[8-K] KKR & Co. Inc. Reports Material Event

Rhea-AI Filing Summary

KKR & Co announced key board appointments and committee restructuring in a Form 8-K filing dated June 23, 2025. 14 directors were re-elected to the Board, including co-founders Henry R. Kravis and George R. Roberts, along with CEOs Joseph Y. Bae and Scott C. Nuttall.

The Board committees were reorganized as follows:

• Audit Committee: Robert Scully (Chair), Matthew Cohler, Kimberly Ross, Patricia Russo
• Conflicts Committee: Robert Scully (Chair), Arturo Gutiérrez Hernández, Mary Dillon, Patricia Russo
• Nominating and Corporate Governance: Kravis (Co-Chair), Roberts (Co-Chair), Scully
• Risk Committee: Matthew Cohler (Chair), Adriane Brown, Mary Dillon
• Executive Committee: Kravis and Roberts

Non-employee directors will continue receiving compensation as outlined in the 2024 Annual Report. All directors maintain existing indemnification agreements.

Positive

• Board continuity maintained with re-election of all 14 directors, including co-founders Henry Kravis and George Roberts, and co-CEOs Joseph Bae and Scott Nuttall
• Strong corporate governance structure with well-balanced committee composition, including independent directors in key oversight roles

Negative

• None.

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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): June 23, 2025

KKR & Co. Inc.

(Exact name of registrant as specified in its charter)

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

30 Hudson Yards
New York, New York		10001
(Address of principal executive offices)		(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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
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
6.875% Subordinated Notes due 2065	KKRT	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).

☐   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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2025, Henry R. Kravis, George R. Roberts, Joseph Y. Bae, Scott C. Nuttall, Timothy R. Barakett, Adriane M. Brown, Matthew R. Cohler, Mary N. Dillon, Arturo Gutiérrez Hernández, Xavier B. Niel, Kimberly A. Ross, Patricia F. Russo, Robert W. Scully and Evan T. Spiegel were elected to the Board of Directors of KKR & Co. Inc. (the “Company”) by KKR Management LLP (pursuant to Section 3.02 of the Company’s Amended and Restated Bylaws) to serve as provided in the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Each director was serving as a director of the Company at the time of election.

The Audit Committee consists of Messrs. Scully (Chair) and Cohler and Mses. Ross and Russo. The Conflicts Committee consists of Messrs. Scully (Chair) and Gutiérrez Hernández and Mses. Dillon and Russo. The Nominating and Corporate Governance Committee consists of Messrs. Kravis (Co- Chair), Roberts (Co-Chair) and Scully. The Risk Committee consists of Mr. Cohler (Chair) and Mses. Brown and Dillon. The Executive Committee consists of Messrs. Kravis and Roberts.

Each non-employee director will continue to receive director compensation under the current director compensation program of the Company, described in Item 11 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), which disclosure is incorporated herein by reference. Each director has previously entered into the Company’s indemnification agreement for non-executive directors, a form of which has previously been filed as Exhibit 10.16 to the Annual Report.

Certain transactions between the Company and such directors required to be disclosed pursuant to Item 404(a) of Regulation S-K are described in Item 13 of the Annual Report, which disclosure is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The information set forth in Item 5.02 is incorporated by reference into this Item 5.07.

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: June 23, 2025	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Secretary

FAQ

Who was elected to KKR's Board of Directors on June 23, 2025?

On June 23, 2025, fourteen directors were elected to KKR's Board, including Henry R. Kravis, George R. Roberts, Joseph Y. Bae, Scott C. Nuttall, Timothy R. Barakett, Adriane M. Brown, Matthew R. Cohler, Mary N. Dillon, Arturo Gutiérrez Hernández, Xavier B. Niel, Kimberly A. Ross, Patricia F. Russo, Robert W. Scully and Evan T. Spiegel. All were serving as directors at the time of election.

What is the composition of KKR's Audit Committee as of June 2025?

KKR's Audit Committee consists of Robert W. Scully (Chair), Matthew R. Cohler, Kimberly A. Ross, and Patricia F. Russo.

Who chairs KKR's Nominating and Corporate Governance Committee?

KKR's Nominating and Corporate Governance Committee is co-chaired by Henry R. Kravis and George R. Roberts, with Robert W. Scully also serving as a member.

What securities does KKR have listed on the New York Stock Exchange?

KKR has four securities listed on the NYSE: Common Stock (KKR), 6.25% Series D Mandatory Convertible Preferred Stock (KKR PR D), 4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC (KKRS), and 6.875% Subordinated Notes due 2065 (KKRT).

What committees were established in KKR's Board structure as of June 2025?

KKR's board structure includes five committees: the Audit Committee, Conflicts Committee, Nominating and Corporate Governance Committee, Risk Committee (chaired by Matthew Cohler), and Executive Committee (consisting of Messrs. Kravis and Roberts).