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reco
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from        to        

Commission file number 000-56484
KKR Infrastructure Conglomerate LLC
(Exact name of registrant as specified in its charter)
Delaware
92-0477563
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
30 Hudson Yards, New York, NY
10001
(Address of principal executive offices)(Zip Code)
(212) 750-8300
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
None.None.None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  o 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒   No  o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer  
Smaller reporting company
o
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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o   No 

As of May 5, 2025, the registrant had 28,863,538 Class I Shares, 36,263,426 Class S Shares, 47,449,663 Class U Shares, 779,517 Class R-D Shares, 29,741,885 Class R Shares, 1,566,443 Class D Shares, 40 Class E Shares, 1,196,475 Class F Shares, 40 Class G Shares and 40 Class H Shares outstanding. The number of Shares outstanding excludes May 1, 2025 subscriptions since the issuance price is not yet finalized as of the date of this filing.



Table of Contents
Page
Part I - Financial Information
Item 1. Financial Statements
Consolidated Statements of Assets and Liabilities as of March 31, 2025 (Unaudited) and December 31, 2024
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)
Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2025 and 2024 (Unaudited)
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)
Condensed Consolidated Schedules of Investments as of March 31, 2025 (Unaudited) and December 31, 2024
Notes to Consolidated Financial Statements (Unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
Signatures



Special Note Regarding Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:

our future operating results;
our business prospects and the prospects of the Infrastructure Assets (as defined herein) we own and control;
our ability to raise sufficient capital to execute our acquisition strategies;
the ability of the Manager (as defined herein) to source adequate acquisition opportunities to efficiently deploy capital;
the ability of our Infrastructure Assets to achieve their objectives;
our current and expected financing arrangements;
changes in the general interest rate environment;
the adequacy of our cash resources, financing sources and working capital;
the timing and amount of cash flows, distributions and dividends, if any, from our Infrastructure Assets;
our contractual arrangements and relationships with third parties;
actual and potential conflicts of interest with the Manager or any of its affiliates;
the dependence of our future success on the general economy and its effect on the industries in which we own and control Infrastructure Assets;
our use of financial leverage;
the ability of the Manager to identify, acquire and support our Infrastructure Assets;
the ability of the Manager or its affiliates to attract and retain highly talented professionals;
our ability to structure acquisitions and joint ventures in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and
the tax status of the enterprises through which we own and control Infrastructure Assets.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth elsewhere in this Quarterly Report on Form 10-Q, “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). Other factors that could cause actual results to differ materially include:

changes in the economy;
risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy; and
future changes in laws or regulations and conditions in our operating areas.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by law.





Part I.    Financial Information
Item 1.    Financial Statements

KKR Infrastructure Conglomerate LLC

Consolidated Statements of Assets and Liabilities

(Amounts in Thousands, Except Share and Per Share Data)

March 31, 2025 (Unaudited)December 31, 2024
Assets
Investments at fair value (cost of $3,120,868 and $2,799,929, respectively)
$3,520,659 $3,031,886 
Cash and cash equivalents467,429 342,122 
Foreign currencies at fair value (cost of $344 and $426, respectively)
354 425 
Deferred financing costs, net12,412 10,597 
Prepaids and other assets481 3,846 
Receivable for settlement of foreign currency forward contracts 1,786 
Dividends receivable1,696 1,441 
Unrealized appreciation on foreign currency forward contracts65,495 130,941 
Total assets4,068,526 3,523,044 
Liabilities
Unrealized depreciation on foreign currency forward contracts11,725  
Line of credit 229,128 
Accrued performance participation allocation21,988 6,642 
Accrued shareholder servicing fees and distribution fees144,505 117,679 
Distributions payable37,811 30,202 
Directors' fees and expenses payable115 115 
Other accrued expenses and liabilities5,767 4,814 
Deferred tax liabilities4,657 1,636 
Due to Manager and affiliates8,801 10,361 
Total liabilities235,369 400,577 
Commitments and contingencies (Note 9)
Net assets$3,833,157 $3,122,467 
Net assets are comprised of
Class I Shares, 25,339,403 and 16,112,717 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
$729,953 $457,224 
Class S Shares, 32,444,537 and 18,479,917 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
873,577 489,957 
Class U Shares, 47,264,870 and 47,010,082 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
1,281,033 1,253,543 
Class R-D Shares, 773,105 and 765,609 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
21,855 21,323 
Class R Shares, 29,560,457 and 29,417,967 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
850,837 834,667 
Class D Shares, 1,423,945 and 1,107,237 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
40,204 30,795 
1


Class E Shares, 40 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024
1 1 
Class F Shares, 1,194,340 and 1,191,769 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
35,695 34,955 
Class G Shares, 40 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024
1 1 
Class H Shares, 40 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024
1 1 
Net assets$3,833,157 $3,122,467 

See notes to financial statements.
2


KKR Infrastructure Conglomerate LLC

Consolidated Statements of Operations (Unaudited)

(Amounts in Thousands)

Three Months Ended March 31,
20252024
Investment income
Dividend income and other income$31,366 $6,905 
Total investment income31,366 6,905 
Operating expenses
Performance participation allocation15,358 4,077 
Management fee expense10,129 3,767 
General and administration expenses1,640 1,393 
Professional fees1,904 2,393 
Interest expense1,831  
Directors' fees and expenses127 139 
Deferred offering costs amortization 495 
Total operating expenses30,989 12,264 
Less: Expenses reimbursed by Manager (1,923)
Add: Expenses recouped by Manager2,148  
Less: Management fee and expense credits(10,129)(3,767)
Net operating expenses23,008 6,574 
Net investment income (loss)8,358 331 
Net realized gain (loss) on investments, foreign currency and foreign currency forward contracts
Net realized gain (loss) on
Foreign currency772 (274)
Foreign currency forward contracts(414) 
Total net realized gain (loss)358 (274)
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and foreign currency forward contracts
Net change in unrealized appreciation (depreciation) before income taxes on
Investments65,982 29,713 
Foreign currency24  
Foreign currency translation101,852 (16,215)
Foreign currency forward contracts(77,171)14,982 
Total net change in unrealized appreciation (depreciation) before income taxes90,687 28,480 
Provision for (benefit from) income taxes2,981 285 
Total net change in unrealized appreciation (depreciation) after income taxes87,706 28,195 
Net increase in net assets resulting from operations$96,422 $28,252 

See notes to financial statements.
3


KKR Infrastructure Conglomerate LLC

Consolidated Statements of Changes in Net Assets

(Amounts in Thousands)

Class I SharesClass S SharesClass U SharesClass R-D SharesClass R SharesClass D SharesClass E SharesClass F SharesClass G SharesClass H SharesTotal Shareholders' Equity (Net Assets)
Balance at December 31, 2024$457,224 $489,957 $1,253,543 $21,323 $834,667 $30,795 $1 $34,955 $1 $1 $3,122,467 
Consideration from the issuance of shares259,033 395,354 — — — 10,174 — 75 — — 664,636 
Repurchases of shares(308)(156)(1,242)— (2,625)— — — — — (4,331)
Reinvestment of distributions3,276 3,559 8,732 213 6,399 246 — 1 — — 22,426 
Transfers in1,491 — — — 269 — — — — — 1,760 
Transfers out— (128)(269)— — (1,363)— — — — (1,760)
Early repurchase fee35 44 75 1 47 2 — 2 — — 206 
Distributions declared(7,855)(8,049)(11,731)(226)(9,164)(416)— (370)— — (37,811)
Net increase (decrease) in net assets resulting from capital activity255,672 390,624 (4,435)(12)(5,074)8,643 — (292)— — 645,126 
Net investment income (loss)1,257 1,572 3,175 52 1,998 77 — 227 — — 8,358 
Net realized gain (loss)61 77 129 2 82 4 — 3 — — 358 
Net change in unrealized appreciation (deprecation)15,739 20,024 30,590 501 19,164 886 — 802 — — 87,706 
Net increase (decrease) in net assets resulting from operations17,057 21,673 33,894 555 21,244 967 — 1,032 — — 96,422 
Accrued shareholder servicing fees and distribution fees— (28,677)(1,969)(11)— (201)— — — — (30,858)
Balance at March 31, 2025 (Unaudited)$729,953 $873,577 $1,281,033 $21,855 $850,837 $40,204 $1 $35,695 $1 $1 $3,833,157 

