UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 20, 2025

KKR & CO. INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
001-34820
(Commission File Number)
88-1203639
(IRS Employer Identification No.)

30 Hudson Yards
New York, New York
(Address of principal executive offices)
10001
(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 (see General Instruction A.2. below):

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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:

Title of each class
  
Trading symbol(s)
  
Name of each exchange on which registered
Common Stock
  
KKR
  
New York Stock Exchange
6.25% Series D Mandatory Convertible Preferred Stock
  
KKR PR D
  
New York Stock Exchange
4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC
  
KKRS
  
New York Stock Exchange

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).

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Emerging growth company
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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 8.01
Other Events.

On May 20, 2025, KKR & Co. Inc. (the “Issuer”) and its subsidiary, KKR Group Partnership L.P. (the “Guarantor”), entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and KKR Capital Markets LLC, as representatives of the underwriters (collectively, the “Underwriters”), to issue and sell (the “Offering”) $550,000,000 principal amount of the Issuer’s 6.875% Subordinated Notes due 2065 (the “Notes”). The Underwriters have a 30-day option to purchase up to an additional $82,500,000 principal amount of Notes to cover over-allotments, if any. The Notes are guaranteed on a subordinated unsecured basis by the Guarantor. The Offering is expected to close on May 28, 2025, subject to customary closing conditions. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Issuer and the Guarantor, including indemnification of the Underwriters.

The Offering is being made pursuant to a registration statement on Form S-3 (Registration No. 333-279233) and a related prospectus dated May 8, 2024, including the related prospectus supplement dated May 20, 2025 and filed with the Securities and Exchange Commission. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

Item 9.01
Financial Statements and Exhibits.

(d)          Exhibits.

The following documents are herewith filed or furnished as exhibits to this Current Report on Form 8-K:

Exhibit No.
  
Exhibit Description
 
Underwriting Agreement, dated May 20, 2025, among the Issuer, the Guarantor, Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and KKR Capital Markets LLC
104
  
Cover Page Interactive Data File (embedded within Inline XBRL document).

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.

 
KKR & CO. INC.
     
Date: May 23, 2025
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Secretary