KKR (KKR) Financial History

Distribution of financial products to individual investors subjects us to heightened regulatory,

reputation, business or financial results could be materially and adversely impacted or we may become

We may pursue new business opportunities, strategic initiatives, or investment opportunities that involve new or unique

regulatory matters stemming from service disruptions caused by a third-party administrator for life insurance policies.

Our insurance business is heavily regulated, and such regulations may have a material and adverse

Capital regulations applicable to our insurance subsidiaries impose meaningful limitations on our insurance business and

Geopolitical developments and other local and global events outside of our control can materially and adversely impact various aspects of KKR and its businesses.

Additionally, our business could be adversely affected if we or our portfolio companies fail to comply with existing and potential new applicable regulations relating to artificial intelligence, including the EU AI Ac…

Our stakes in our hedge fund partnerships subject us to numerous additional risks applicable to hedge funds and funds of funds, including the following:

The determination of the amount of impairments and allowances for credit losses is based upon Global Atlantic's periodic evaluation and assessment of known and inherent risks associated with the respective asset class…

Changes in tax laws or an adverse interpretation by tax authorities may adversely impact our

Anti-takeover provisions in our organizational documents may delay or prevent a change of control.

business, and conflicts of interest may arise among the Series I preferred stockholder and the holders of our common stock”

securities having a value exceeding 40% of the value of its total assets (exclusive of U.S.

if (1) it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,

However, a person will generally be deemed to be an investment company for purposes of the Investment Company Act

Our certificate of incorporation states that the Series I preferred stockholder is under no obligation to

As a “controlled company,” we qualify for some exemptions from the corporate governance and other

Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934,” which is filed as an exhibit to this report.

Series I preferred stockholder does not provide its approval to any such action, even if the board of directors believes such

our common stock to influence our business.

holders of our common stock to influence our business, and conflicts of interest may arise among the

If our relationships, or our reputation with, various regulatory authorities were to deteriorate, we could be materially and

As a result of any of the foregoing risks, Global Atlantic may realize materially less than the anticipated financial benefits

Through Global Atlantic, we operate an insurance business, which is subject to material risks and uncertainties that are

Risks Related to our Insurance Activities

•From time to time, one of our funds or other investment vehicles (including CLOs) may seek to effect a purchase or

investment in a manner that may be attractive to investment vehicle investors from a tax perspective even though

•We or our investment vehicles may invest in a portfolio company that is a competitor, service provider, supplier,

•less stringent requirements relating to fiduciary duties; and

•lack of uniform or robust accounting, auditing, financial reporting standards, practices and disclosure requirements,

•political risks generally, including political and social instability, nationalization, expropriation of assets or political

•limitations on permissible counterparties in our transactions or consolidation rules that effectively restrict the types

•the imposition of non-U.S.

We make investments outside of the United States, which may expose us to additional risks, or

Investments in real assets may expose us and our investment vehicles to greater risks, liabilities and

The due diligence process that we undertake in connection with our investments may not reveal all

which could be unknown to us at the time of acquisition or, if they are known to us, we may not accurately assess or

Our transactions may entail a high level of regulatory scrutiny, and our investment may be subject to complex regulatory

Future results of our investments may be different than, and may not achieve the levels of, any of our

Cybersecurity failures and data security breaches could have a material adverse impact on our

laws may increase compliance costs and subject us to enforcement risks and reputational risks”.

Artificial intelligence may increase competitive, operational, legal and regulatory risks to our

Changes in tax laws or an adverse interpretation by tax authorities may adversely impact our effective

have more flexibility to undertake and execute certain businesses or investments than we do or bear less expense to comply

risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider range of

opportunities.

•becoming subject to new laws and regulations with which we are not familiar, or from which we are currently

•increased regulatory scrutiny and our ability to comply with new regulatory regimes; and

•our ability to obtain requisite regulatory approvals and licenses without undue cost or delay and without being

•combining, integrating or developing operational and management systems and controls, including an acquired

•the failure to realize the anticipated benefits from an acquired business or strategic partnership in a timely manner, if

•lawsuits challenging an acquisition or unfavorable judgments in such lawsuits, which may prevent the closing of the

•delays or failure to complete an acquisition or other transaction in a timely manner or at all, which may subject us to

We may suffer material harm as a result of legal claims, litigations, investigations, and negative

exposure to a market development that is so generally anticipated that a hedging or other derivative transaction cannot be

See also “—Risks Related to our Insurance Activities” below.

We also have made and expect to continue to make significant capital investments in our current and future funds and

disasters, could materially and adversely impact KKR.

difficult to quantify or predict may have a significant impact on the valuation of our investments” below.

•the cost of providing guaranteed insurance benefits, insurance capital requirements and collateral requirements.