4


Class I SharesClass U SharesClass R-D SharesClass R SharesClass D SharesClass R-S SharesClass E SharesClass F SharesClass G SharesClass H SharesTotal Shareholders' Equity (Net Assets)
Balance at December 31, 2023$3,552 $706,586 $9,328 $449,523 $11 $ $1 $1,369 $1 $1 $1,170,372 
Consideration from the issuance of shares210 238,342 3,070 162,071 — 738 — 38 — — 404,469 
Repurchases of shares— (109)— (260)— — — — — — (369)
Reinvestment of distributions— 4,114 69 3,029 — — — — — — 7,212 
Transfers in— — — 4,074 — — — — — — 4,074 
Transfers out(3,552)(522) — — — — — — — (4,074)
Accrued shareholder servicing fees and distribution fees— (17,054)(65)— — (36)— — — — (17,155)
Distributions declared(2)(8,222)(123)(6,411)— (6)— (14)— — (14,778)
Early repurchase fee— 11 — 7 — — — — — — 18 
Net investment income (loss)— 205 2 120 — — — 4 — — 331 
Net realized gain (loss)— (168)(2)(104)— — —  — — (274)
Net change in unrealized appreciation (depreciation)1 17,365 219 10,579 — 5 — 26 — — 28,195 
Balance at March 31, 2024 (Unaudited)$209 $940,548 $12,498 $622,628 $11 $701 $1 $1,423 $1 $1 $1,578,021 

See notes to financial statements.
5


KKR Infrastructure Conglomerate LLC

Consolidated Statements of Cash Flows (Unaudited)

(Amounts in Thousands)
For the Three Months Ended March 31,
20252024
Operating activities
Net increase in net assets from operations$96,422 $28,252 
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Class F Shares issued as payment of directors' fees and expenses63 38 
Class F Shares issued as payment of performance participation allocation12  
Deferred financing costs amortization1,306  
Deferred offering costs amortization 495 
Acquisition of Infrastructure Assets(320,939)(18,730)
Net change in unrealized (appreciation) depreciation on investments(65,982)(29,713)
Net change in unrealized (appreciation) depreciation on foreign currency(24) 
Net change in unrealized (appreciation) depreciation on foreign currency translation(101,852)16,215 
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts77,171 (14,982)
Changes in operating assets and liabilities:
(Increase) Decrease in prepaids and other assets3,553 (305)
(Increase) Decrease in receivable for settlement of foreign currency forward contracts1,786  
(Increase) Decrease in due from Manager 14,626 
(Increase) Decrease in dividends receivable(255)(1,502)
Increase (Decrease) in accrued performance participation allocation15,346 4,077 
Increase (Decrease) in directors' fees and expenses payable (1)
Increase (Decrease) in other accrued expenses and liabilities955 2,356 
Increase (Decrease) in deferred tax liabilities3,021 285 
Increase (Decrease) in due to Manager(2,224)(14,085)
Increase (Decrease) in organization costs payable (48)
Increase (Decrease) in offering costs payable (8)
Net cash used in operating activities(291,641)(13,030)
Financing activities
Proceeds from issuance of shares664,385 402,887 
Repayment of line of credit(229,128) 
Payment of deferred financing costs(3,025) 
Payment on repurchases of shares, net of early repurchase fee(4,125)(351)
Payment of shareholder servicing fees and distribution fees(3,464)(1,197)
Payment for offering costs (1,974)
Distributions(7,776)(2,268)
Net cash provided by financing activities416,867 397,097 
Effect of exchange rate changes on cash and cash equivalents and foreign currencies at fair value10  
Net increase in cash and cash equivalents and foreign currencies at fair value125,236 384,067 
Cash and cash equivalents and foreign currencies at fair value, beginning of period342,547 278,417 
Cash and cash equivalents and foreign currencies at fair value, end of period$467,783 $662,484 
Supplemental disclosure of cash flow information
Change in shareholder servicing fees and distribution fees payable$30,858 $(17,155)
Reinvestment of distributions22,426 7,212 
Change in deferred financing costs payable96  
Cash paid for interest500  
Change in subscriptions receivable(176)(1,544)
See notes to financial statements.
6


KKR Infrastructure Conglomerate LLC

Condensed Consolidated Schedule of Investments (Unaudited) as of March 31, 2025

(Amounts in Thousands)

IssuerAssetIndustry
Geography (1)
Valuation LevelCurrencySettlement DateNotionalEstimated Fair ValueEstimated Fair Value as a Percentage of Net Assets
Infrastructure Assets
Digital Infrastructure - 28.6%
Vantage Towers AGEquity Interest Held Through KKR Oak Aggregator L.P.Digital InfrastructureEMEALevel IIIEURN/AN/A$508,553 13.3 %
Telecom Italia NetCoEquity Interest Held Through Optics HoldCo SrlDigital InfrastructureEMEALevel IIIEURN/AN/A516,387 13.5 %
Other Infrastructure Assets (2)
Digital InfrastructureAsia-PacificLevel IIISGDN/AN/A67,315 1.8 %
Energy Security - 5.3%
Other Infrastructure Assets (2)
Energy SecurityNorth AmericaLevel IIIVariousN/AN/A203,251 5.3 %
Energy Transition - 38.9%
Smart Metering Systems Limited (5)
Equity Interest Held Through KKR Sienna Aggregator L.P.Energy TransitionEMEALevel IIIGBPN/AN/A349,702 9.1 %
Greenvolt Energias Renovaveis SAEquity Interest Held Through KKR GV Investor Aggregator L.P.Energy TransitionEMEALevel IIIEURN/AN/A283,694 7.4 %
Avantus LLCEquity Interest Held Through KKR Eight Mile Aggregator L.P.Energy TransitionNorth AmericaLevel IIIUSDN/AN/A243,800 6.4 %
Albioma SAEquity Interest Held Through KKR Kyoto Aggregator L.P.Energy TransitionEMEALevel IIIEURN/AN/A201,666 5.3 %
Other Infrastructure Assets (2)
Energy TransitionEMEALevel IIIVariousN/AN/A216,346 5.6 %
Other Infrastructure AssetEnergy TransitionNorth America
(4)
VariousN/AN/A180,850 4.8 %
Other Infrastructure AssetEnergy TransitionEMEA
(4)
GBPN/AN/A13,230 0.3 %
Industrial Infrastructure - 4.8%
Other Infrastructure AssetIndustrial InfrastructureEMEALevel IIIEURN/AN/A183,693 4.8 %
Social Infrastructure - 12.5%
Grove Education Partners Holdco LimitedEquity Interest Held Through KKR Percival Aggregator L.P.Social InfrastructureEMEALevel IIIGBPN/AN/A480,405 12.5 %
Transportation - 1.9%
7


