion. In addition, the Joinder includes provisions that limit the amount of available undrawn commitments based on a ratio of the Borrowers’ net asset value to the credit available to the Borrowers. The Agreement continues to include an uncommitted accordion feature that allows the Borrowers to increase the commitment to up to $1.5 billion in the aggregate. The Agreement will mature on December 23, 2027, unless there is an earlier termination or an acceleration following an event of default.
Except as described above, the material terms of the Agreement remain unchanged by the Joinder.
Item 3.02. Unregistered Sales of Equity Securities
On June 1, 2026, the Company sold the following unregistered shares (the “Investor Shares”) of the Company (with the final number of shares being determined on June 18, 2026) to investors for cash:
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| Class | | Number of Shares Sold(1) | | Aggregate Consideration(1) |
| Class I Shares | | 3,787,517 | | | $ | 134,469,747 | |
| Class U Shares | | 3,683,617 | | | 128,526,925 | |
| Class D Shares | | 342,057 | | | 12,046,400 | |
| Class S Shares | | 170,009 | | | 5,933,040 | |
| Total | | | | $ | 280,976,112 | |
(1) Share and dollar amounts are rounded to the nearest whole number.
The offer and sale of the Investor Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.
Since inception on August 1, 2023, through the date of this filing, the Company has sold approximately $10,087 million of shares for cash as part of its continuous private offering.
Private Equity K-Series Platform
The Company acquires interests in portfolio companies alongside other KKR-managed vehicles organized outside of the United States that partially share similar objectives, structures and strategies with the Company (the Company and such other KKR-managed vehicles, collectively, the “Private Equity K-Series Platform”). On June 1, 2026, the Private Equity K-Series Platform sold interests for total cash consideration of approximately $388 million. As of the date of this filing, the Private Equity K-Series Platform has sold interests for total cash consideration of approximately $17,293 million since inception. The amounts disclosed herein do not take into account any share repurchases by the Company or such KKR-managed vehicles or shares issued pursuant to any distribution reinvestment plan.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | KKR PRIVATE EQUITY CONGLOMERATE LLC |
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| | /s/ Sung Bum Cho |
| Date: June 24, 2026 | | Name: Sung Bum Cho |
| | Title: General Counsel & Secretary |