As filed with the Securities and Exchange Commission on March 7, 2025
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KKR & Co.
Inc.
(Exact Name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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88-1203639
(I.R.S. Employer
Identification No.)
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30 Hudson Yards, New York, NY
(Address of principal executive office)
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10001
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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6.25% Series D Mandatory Convertible Preferred Stock
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-279233
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
Descriptions of the 6.25% Series D Mandatory Convertible Preferred Stock (the “Preferred Stock”), par value $0.01, of KKR & Co. Inc. (the “Registrant”) are contained in a prospectus dated May 8, 2024 (the
“Prospectus”), constituting part of the Registrant’s registration statement on Form S-3 (File No. 333-279233), and a supplement to the Prospectus dated March 4, 2025 (the “Prospectus Supplement”) and filed pursuant to Rule 424(b)(5) under the
Securities Act of 1933, as amended. The description of the Preferred Stock contained in the Prospectus under the heading “Description of Capital Stock” and the description of the Preferred Stock contained in the Prospectus Supplement under the
heading “Description of Mandatory Convertible Preferred Stock,” are hereby incorporated herein by reference and made part of this registration statement in their entirety.
Item 2. Exhibits.
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Exhibit No.
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Description
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Second Amended and Restated Certificate of Incorporation of KKR & Co. Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 9, 2024).
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Second Amended and Restated Bylaws of KKR & Co. Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 9, 2024).
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Certificate of Designations of 6.25% Series D Mandatory Convertible Preferred Stock of KKR & Co. Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 7,
2025).
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Form of 6.25% Series D Preferred Stock Certificate (included within Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 7, 2025).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Date: March 7, 2025
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KKR & CO. INC.
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By:
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/s/ Christopher Lee
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Name:
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Christopher Lee
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Title:
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Secretary
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