Other Infrastructure Assets (2)
Transportation(3)Level IIIVariousN/AN/A71,767 1.9 %
Total Infrastructure Assets Investments (cost of $3,120,868)
$3,520,659 92.0 %
Foreign Currency Forward Contracts
Barclays BankSell EUR/USDN/AN/ALevel IIEUROctober 7, 2025172,500$5,699 0.1 %
Barclays BankSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202577,5002,820 0.1 %
Barclays BankSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202556,800(1,278) %
Barclays BankSell SGD/USDN/AN/ALevel IISGDOctober 7, 202523,30053  %
Barclays BankSell SGD/USDN/AN/ALevel IISGDOctober 7, 202511,550388  %
Barclays BankSell CAD/USDN/AN/ALevel IICADOctober 7, 20254,000172  %
Goldman, Sachs & Co.Sell EUR/USDN/AN/ALevel IIEUROctober 7, 2025456,50015,857 0.4 %
Goldman, Sachs & Co.Sell CAD/USDN/AN/ALevel IICADOctober 7, 202582,4303,580 0.1 %
Goldman, Sachs & Co.Sell EUR/USDN/AN/ALevel IIEUROctober 7, 202532,450617  %
Goldman, Sachs & Co.Sell GBP/USDN/AN/ALevel IIGBPOctober 7, 202527,7901,011  %
Goldman, Sachs & Co.Sell EUR/USDN/AN/ALevel IIEUROctober 7, 202522,500(704) %
Goldman, Sachs & Co.Sell SGD/USDN/AN/ALevel IISGDOctober 7, 202521,100714  %
Goldman, Sachs & Co.Sell GBP/USDN/AN/ALevel IIGBPOctober 7, 20259,828(58) %
Macquarie CapitalSell GBP/USDN/AN/ALevel IIGBPOctober 7, 2025195,0007,273 0.2 %
Macquarie CapitalSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202518,000(860) %
Macquarie CapitalSell EUR/USDN/AN/ALevel IIEUROctober 7, 20252,250(81) %
Macquarie CapitalSell GBP/USDN/AN/ALevel IIGBPOctober 7, 20252,000(86) %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 2025410,00013,497 0.4 %
NomuraSell CAD/USDN/AN/ALevel IICADOctober 7, 202591,0003,918 0.1 %
NomuraSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202574,5002,737 0.1 %
NomuraSell CAD/USDN/AN/ALevel IICADOctober 7, 202545,500958  %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 202542,000(1,326) %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 202540,200(816) %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 202539,800(272) %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 202532,450614  %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 202522,500(706) %
NomuraSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202518,000(860) %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 202515,900(639) %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 20258,300(198) %
NomuraSell SGD/USDN/AN/ALevel IISGDOctober 7, 20256,30010  %
NomuraSell SGD/USDN/AN/ALevel IISGDOctober 7, 20255,50014  %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 20254,460(83) %
NomuraSell GBP/USDN/AN/ALevel IIGBPOctober 7, 20253,100(71) %
NomuraSell GBP/USDN/AN/ALevel IIGBPOctober 7, 20253,000(51) %
NomuraSell EUR/USDN/AN/ALevel IIEUROctober 7, 20252,250(81) %
NomuraSell GBP/USDN/AN/ALevel IIGBPOctober 7, 20252,000(85) %
Royal Bank of CanadaSell EUR/USDN/AN/ALevel IIEUROctober 7, 2025130,1004,385 0.1 %
8


Royal Bank of CanadaSell EUR/USDN/AN/ALevel IIEUROctober 7, 202595,921(3,470)(0.1)%
Royal Bank of CanadaSell AUD/USDN/AN/ALevel IIAUDOctober 7, 202535,400133  %
Royal Bank of CanadaSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202527,4001,018  %
Royal Bank of CanadaSell SGD/USDN/AN/ALevel IISGDOctober 7, 20259,00027  %
Total Foreign Currency Forward Contracts$53,770 1.5 %
Investments in Money Market Funds
Morgan Stanley Institutional Liquidity Funds Government PortfolioN/AN/ALevel IUSDN/AN/A$467,048 12.2 %
Total Investments in Money Market Funds (cost of $467,048)
$467,048 12.2 %
Total Investments and Cash Equivalents (cost of $3,587,916)
$4,041,477 105.7 %

(1) As of March 31, 2025, approximately 17.8%, 71.8% and 2.4% of the Company’s infrastructure assets were in North America, EMEA and Asia-Pacific, respectively, based upon the net asset value. The cost basis of infrastructure assets in North America, EMEA and Asia-Pacific, were $638,973, $2,410,716 and $71,179, respectively. The fair value of infrastructure assets in North America, EMEA and Asia-Pacific were $675,151, $2,753,676 and $91,832, respectively.

(2) There were no single investments included in this category that exceeded 5% of net assets.

(3) 65.8% of fair value shown is domiciled in North American and 34.2% in Asia-Pacific.

(4) This investment is measured at fair value using the net asset value practical expedient under Accounting Standards Codification 820, Fair Value Measurements and Disclosure (“ASC 820”).

(5) The aggregator that holds Smart Metering Systems Limited also holds indirect interests in Salisbury Topco Limited and SMA Topco Limited.

See notes to financial statements.
9


KKR Infrastructure Conglomerate LLC

Condensed Consolidated Schedule of Investments as of December 31, 2024

(Amounts in Thousands)

IssuerAssetIndustry
Geography (1)
Valuation LevelCurrencySettlement DateNotionalEstimated Fair ValueEstimated Fair Value as a Percentage of Net Assets
Infrastructure Assets
Digital Infrastructure - 32.7%
Vantage Towers AGEquity Interest Held Through KKR Oak Aggregator L.P.Digital InfrastructureEMEALevel IIIEURN/AN/A$483,362 15.5 %
Telecom Italia NetCoEquity Interest Held Through Optics HoldCo SrlDigital InfrastructureEMEALevel IIIEURN/AN/A481,759 15.4 %
Other Infrastructure Assets (2)
Digital InfrastructureAsia-PacificLevel IIISGDN/AN/A56,815 1.8 %
Energy Security - 6.4%
Other Infrastructure Assets (2)
Energy SecurityNorth AmericaLevel IIIVariousN/AN/A200,637 6.4 %
Energy Transition - 36.5%
Smart Metering Systems LimitedEquity Interest Held Through KKR Sienna Aggregator L.P.Energy TransitionEMEALevel IIIGBPN/AN/A301,663 9.7 %
Greenvolt Energias Renovaveis SAEquity Interest Held Through KKR GV Investor Aggregator L.P.Energy TransitionEMEALevel IIIEURN/AN/A247,239 7.9 %
Avantus LLCEquity Interest Held Through KKR Eight Mile Aggregator L.P.Energy TransitionNorth AmericaLevel IIIUSDN/AN/A230,000 7.4 %
Albioma SAEquity Interest Held Through KKR Kyoto Aggregator L.P.Energy TransitionEMEALevel IIIEURN/AN/A193,320 6.2 %
Other Infrastructure Assets (2)
Energy TransitionEMEALevel IIIVariousN/AN/A75,604 2.4 %
Other Infrastructure AssetEnergy TransitionNorth America(3)USDN/AN/A88,757 2.9 %
Industrial Infrastructure - 5.5%
Refresco Group B.V.Equity Interest Held Through KKR Pegasus Aggregator L.P.Industrial InfrastructureEMEALevel IIIEURN/AN/A173,156 5.5 %
Social Infrastructure - 14.6%
Grove Education Partners Holdco LimitedEquity Interest Held Through KKR Percival Aggregator L.P.Social InfrastructureEMEALevel IIIGBPN/AN/A454,574 14.6 %
Transportation - 1.4%
Other Infrastructure Assets (2)
TransportationNorth AmericaLevel IIIUSDN/AN/A45,000 1.4 %
10


