KKR & Co Inc美股招股说明书(2025-08-06版)

$900,000,000 5.100% Senior Notes due 2035 We are offering $900,000,000 aggregate principal amount of our 5.100% Senior Notes due 2035 (the “notes”). Interest on the notes ispayable on February 7 and August 7 of each year, beginning on February7, 2026. Interest on the notes will accrue from August7, 2025. Thenotes will mature on August 7, 2035. We may redeem the notes at any time at the redemption prices described in this prospectus supplement under “Description of the Notes—Optional Redemption of the Notes.” Upon a Change of Control Repurchase Event (as defined in “Description of the Notes—Offer toRepurchase Upon a Change of Control Repurchase Event”), we will be required to make an offer to repurchase all outstanding notes at a pricein cash equal to 101% of the principal amount of the notes, plus any accrued and unpaid interest to, but not including, the repurchase date, asdescribed in this prospectus supplement under “Description of the Notes—Offer to Repurchase Upon a Change of Control Repurchase Event.” We intend to use the net proceeds from this offering for repurchase and refinancing of existing indebtedness of our subsidiary,KKRFinancial Holdings LLC, and the remaining amount, if any, for general corporate purposes. See “Use of Proceeds.” The notes will be fully and unconditionally guaranteed, jointly and severally, by KKR Group Partnership L.P. (the “Initial Guarantor”)and any other entity that is required to become a guarantor of the notes as provided under “Description of the Notes—Guarantees” (togetherwith the Initial Guarantor, the “Guarantors”). We and the Initial Guarantor are holding companies, and the notes are not guaranteed by any ofour revenue generating businesses or investment vehicles. The notes and the guarantees will be our and the Guarantors’ direct, unsecured andunsubordinated obligations and will (a) rank equally in right of payment with all of our and the Guarantors’ respective existing and futureunsecured and unsubordinated indebtedness, including (i) our and the Initial Guarantor’s respective guarantees of the FinCo Senior Notes (asdefined herein) and (ii) our obligations as a guarantor and the Initial Guarantor’s obligations as a borrower under the Revolving Credit Facility(as defined herein), (b) rank senior to any of our and the Guarantors’ respective subordinated indebtedness, including (i) our and the InitialGuarantor’s respective guarantees of the $500,000,000 aggregate principal amount of 4.625% Subordinated Notes due 2061 (the “2061Subordinated Notes” and, together with the FinCo Senior Notes, the “FinCo Notes”) issued by KKR Group Finance Co. IX LLC, our indirectfinance subsidiary, and (ii) our obligations as an issuer, and the Initial Guarantor’s obligations as a guarantor, of $590,000,000 aggregateprincipal amount of 6.875% Subordinated Notes due 2065 (the “2065 Subordinated Notes”), (c) be effectively subordinated to all of our andthe Guarantors’ respective secured indebtedness to the extent of the value of the assets securing that indebtedness and (d) be structurallysubordinated to all of the indebtedness (including the FinCo Notes, the KFN Notes (as defined herein), the Global Atlantic Indebtedness (asdefined herein) and the KCM Indebtedness (as defined herein)), liabilities and other obligations of each of our subsidiaries that does notguarantee the notes. The notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. We do not intend to list the notes on any national securities exchange. For a more detailed description of the notes, see “Description of theNotes.” Investing in the notes involves significant risks. See “Risk Factors” beginning on page S-15herein and in the documents we haveincorporated by reference for more information. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The underwriters expect to deliver the notes to purchasers on or about August 7, 2025 only in book-entry form through the facilities ofThe Depository Trust Company (“DTC”), including its participants Clearstream Banking,societe anonyme, or Euroclear Bank SA./N.V. Joint Book-Running Managers TABLE OF CONTENTS Prospectus Supplement PageSummaryS-1Risk FactorsS-15Cautionary NoteRegarding Forward-Looking StatementsS-20Use of ProceedsS-21CapitalizationS-22Description of the NotesS-23Book-Entry, Delivery and FormS-36Certain United States Federal Income Tax ConsequencesS-40Certain ERISA ConsiderationsS-44Underwriting (Conflicts of Interest)S-46Legal MattersS-51ExpertsS-51Where You Can Find More Information; Incorporation By ReferenceS-52 Prospectus PageAbout This Prospectus1KKR & Co. Inc.1Risk Factors2Cautionary NoteRegarding Forward-Looking Statements3Use of Proceeds4Description o