KKR & Co Inc美股招股说明书(2025-03-06版)

45,000,000 Shares 6.25% SeriesD Mandatory Convertible Preferred Stock We are offering 45,000,000 shares of our 6.25% 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 core private equity portfoliocompanies 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 if declared by ourBoard of Directors, or an authorized committee thereof, at an annual rate of 6.25% on the liquidation preference of $50.00per share. Wemay pay declared dividends in cash or, subject to certain limitations, in shares of our common stock or in any combination of cash andshares of our common stock on March 1, June 1, September 1 and December 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 on the second businessday immediately following the last Trading Day (as defined herein) of the Settlement Period (as defined herein) into between 0.3312 and0.4140 shares of our common stock (respectively the “Minimum Conversion Rate” and the “Maximum Conversion Rate”), each, subjectto anti-dilution adjustments as described herein. The number of shares of our common stock issuable on conversion of the MandatoryConvertible Preferred Stock will be determined based on the Average VWAP (as defined herein) per share of our common stock over the20 consecutive Trading 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 convert each share of theMandatory Convertible Preferred Stock into shares of our common stock at the Minimum Conversion Rate of 0.3312 shares of ourcommon stock per share of the Mandatory Convertible Preferred Stock, subject to anti-dilution adjustments as described herein. If holderselect to convert any shares of the Mandatory Convertible Preferred Stock during a specified period beginning on the effective date of aFundamental Change (as defined herein), such shares of the Mandatory Convertible Preferred Stock will be converted into shares of ourcommon stock at the Fundamental 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 intend to apply to list theMandatory Convertible Preferred Stock on the New York Stock Exchange (the “NYSE”) under the symbol “KKRPRD.” If theapplication is approved, we expect trading of the Mandatory Convertible Preferred Stock on the NYSE to begin within 30 days after theMandatory Convertible Preferred Stock is first issued. Our common stock is listed on the NYSE under the ticker symbol “KKR.” The lastreported sale price of our common stock on the NYSE on March 4, 2025 was $120.78 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 has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. Per ShareTotalPublic offering price$50.000$2,250,000,000Underwriting discount$1.125$50,625,000Proceeds, before expenses, to us$48.875$2,199,375,000 We have granted the underwriters the option, exercisable within 30 days from the date of this prospectus supplement, to purchase upto an additional 6,750,000 shares of the Mandatory Convertible Preferred Stock from us at the public offering price, less the underwritingdiscount, solely to cover over-allotments, if any. The underwriters expect to deliver the Mandatory Convertible Preferred Stock to purchasers on or about March7, 2025, which willbe the second business day after the initial trade date for the Mandatory Convertible Preferred Stock (this settlement cycle being referredto as “T+2”). Under Rule15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondarymarket generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers whowish to trade shares of the Mandatory Convertible Preferred Stock before the business day before the settlement date must, because theMandatory Convertible Preferr