Total Infrastructure Assets Investments (cost of $2,799,929)
$3,031,886 97.1 %
Foreign Currency Forward Contracts
Barclays Bank PLCSell CAD/USDN/AN/ALevel IICADOctober 7, 20254,000$162  %
Barclays Bank PLCSell SGD/USDN/AN/ALevel IISGDOctober 7, 202511,550487  %
Barclays Bank PLCSell EUR/USDN/AN/ALevel IIEUROctober 7, 2025172,50012,436 0.4 %
Barclays Bank PLCSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202577,5005,798 0.2 %
Barclays Bank PLCSell SGD/USDN/AN/ALevel IISGDOctober 7, 202523,300261  %
Barclays Bank PLCSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202565,0001,075  %
Goldman, Sachs & Co.Sell SGD/USDN/AN/ALevel IISGDOctober 7, 202521,100895  %
Goldman, Sachs & Co.Sell CAD/USDN/AN/ALevel IICADOctober 7, 202582,4303,381 0.1 %
Goldman, Sachs & Co.Sell GBP/USDN/AN/ALevel IIGBPOctober 7, 202527,7902,078 0.1 %
Goldman, Sachs & Co.Sell EUR/USDN/AN/ALevel IIEUROctober 7, 2025456,50033,681 1.1 %
Goldman, Sachs & Co.Sell EUR/USDN/AN/ALevel IIEUROctober 7, 202522,500189  %
Macquarie Bank LimitedSell GBP/USDN/AN/ALevel IIGBPOctober 7, 2025195,00014,766 0.5 %
Nomura International PLCSell CAD/USDN/AN/ALevel IICADOctober 7, 202591,0003,699 0.1 %
Nomura International PLCSell EUR/USDN/AN/ALevel IIEUROctober 7, 2025410,00029,509 0.9 %
Nomura International PLCSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202574,5005,600 0.2 %
Nomura International PLCSell EUR/USDN/AN/ALevel IIEUROctober 7, 202532,4501,886 0.1 %
Nomura International PLCSell EUR/USDN/AN/ALevel IIEUROctober 7, 202532,4501,889 0.1 %
Nomura International PLCSell EUR/USDN/AN/ALevel IIEUROctober 7, 20254,46094  %
Nomura International PLCSell GBP/USDN/AN/ALevel IIGBPOctober 7, 20259,900160  %
Nomura International PLCSell EUR/USDN/AN/ALevel IIEUROctober 7, 202522,500187  %
Nomura International PLCSell CAD/USDN/AN/ALevel IICADOctober 7, 202546,000868  %
Nomura International PLCSell GBP/USDN/AN/ALevel IIGBPOctober 7, 20253,00066  %
Nomura International PLCSell EUR/USDN/AN/ALevel IIEUROctober 7, 20258,300131  %
Royal Bank of CanadaSell GBP/USDN/AN/ALevel IIGBPOctober 7, 202527,4002,071 0.1 %
Royal Bank of CanadaSell EUR/USDN/AN/ALevel IIEUROctober 7, 2025130,1009,465 0.3 %
Royal Bank of CanadaSell SGD/USDN/AN/ALevel IISGDOctober 7, 20259,000107  %
Total Foreign Currency Forward Contracts$130,941 4.2 %
Investments in Money Market Funds
Morgan Stanley Institutional Liquidity Funds Government PortfolioN/AN/ALevel IUSDN/AN/A$341,780 10.9 %
Total Investments in Money Market Funds (cost of $341,780)
$341,780 10.9 %
11


Total Investments and Cash Equivalents (cost of $3,141,709)
$3,504,607 112.2 %

(1) As of December 31, 2024, approximately 18.1%, 77.2% and 1.8% of the Company’s infrastructure assets were in North America, EMEA and Asia-Pacific, respectively, based upon the net asset value. The cost basis of infrastructure assets in North America, EMEA and Asia-Pacific, were $551,973, $2,206,831 and $41,125, respectively. The fair value of infrastructure assets in North America, EMEA and Asia-Pacific were $564,394, $2,410,677 and $56,815, respectively.

(2) There were no single investments included in this category that exceeded 5% of net assets.

(3) This investment is measured at fair value using the net asset value practical expedient under Accounting Standards Codification 820, Fair Value Measurements and Disclosure (“ASC 820”).

See notes to financial statements.
12


KKR Infrastructure Conglomerate LLC
Notes to Financial Statements (Unaudited)

(All Amounts in Thousands, Except Share and Per Share Data, and Except Where Noted)

1.Organization

KKR Infrastructure Conglomerate LLC (“K-INFRA” and the “Company”) was formed on September 23, 2022 as a limited liability company under the laws of the state of Delaware, and the Company operates its business in a manner permitting it to be excluded from the definition of an “investment company” under the Investment Company Act of 1940, as amended. The Company is a holding company that seeks to acquire, own and control portfolio companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held (“Infrastructure Assets”), with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation. The Company commenced principal operations on June 1, 2023.

A key part of the Company’s strategy is to form Joint Ventures by pooling capital with one or more KKR Vehicles (defined below) that target acquisitions of Infrastructure Assets that are compatible with the Company’s business strategy. The Company expects to own nearly all Infrastructure Assets through Joint Ventures alongside one or more KKR Vehicles and that the Joint Ventures will be managed in a way that reflects the commonality of interests between the KKR Vehicles and the Company. The Company intends to primarily own Infrastructure Assets for the long term through Joint Ventures. Infrastructure Assets are generally less liquid and involve longer hold periods than traditional monthly net asset value equity holdings. Such illiquidity could also result from legal or contractual restrictions on their resale.

K-INFRA conducts a continuous private offering of the following investor shares: Class S Shares, Class D Shares, and Class I Shares (collectively with the Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares, the “Investor Shares” and, together with the Class E Shares, Class F Shares, Class G Shares and Class H Shares, the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including under Regulation D and Regulation S, (i) to accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act).

Holders of Investor Shares have equal rights and privileges with each other, except that Class D Shares, Class U Shares, Class I Shares, Class R-D Shares and Class R Shares do not pay a sales load or dealer-manager fees, the Class I Shares and Class R Shares are not subject to any servicing or distribution fees and the Class D Shares or Class R-D Shares are not subject to any distribution fees.

Holders of Class E Shares, Class F Shares, Class G Shares and Class H Shares (collectively, the “KKR Shares”) have equal rights and privileges with each other and, except for the Class G Shares, no class of shares will have any rights, powers or preferences with respect to determining the number of directors constituting the entire Board of Directors the (“Board”) or the appointment, election, or removal of any directors of officers of the Company. Kohlberg Kravis Roberts & Co. L.P. (together with its subsidiaries, “KKR”), through its ownership of all of the Company’s outstanding Class G Shares, hold, directly and indirectly, all of the voting power of the Company. The KKR Shares are not subject to the Management Fee (defined herein) or the Performance Participation Allocation (defined herein), and are not subject to any servicing or distribution fees.

The Company is sponsored by KKR and benefits from KKR’s infrastructure sourcing and management platform pursuant to a management agreement entered into with KKR DAV Manager LLC (the “Manager”) to source and evaluate Infrastructure Assets acquisitions and to support the Company in managing its portfolio of Infrastructure Assets with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation for holders of Shares (the “Shareholders”).

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements (referred to hereafter as the “financial statements”) are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are stated in United States (“U.S.”) dollars. The preparation of consolidated financial statements in accordance with GAAP requires
13


management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates.

The Company’s consolidated financial statements are prepared using the accounting and reporting guidance under Accounting Standards Codification 946, Financial Services—Investment Companies (“ASC 946”).

