S-3ASR 1 ny20072753x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on May 11, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

KKR & CO. INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware			88-1203639
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

30 Hudson Yards

New York, NY 10001

Telephone: (212) 750-8300

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Kathryn K. Sudol, Esq.

Chief Legal Officer and General Counsel

KKR & Co. Inc.

30 Hudson Yards

New York, NY 10001

Telephone: (212) 750-8300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Kenneth B. Wallach, Esq.

Sunny Cheong, Esq.

Jessica Asrat, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Telephone: (212) 455-2000

Approximate date of commencement of the proposed sale of the securities to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


			Page
About This Prospectus			1
KKR & Co. Inc.			1
Risk Factors			2
Cautionary Note Regarding Forward-Looking Statements			3
Use of Proceeds			4
Description of Capital Stock			5
Selling Securityholders			14
Plan of Distribution			15
Certain United States Federal Income Tax Consequences to Non-U.S. Holders			17
Legal Matters			20
Experts			21
Where You Can Find More Information			22


			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


Exhibit Number			Description
1.1*			Form of Underwriting Agreement for the shares of common stock registered hereby.
4.1			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).
4.2			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).
4.3			Registration Rights Agreement, dated as of May 4, 2026, by and among KKR & Co. Inc. and the persons listed on the signature pages thereto.
5.1			Opinion of Simpson Thacher & Bartlett LLP.
23.1			Consent of Deloitte & Touche LLP.
23.2			Consent of Simpson Thacher & Bartlett LLP (included as part of Exhibit 5.1).
24.1			Power of Attorney (included on signature page).
107.1			Filing Fee Table.


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	Co-Executive Chairman, Director	May 11, 2026

/s/ George R. Roberts	Co-Executive Chairman, Director	May 11, 2026
George R. Roberts	Co-Executive Chairman, Director	May 11, 2026

/s/ Joseph Y. Bae	Director, Co-Chief Executive Officer (principal executive officer)	May 11, 2026
Joseph Y. Bae		May 11, 2026

/s/ Scott C. Nuttall	Director, Co-Chief Executive Officer (principal executive officer)	May 11, 2026
Scott C. Nuttall		May 11, 2026

/s/ Craig Arnold	Director	May 11, 2026
Craig Arnold	Director	May 11, 2026

/s/ Timothy R. Barakett	Director	May 11, 2026
Timothy R. Barakett	Director	May 11, 2026

/s/ Adriane M. Brown	Director	May 11, 2026
Adriane M. Brown	Director	May 11, 2026

SEC Form S-3ASR filed by KKR & Co. Inc.