KKR & Co Inc美股招股说明书(2025-03-04版)

The information in this preliminary prospectus supplement and the accompanying prospectusis not complete and may be changed. This preliminary prospectus supplement and theaccompanying prospectus are part of an effective registration statement filed with theSecurities and Exchange Commission. This preliminary prospectus supplement is not an offerto sell these securities and it is not soliciting an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted. Filed Pursuant to Rule424(B)(5)Registration No. 333-279233 Subject to Completion, dated March 4, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated May8, 2024) 30,000,000 Shares% SeriesD Mandatory Convertible Preferred Stock We are offering 30,000,000 shares of our% SeriesD Mandatory Convertible Preferred Stock, par value$0.01 per share (the “Mandatory Convertible Preferred Stock”). We intend to use the net proceeds from this offering for the acquisition of additional equity interests in coreprivate equity portfolio companies reported in our Strategic Holdings segment and for other general corporate purposes.See “Use of Proceeds.” Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and ifdeclared by our Board of Directors, or an authorized committee thereof, at an annual rate of% on the liquidationpreference of $50.00per share. We may pay declared dividends in cash or, subject to certain limitations, in shares ofour common stock or in any combination of cash and shares of our common stock on March 1, June 1, September 1 andDecember 1 of each year, commencing on June 1, 2025, and ending on, and including, March 1, 2028. Unless earlier converted, each share of the Mandatory Convertible Preferred Stock will automatically convert onthe second business day immediately following the last Trading Day (as defined herein) of the Settlement Period (asdefined herein) into betweenandshares of our common stock (respectively the “Minimum ConversionRate” and the “Maximum Conversion Rate”), each, subject to anti-dilution adjustments as described herein. Thenumber of shares of our common stock issuable on conversion of the Mandatory Convertible Preferred Stock will bedetermined based on the Average VWAP (as defined herein) per share of our common stock over the 20 consecutiveTrading Day period beginning on, and including, the 21st Scheduled Trading Day (as defined herein) immediatelypreceding March 1, 2028 (the “Settlement Period”). At any time prior to March 1, 2028, holders may elect to converteach share of the Mandatory Convertible Preferred Stock into shares of our common stock at the Minimum ConversionRate ofshares of our common stock per share of the Mandatory Convertible Preferred Stock, subject to anti-dilution adjustments as described herein. If holders elect to convert any shares of the Mandatory Convertible PreferredStock during a specified period beginning on the effective date of a Fundamental Change (as defined herein), suchshares of the Mandatory Convertible Preferred Stock will be converted into shares of our common stock at theFundamental Change Conversion Rate (as defined herein), and the holders will also be entitled to receive aFundamental Change Dividend Make-Whole Amount and Accumulated Dividend Amount (each as defined herein). Prior to this offering, there has been no public market for the Mandatory Convertible Preferred Stock. We intendto apply to list the Mandatory Convertible Preferred Stock on the New York Stock Exchange (the “NYSE”) under thesymbol “KKRPRD.” If the application is approved, we expect trading of the Mandatory Convertible Preferred Stockon the NYSE to begin within 30 days after the Mandatory Convertible Preferred Stock is first issued. Our commonstock is listed on the NYSE under the ticker symbol “KKR.” The last reported sale price of our common stock on theNYSE on March 3, 2025 was $133.01 per share. Investing in the Mandatory Convertible Preferred Stock involves significant risks. See “Risk Factors”beginning on page S-16herein and in the documents we have incorporated by reference for more information. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. We have granted the underwriters the option, exercisable within 30 days from the date of this prospectussupplement, to purchase up to an additional 4,500,000 shares of the Mandatory Convertible Preferred Stock from us atthe public offering price, less the underwriting discount, solely to cover over-allotments, if any. The underwriters expect to deliver the Mandatory Convertible Preferred Stock to purchasers on or about,2025, which will be the second business day after the initial trade date for the Mandatory Convertible Preferred Stock(th