Basis of Consolidation

As provided under Regulation S-X and ASC 946, the Company will generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidates in its consolidated financial statements the accounts of certain wholly owned subsidiaries that meet the criteria. All significant intercompany balances and transactions have been eliminated in consolidation.

For a detailed discussion about the Company’s significant accounting policies, see Note 2 to the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. During the three months ended March 31, 2025, there were no significant updates to the Company’s significant accounting policies.

Reclassifications

During the three months ended March 31, 2025, the Company reclassified $2,393 for the three months ended March 31, 2024 out of General and administration expense and into Professional fees on the Consolidated Statements of Operations. This reclassification had no impact on Net increase (decrease) in net assets resulting from operations.

During the three months ended March 31, 2025, the Company reclassified $1,636 out of Other accrued expenses and liabilities and into Deferred tax liabilities on the Consolidated Statements of Assets and Liabilities and also reclassified $285 out of Increase (Decrease) in other accrued expenses and liabilities and into Increase (Decrease) in deferred tax liabilities on the Consolidated Statements of Cash Flows. These reclassifications had no impact on Net increase (decrease) in net assets resulting from operations.

Adoption of new and revised accounting standards

The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.

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3.Investments

Summarized Infrastructure Assets Financial Information

The following table presents unaudited summarized financial information for the three months ended March 31, 2025 and 2024 for the Infrastructure Assets in the aggregate in which the Company has an indirect equity interest:

Summarized Operating Data:

Three Months Ended March 31,
20252024
Revenues$3,441,068 $2,490,578 
Expenses3,673,430 2,462,852 
Income before taxes(232,362)27,726 
Income tax expense (benefit)26,976 (53,203)
Consolidated net income (loss)(259,338)80,929 
Net income (loss) attributable to non-controlling interests65,609 (5,944)
Net income (loss)$(324,947)$86,873 

The net income above represents the aggregated net income attributable to the controlling interests in each of the Company’s Infrastructure Assets and does not represent the Company’s proportionate share of income. Summarized financial totals presented are the best available as of the date of this filing and information may not be for the same reporting period as this filing.
15


4.Fair Value Measurements - Investments

The following table presents fair value measurements of investments, by major class, as of March 31, 2025, according to the fair value hierarchy:

March 31, 2025
InvestmentsLevel ILevel IILevel III
Investment Measured at Net Asset Value (1)
Fair Value
Infrastructure Assets$ $ $3,326,579 $194,080 $3,520,659 
Unrealized appreciation on foreign currency forward contracts 65,495  — 65,495 
Unrealized depreciation on foreign currency forward contracts (11,725) — (11,725)
Investments in Money Market Funds467,048   — 467,048 
Total$467,048 $53,770 $3,326,579 $194,080 $4,041,477 

(1) Certain investments that are measured at fair value using the net asset value practical expedient under ASC 820 have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

The following table presents fair value measurements of investments, by major class, as of December 31, 2024, according to the fair value hierarchy:

December 31, 2024
InvestmentsLevel ILevel IILevel III
Investment Measured at Net Asset Value (1)
Fair Value
Infrastructure Assets$ $ $2,943,129 $88,757 $3,031,886 
Unrealized appreciation on foreign currency forward contracts 130,941  — 130,941 
Investments in Money Market Funds341,780   — 341,780 
Total$341,780 $130,941 $2,943,129 $88,757 $3,504,607 

The following table provides a reconciliation of the beginning and ending balances for investments that use Level III inputs for the three months ended March 31, 2025:


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InvestmentsBalance as of December 31, 2024PurchasesNet change in unrealized appreciation on investmentsNet change in unrealized depreciation on foreign currency translationBalance as of March 31, 2025
Infrastructure Assets$2,943,129 $220,730 $60,868 $101,852 $3,326,579 
Total$2,943,129 $220,730 $60,868 $101,852 $3,326,579 

The total change in unrealized appreciation included in the Consolidated Statements of Operations within net change in unrealized appreciation (depreciation) for the three months ended March 31, 2025 attributable to Level III investments and foreign currency translation still held at March 31, 2025 was $60,868 and $101,852, respectively.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level III inputs for the three months ended March 31, 2024:

InvestmentsBalance as of December 31, 2023PurchasesNet change in unrealized appreciation on investmentsNet change in unrealized depreciation on foreign currency translationBalance as of March 31, 2024
Infrastructure Assets$983,552 $24,111 $29,713 $(16,215)$1,021,161 
Total$983,552 $24,111 $29,713 $(16,215)$1,021,161 


The total change in unrealized appreciation included in the Consolidated Statements of Operations within net change in unrealized appreciation (depreciation) for the three months ended March 31, 2024 attributable to Level III investments and foreign currency translation still held at March 31, 2024 was $29,713 and $(16,215), respectively.

Derivative Instruments

The Company enters into foreign currency forward contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of foreign currency denominated Infrastructure Asset transactions. A foreign currency forward contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period as unrealized appreciation or depreciation. When a foreign currency forward contract is closed, through either delivery or offset by entering into another foreign currency forward contract, the Company recognizes realized appreciation or forward contracts involve elements of market risk in excess of the amounts reflected on the Consolidated Statements of Assets and Liabilities. The Company’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the foreign currency forward contract.

The following table presents the quantitative information about Level III fair value measurements of the Company’s Infrastructure Assets as of March 31, 2025 and December 31, 2024:


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As of March 31, 2025As of December 31, 2024
Level III AssetsFair Value March 31, 2025Fair Value December 31, 2024Valuation Methodology & Inputs
Unobservable Input(s) (1)
Weighted Average (2)
Range
Weighted Average (2)
RangeImpact to Valuation from an Increase in Input (3)
Infrastructure Assets$3,326,579$2,943,129Inputs to market comparables, discounted cash flow and transaction price/otherIlliquidity Discount6.7%
5.0% - 10.0%
6.4%
5.0% - 10.0%
Decrease
Weight Ascribed to Market Comparables1.1%
0.0% - 25.0%
1.2%
0.0% - 25.0%
(4)
Weight Ascribed to Discounted Cash Flow92.6%
0.0% - 100.0%
87.7%
0.0% - 100.0%
(5)
Weight Ascribed to Transaction Price/Other6.3%
0.0% - 100.0%
11.1%
0.0% - 100.0%
(6)
Market ComparablesEnterprise Value / Forward EBITDA Multiple
11.2x
11.2x - 11.2x
11.6x
11.6x - 11.6x
Increase
Discounted Cash FlowWeighted Average Cost of Capital10.5%
6.5% - 19.6%
9.7%
6.4% - 15.2%
Decrease
Enterprise Value / LTM EBITDA Exit Multiple
14.1x
7.0x - 22.0x
14.4x
7.0x - 24.0x
Increase

(1) In determining the inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies, and company-specific developments including exit strategies and realization opportunities. The Manager has determined that market participants would take these inputs into account when valuing the investments. “LTM” means Last Twelve Months.

(2) Inputs are weighted based on fair value of the investments included in the range.

(3) Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.

(4) The directional change from an increase in the weight ascribed to the market comparables approach would increase the fair value of the Level III investments if the market comparables approach results in a higher valuation than the discounted cash flow approach and transaction price approach. The opposite would be true if the market comparables approach results in a lower valuation than the discounted cash flow approach and transaction price approach.

(5) The directional change from an increase in the weight ascribed to the discounted cash flow approach would increase the fair value of the Level III investments if the discounted cash flow approach results in a higher valuation than the market comparables approach and transaction price approach. The opposite would be true if the discounted cash flow approach results in a lower valuation than the market comparables approach and transaction price approach.