•policyholder behavior, including policyholders electing to defer paying insurance premiums, stop paying insurance

•the frequency and size of fees generated from our capital markets business in connection with the issuance and

•the attractiveness of our investment vehicles and insurance products to investors and policyholders, respectively,

•our ability to find suitable investments or secure financing for investments on attractive terms, or at all,

•requiring advance notice for stockholder proposals and nominations if they are ever permitted by applicable law; and

In addition to the provisions related to our Series I preferred stock and Series I preferred stockholder described in this report, certain provisions in our certificate of incorporation and bylaws may discourage, dela…

From time to time, we may undertake reorganizations or make other changes to our organizational structure.

We may from time to time undertake reorganizations that may adversely impact us.

In 2011, the SEC published an advance notice of proposed rulemaking regarding Rule 3a-7 under the Investment Company Act and a concept release seeking information on Section 3(c)(5)(C) of the Investment Company Act, t…

With respect to our subsidiary KFN, we believe it is not and does not propose to be primarily engaged in the business of investing, reinvesting or trading in securities, and we do not believe that KFN has held itself…

With respect to our subsidiary Global Atlantic, we believe it is not and does not propose to be primarily engaged in the business of investing, reinvesting or trading in securities, and we do not believe that Global A…

The Investment Company Act and the rules and regulations thereunder contain detailed parameters for the organization and operation of investment companies.

With regard to the second bullet point above, which describes an “investment company” as defined in Section 3(a)(1)(C) of the Investment Company Act (referred to herein as the “40% test”), KKR & Co.

We regard ourselves as an investment management firm.

If we were deemed to be an "investment company" subject to regulation under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have…

We may need to incur debt to finance payments under the tax receivable agreement to the extent our cash resources are insufficient to meet our obligations under the tax receivable agreement as a result of timing discr…

The tax receivable agreement was terminated on May 30, 2022 pursuant to the Reorganization Agreement.

We are required to make certain payments under a tax receivable agreement to certain principals who have exchanged prior to May 30, 2022 their KKR Holdings Units for shares of common stock as transferees of KKR Group…

We will be required to pay certain principals for most of the benefits relating to our use of tax attributes we receive from historical exchanges of our common stock for KKR Group Partnership Units.

amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.

We intend to pay cash dividends on a quarterly basis.

We intend to pay periodic dividends to the holders of our common stock, but our ability to do so may be limited by our holding company structure, contractual restrictions, our cash flow from operations and available l…

Our certificate of incorporation provides that, if at any time, either (i) less than 10% of the total shares of any class our stock then outstanding (other than Series I preferred stock and other series of preferred s…

Our certificate of incorporation provides us with a right to acquire all of the then outstanding shares of common stock under specified circumstances, which may adversely affect the price of our common stock and the a…

Our board of directors is authorized to issue series of shares of preferred stock (including preferred stock convertible into common stock) without any action on the part of our stockholders and, with respect to each…

Future issuances of preferred stock may cause the price of our common stock to decline, which may negatively impact our common stockholders.

We have used, and in the future may continue to use, our common stock or securities convertible, exchangeable or exercisable into our common stock as consideration in connection with acquisitions and strategic investm…

Incentive Plans that are settled in cash instead of shares of common stock.

In addition, we have issued and will continue to issue equity awards that vest into or are exchangeable for shares of our common stock pursuant to our 2019 Equity Incentive Plan.

The market price of our common stock could decline as a result of sales of a large number of shares in the market or the perception that such sales could occur.

Our common stock price may decline due to the large number of shares eligible for future sale, and issued or issuable pursuant to our equity incentive plans or as consideration in acquisitions.

Our common stock only represents an investment in securities of KKR & Co.

An investment in our common stock is not an investment in any of our investment vehicles, insurance companies or other businesses operated by our subsidiaries, and the assets and revenues of our investment vehicles ar…

Our certificate of incorporation requires that (i) any derivative action, suit or proceeding brought on behalf of KKR, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any cu…

The provision of our certificate of incorporation requiring exclusive venue in the state and federal courts located in the State of Delaware or federal district courts of the United States for certain types of lawsuit…

subsidiaries (which includes KKR Group Partnership), the Series I preferred stockholder or any of our or the Series I preferred stockholder's affiliates and certain other specified persons (collectively, "Indemnitees"…

In addition, we have agreed to indemnify the Series I preferred stockholder and its affiliates and any member, partner, tax matters partner (as defined in U.S.

Even if there is deemed to be a breach of the obligations set forth in our certificate of incorporation, our certificate of incorporation provides that the Series I preferred stockholder will not be liable to us or th…

Subject to applicable law, our certificate of incorporation contains provisions limiting the duties owed by the Series I preferred stockholder and contains provisions allowing the Series I preferred stockholder to fav…