(6) The directional change from an increase in the weight ascribed to the transaction price approach would increase the fair value of the Level III investments if the transaction price approach results in a higher valuation than the market comparables approach and discounted cash flow approach. The opposite would be true if the transaction price approach results in a lower valuation than the market comparables approach and discounted cash flow approach.
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Valuations involve subjective judgments and may not accurately reflect realizable value. The assumptions above are determined by the Manager and reviewed by the Manager’s independent valuation advisor. A change in these assumptions or factors would impact the calculation of the value of our assets.

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5.Related Party Transactions

Management Agreement

On September 25, 2023, the Company entered into an Amended and Restated Management Agreement with the Manager (the “Management Agreement”). Pursuant to the Management Agreement, the Manager is responsible for sourcing, evaluating and monitoring the Company’s acquisition opportunities and making recommendations to the Company’s executive committee related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s objectives, guidelines, policies and limitations, subject to oversight by the Board.

Pursuant to the Management Agreement, the Manager is entitled to receive a management fee (the “Management Fee”) from the Company in an amount equal to (i) 1.25% per annum of the month-end net asset value (“NAV”) attributable to Class D Shares, Class I Shares and Class S Shares, (ii) 1.00% per annum of the month-end NAV for a 60-month period following June 1, 2023 (the “Initial Offering”) attributable to Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares (provided, in the case of Class U Shares, Class R-S Shares and Class R Shares, that such Class U Shares, Class R-S Shares and Class R Shares are purchased by an investor as part of an intermediary’s aggregate subscription for at least $100,000 during the 12-month period following the Initial Offering) and 1.25% per annum of the month-end NAV attributable to Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares thereafter, each before giving effect to any accruals for certain fees and expenses. Such Management Fee is calculated based on the Company’s transactional net asset value (“Transactional Net Asset Value”) which is the price at which the Company sells and repurchases its Shares.

KKR or its affiliates (and in the case of directors’ fees, KKR executives) are expected to be paid transaction fees and monitoring fees in connection with the acquisition, ownership, control and exit of Infrastructure Assets, and KKR or its affiliates are expected to be entitled to receive “break-up” or similar fees in connection with unconsummated transactions (“Other Fees”). The Management Fee payable in any monthly period is subject to reduction, but not below zero, by an amount equal to any Other Fees allocable to Investor Shares pursuant to the terms of the Management Agreement. The Manager, in its sole discretion, may forgo reimbursement by the Company of certain expenses incurred by the Manager or its affiliates (other than the Company and its subsidiaries) on behalf of the Company in each calendar month to the extent there remains any Other Fees that are not used to offset the Management Fee. Any Other Fees used to offset such expenses will not be applied again to offset future Management Fees.

For the three months ended March 31, 2025 and 2024, the Manager earned $10,129 and $3,767 in gross Management Fees, respectively.

For the three months ended March 31, 2025 and 2024, the Company offset Management Fees and certain operating expenses of $10,129 and $3,767, respectively.

As of March 31, 2025 and December 31, 2024, there were unapplied credits of $14,331 and $19,797, respectively, to be carried forward that relate to Other Fees earned.

As of March 31, 2025 and December 31, 2024, the Company did not owe a net Management Fee to the Manager. Pursuant to the Management Agreement, such amounts earned may be offset by the Manager against amounts due to the Company from the Manager.

Performance Participation Allocation

Under the LLC Agreement, for as long as the Management Agreement has not been terminated, the Class H Members may receive a Performance Participation Allocation from the Company.

KKR is allocated a “Performance Participation Allocation” equal to 12.5% of the Total Return attributable to Investor Shares subject to the annual Hurdle Amount and a High Water Mark, with a 100% Catch-Up (each as defined in the LLC Agreement). Such allocation will be measured and allocated or paid annually (excluding the initial Reference Period, as defined in the LLC Agreement) and accrued monthly (subject to pro-rating for partial periods). KKR may elect to receive the Performance Participation Allocation in cash and/or Class F Shares. Specifically, promptly following the end of each Reference Period (and at other times as described below), KKR is allocated a Performance Participation Allocation in an amount equal to:

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First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to KKR equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to KKR pursuant to this clause (any such amount, the “Catch-Up”); and

Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.

KKR will also be allocated a Performance Participation Allocation with respect to all Investor Shares that are repurchased in connection with repurchases of Shares in an amount calculated as described above with the relevant period being the portion of the “Reference Period” (which is the applicable year beginning on October 1 and ending on September 30 of the next succeeding year, with the initial Reference Period being the period from June 1, 2023 to September 30, 2024) for which such Shares were outstanding, and proceeds for any such Share repurchases will be reduced by the amount of any such Performance Participation Allocation. Such Performance Participation Allocation is calculated based on the Company’s Transactional Net Asset Value.

If the Performance Participation Allocation is paid in Class F Shares, such Shares may be repurchased at KKR’s request and will be subject to the repurchase limitations of our share repurchase plan.

A Performance Participation Allocation accrual of $21,988 and $6,642 was recorded as of March 31, 2025 and December 31, 2024 in the Consolidated Statements of Assets and Liabilities, respectively. The Consolidated Statements of Operations reflects a $15,358 and $4,077 Performance Participation Allocation for the three months ended March 31, 2025 and 2024, respectively.

During the three months ended March 31, 2025, the Company issued approximately 404 Class F Shares to KKR totaling $12 in satisfaction of the Performance Participation Allocation resulting from repurchases of Investor Shares by the Company during the three months ended March 31, 2025. For the three months ended March 31, 2024, the Company did not issue Class F Shares to KKR in satisfaction of the Performance Participation Allocation.

Dealer-Manager Agreement

On September 25, 2023, the Company entered into an Amended and Restated Dealer-Manager Agreement (as amended from time to time, the “Dealer-Manager Agreement”) with KKR Capital Markets LLC (the “Dealer-Manager”).

Pursuant to the Dealer-Manager Agreement, the Dealer-Manager solicits sales of the Company’s Shares authorized for issue in accordance with the Company’s confidential Private Placement Memorandum (the “PPM”) and provides certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the Dealer-Manager Agreement. The Dealer-Manager receives certain front-end sales charges, Distribution Fees, Servicing Fees and certain other fees as described in the PPM.

Refer to “Note 7. Credit Facility” for further discussion over additional transactions with the Dealer-Manager.

Distribution Fees and Servicing Fees

The Company will pay KKR Capital Markets LLC ongoing distribution and servicing fees (a) of 0.85% of NAV per annum for Class S Shares, Class R-S Shares and Class U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), payable monthly in arrears, as they become contractually due and (b) of 0.25% for Class D Shares and Class R-D Shares only (all of which constitutes payment for shareholder services, with no payment for distribution services) in each case as accrued, and payable monthly. Such Distribution Fee and Servicing Fee are calculated based on the Company’s Transactional Net Asset Value. None of Class I Shares, Class R Shares, Class E Shares, Class F Shares, Class G Shares and/or Class H Shares incur Distribution Fees or Servicing Fees. All or a portion of the Distribution Fee or Servicing Fee may be used to pay for sub-transfer agency, platform, sub-accounting and certain other administrative services. The Dealer-Manager (defined below) generally expects to reallow the Distribution Fee and the Servicing Fee to participating broker dealers or other intermediaries. The Company also pays for certain sub-transfer agency, sub-accounting and administrative services outside of the Distribution Fee and Servicing Fee.

Under GAAP, the Company accrues the cost of the Servicing Fees and Distribution Fees, as applicable, for the estimated life of the shares as an offering cost at the time the Company sells Class S Shares, Class U Shares, Class D Shares, Class R-
21


D Shares and Class R-S Shares. As of March 31, 2025 and December 31, 2024, the Company has accrued $144,505 and $$117,679, respectively, of Servicing Fees and Distribution Fees payable to the Dealer-Manager related to the Class S Shares, Class U Shares, Class D Shares, and Class R-D Shares sold.

Expense Limitation and Reimbursement Agreement

On December 16, 2023, the Company entered into a Second Amended and Restated Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager, which amended and restated the Amended and Restated Expense Limitation and Reimbursement Agreement, dated as of May 10, 2023. The Expense Limitation Agreement extended the Limitation Period (as defined in the Expense Limitation Agreement) to December 31, 2024. Pursuant to the Expense Limitation Agreement, the Manager will forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company, to the extent necessary so that, for any fiscal year, the Company’s annual Specified Expenses (defined below) do not exceed 0.60% of the Company’s net assets as of the end of each calendar month. “Specified Expenses” is defined to include all expenses incurred in the business of the Company, including organizational and offering costs, with the exception of (i) the management fee, (ii) the Performance Participation Allocation, (iii) the Servicing Fee, (iv) the Distribution Fee, (v) asset or entity level expenses, (vi) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, (vii) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (viii) taxes, (ix) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees and officers of the Company), (x) certain insurance costs and (xi) extraordinary expenses (as determined in the sole discretion of the Manager).

The Expense Limitation Agreement was in effect through and including December 31, 2024 and was not renewed by the Manager and the Company for a successive term. Under the Expense Limitation Agreement, the Company had agreed to carry forward the amount of the foregone management fees and/or expenses paid, absorbed or reimbursed by the Manager for a period not to exceed three years from the end of the month in which the Manager waived or reimbursed such fees or expenses and to reimburse the Manager for such fees or expenses in accordance with the Expense Limitation Agreement.

For the three months ended March 31, 2025, the Manager recouped expenses of $2,148 incurred by the Company, pursuant to the Expense Limitation and Reimbursement Agreement. For the three months ended March 31, 2024, the Manager did not recoup expenses incurred by the Company, pursuant to the Expense Limitation Agreement.

For the three months ended March 31, 2024, the Manager agreed to reimburse expenses of $1,923 incurred by the Company, pursuant to the Expense Limitation Agreement, which amount is subject to recoupment within a three years period. For the three months ended March 31, 2025, the Manager did not reimburse expenses incurred by the Company, pursuant to the Expense Limitation Agreement.

On the Company’s Consolidated Statement of Assets and Liabilities, as of March 31, 2025, the Company has recorded $8,801 as amounts Due to Manager and affiliates related to amounts paid by the Manager on behalf of the Company and amounts recouped under the Expense Limitation Agreement.

On the Company’s Consolidated Statement of Assets and Liabilities, as of December 31, 2024, the Company has recorded $10,361 as amounts Due to Manager and affiliates related to amounts paid by the Manager on behalf of the Company, amounts recouped under the Expense Limitation Agreement and payable for Infrastructure Assets acquired.

The following table reflects the amounts incurred by the Company and subject to recoupment pursuant to the Expense Limitation Agreement and the expiration for future possible recoupments by the Manager:

For the Three Months EndedAmountLast Expiration Date
December 31, 2022$932 December 31, 2025
March 31, 20232,963 March 31, 2026
June 30, 20231,771 June 30, 2026
September 30, 20233,906 September 30, 2026
December 31, 20232,474 December 31, 2026
March 31, 20241,923 March 31, 2027
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June 30, 2024454 June 30, 2027
Total$14,423 

As of March 31, 2025 and December 31, 2024, management believes that it is not probable for the Company to be required to reimburse the expenses waived by the Manager.

Line of Credit

On August 9, 2024, a wholly-owned subsidiary of the Company (collectively with future subsidiaries of the Company as may be added and removed from time to time, the “Line of Credit Borrowers”), entered into an unsecured, uncommitted line of credit (the “Line of Credit”) to provide for up to a maximum aggregate principal amount of $350,000 with KKR Alternative Assets LLC (the “Line of Credit Lender”), an affiliate of the Company.

The Line of Credit expires on August 8, 2025, subject to six-month extension options requiring the Line of Credit Lender’s approval. The applicable interest rate is a rate up to the then-current rate offered by a third-party lender or, if no such rate is available, up to the sum of the Secured Overnight Financing Rate (“SOFR”) applicable to such loan plus 3.25% per annum. Each advance under the Line of Credit is repayable on the earliest of (i) the 180th day following the earlier of (x) the Line of Credit Lender’s demand and (y) the expiration of the Line of Credit and (ii) if specified, the scheduled date of repayment for each such loan as set forth in the relevant loan request (the “Scheduled Repayment Date”), which date shall in no case be later than 364 days following the borrowing of such loan (unless the Line of Credit Lender, in its sole discretion, consents to a Scheduled Repayment Date that is later than 364 days following the borrowing of such loan). To the extent the Company has not repaid all loans and other obligations under the Line of Credit after a repayment event has occurred, the Company is obligated to apply excess available cash proceeds to the repayment of such loans and other obligations; provided that the Line of Credit Borrowers will be permitted to (i) make payments to fulfill any repurchase requests pursuant to the Company’s share repurchase plan or any excess tender offer on the terms described in the Company’s private placement memorandum, (ii) use funds to close any acquisition to which the Company committed to prior to receiving a demand notice, (iii) make elective distributions of an amount not to exceed amounts paid in the immediately preceding fiscal quarter and (iv) pay any taxes when due. The Line of Credit also permits voluntary prepayment of principal and accrued interest without any penalty other than customary breakage costs subject to the Lender’s discretion. Each Line of Credit Borrower may withdraw from the Line of Credit at the time all such obligations held by such Line of Credit Borrower to the Lender under the Line of Credit have been repaid to the Lender in full. The Line of Credit contains customary events of default. As is customary in such financings, if an event of default occurs under the Line of Credit, the Line of Credit Lender may accelerate the repayment of amounts outstanding under the Line of Credit and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period.

None of the Line of Credit Lender and its assignees shall have any recourse to any entities with interests in the Line of Credit Borrowers such as a general partner or investor, including the Company, or any of their respective assets for any indebtedness or other monetary obligation incurred under the Line of Credit.

As of March 31, 2025, the Line of Credit Borrowers did not have an outstanding balance under the Line of Credit. The carrying amount outstanding under the Line of Credit approximates its fair value as of March 31, 2025.

As of December 31, 2024, the Line of Credit Borrowers had an outstanding balance of $229,128 under the Line of Credit. The Line of Credit Borrowers and Line of Credit Lender agreed to a 0.00% per annum interest rate on all borrowings outstanding as of December 31, 2024.

The estimated fair value of the outstanding balance under the Line of Credit was $217,703 as of December 31, 2024. Fair value was estimated based on current rates available to the Company for debt of the same maturities and which would be considered Level 2 in the fair value hierarchy.
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6.Shareholders’ Equity

The following table is a summary of the movement in the Company’s outstanding Shares during the three months ended March 31, 2025:

Shares Outstanding as of December 31, 2024Shares Issued During the PeriodShares Repurchased During the PeriodShares Issued Upon Reinvestment of Distributions During the PeriodTransfers InTransfers OutShares Outstanding as of March 31, 2025
Class I Shares16,112,717 9,069,910 (10,840)115,443 52,173  25,339,403 
Class S Shares18,479,917 13,849,309 (5,493)125,250  (4,446)32,444,537 
Class U Shares47,010,082  (43,791)308,001  (9,422)47,264,870 
Class R-D Shares765,609   7,496   773,105 
Class R Shares29,417,967  (92,520)225,604 9,406  29,560,457 
Class D Shares1,107,237 355,792  8,679  (47,763)1,423,945 
Class E Shares40      40 
Class F Shares1,191,769 2,535  36   1,194,340 
Class G Shares40      40 
Class H Shares40      40 
Total114,085,418 23,277,546 (152,644)790,509 61,579 (61,631)138,000,777 

The following table is a summary of the movement in the Company’s outstanding Shares during the three months ended March 31, 2024:


Shares Outstanding as of December 31, 2023Shares Issued During the PeriodShares Repurchased During the PeriodShares Issued Upon Reinvestment of Distributions During the PeriodTransfers InTransfers OutShares Outstanding as of March 31, 2024
Class I Shares131,691 7,702    (131,691)7,702 
Class U Shares28,088,229 8,801,462 (4,060)152,681  (19,175)37,019,137 
Class R-D Shares353,076 113,222  2,577   468,875 
Class R Shares16,671,146 5,973,145 (9,644)112,345 150,856  22,897,848 
Class D Shares380   4   384 
Class R-S Shares 27,062     27,062 
Class E Shares40      40 
Class F Shares49,830 1,376  11   51,217 
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Class G Shares40      40 
Class H Shares40      40 
Total45,294,472 14,923,969 (13,704)267,618 150,856 (150,866)60,472,345 

Distribution Reinvestment Plan

The Company adopted a Distribution Reinvestment Plan (the “DRIP”) in which cash distributions to holders of the Company’s Shares will automatically be reinvested in additional whole and fractional Shares attributable to the class of Shares that a Shareholder owns unless such holders elect to receive distributions in cash. Shareholders may terminate their participation in the DRIP with prior written notice to us. Under the DRIP, Shareholders’ distributions are reinvested in Shares of the same class owned by the Shareholder for a purchase price equal to the most recently available NAV per Share. Shareholders will not pay a sales load when purchasing Shares under the DRIP; however, Class S Shares, Class D Shares, Class U Shares, Class R-S Shares and Class R-D Shares, including those issued under the DRIP, will be subject to applicable ongoing distribution and/or servicing fees.

Share Repurchases

The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that the Company repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under its share repurchase plan, or none at all, in its discretion at any time. In addition, the aggregate NAV of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R Shares and/or Class F Shares under its share repurchase plan will be limited to no more than 5% of our aggregate NAV attributable to such classes of shares per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

The following table summarizes the Shares repurchased during the three months ended March 31, 2025:

Share ClassRepurchase Price per ShareNumber of Shares RepurchasedGross Consideration
5% Early Repurchase Fee
Net Consideration
Shares repurchased on February 5, 2025:
Class R Shares$28.37 92,520 $2,625 $128 $2,497 
Class U Shares$28.35 43,791 1,242 59 1,183 
Class I Shares$28.38 10,840 308 15 293 
Class S Shares$28.40 2,693 76 4 72 
Shares repurchased on March 25, 2025:
Class S Shares$28.71 2,800 80  80 
Total152,644 $4,331 $206 $4,125 

The following table summarizes the Shares repurchased during the three months ended March 31, 2024:

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Share ClassRepurchase Price per ShareNumber of Shares RepurchasedGross Consideration
5% Early Repurchase Fee
Net Consideration
Shares repurchased on February 5, 2024:
Class U Shares$26.94 4,060 $109 $5 $104 
Class R Shares$26.96 9,644 260 13 247 
Total13,704 $369 $18 $351 

Early Repurchase Fee

Under the Company’s share repurchase plan, requests for repurchase are subject to an early repurchase fee (the “Early Repurchase Fee”) of 5.0% of the NAV of the Investor Shares repurchased from a Shareholder if Investor Shares are repurchased within 24 months of the original issue date of such Shares.

7.Credit Facility

Revolving Credit Agreement

On April 3, 2024, certain subsidiaries (collectively, the “Borrowers”) of the Company entered into a revolving credit agreement (as amended from time to time, the “Credit Agreement”) with Mizuho Bank, Ltd., as joint lead arranger, administrative agent and collateral agent, KKR Capital Markets LLC, an indirect subsidiary of KKR & Co. Inc. and affiliate of the Company, as joint lead arranger, and the lenders party thereto. On April 3, 2024, the Company remitted $750 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the Credit Agreement.
Under the Credit Agreement, the lenders have agreed to make credit available to the Borrowers in an aggregate initial principal amount of up to $150,000, with an uncommitted accordion feature that would allow the Borrowers to increase the commitment to up to $1,000,000 in the aggregate. The obligations of the Borrowers and guarantors under the Credit Agreement are secured by a pledge of certain accounts of such Borrowers and guarantors. The Credit Agreement matures on April 2, 2027, unless there is an earlier termination or an acceleration following an event of default.

On September 30, 2024, the Borrowers entered into an amendment (the “First Amendment”) to the Credit Agreement. Pursuant to the First Amendment, the credit available to the Borrowers was increased by $150,000 to an aggregate principal amount of $300,000. On September 30, 2024, the Company remitted $750 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the First Amendment.

On October 9, 2024, the Borrowers entered into a second amendment (the “Second Amendment”) to the Credit Agreement. Pursuant to the Second Amendment, the credit available to the Borrowers was increased by $100,000 to an aggregate principal amount of $400,000. On October 9, 2024, the Company remitted $500 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the Second Amendment.

On March 20, 2025, the Borrowers entered into a third amendment (the “Third Amendment” and, together with the First Amendment and the Second Amendment, the “Credit Agreement Amendments”) to the Credit Agreement. Pursuant to the Third Amendment, the credit available to the Borrowers was increased by $150,000 to an aggregate principal amount of $550,000. On March 20, 2025, the Company remitted $750 to the Dealer-Manager, an affiliate of the Company, for arranger fees related to the Third Amendment.

Except as described above, the material terms of the Credit Agreement remain unchanged by the Credit Agreement Amendments.

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Advances under the Credit Agreement denominated in U.S. dollars bear interest, at the relevant Borrower’s option, at (i) daily or term SOFR plus a spread of 3.25% per annum or (ii) a reference rate plus a spread of 2.25% per annum. Advances under the Credit Agreement denominated in currencies other than U.S. dollars will bear interest at certain local rates consistent with market standards plus a spread of 3.25% per annum. If the usage under the Credit Agreement is less than 50% of the aggregate commitments under the Credit Agreement, the Borrowers of the Company shall pay an unused fee of 0.50% per annum of the principal obligations. If the usage under the Credit Agreement is equal to or greater than 50% of the aggregate commitments under the Credit Agreement, the Borrowers of the Company shall pay an unused fee of 0.40% per annum of the principal obligations.

Under the terms of the Credit Agreement, the Company is subject to customary affirmative and negative covenants.

The Company incurred $16,037 of costs associated with entry into the Credit Agreement and Credit Agreement Amendment. These costs have been capitalized within Deferred financing costs on the Consolidated Statement of Assets and Liabilities. As of March 31, 2025 and December 31, 2024, total remaining unamortized deferred financing costs for the Credit Agreement was $12,412 and $10,597, respectively.

As of March 31, 2025 and December 31, 2024, the Borrowers did not have an outstanding balance under the Credit Agreement. The carrying amount outstanding under the Credit Agreement approximates its fair value as of March 31, 2025 and December 31, 2024.

8.Distributions

The net distribution per share declared on each class of the Company’s shares is determined by subtracting estimated shareholder servicing fees and distribution fees per share applicable for such class from the gross distribution per share which is the same for all classes of the Company’s shares. Such shareholder servicing fees and distribution fees per share are payable to the Dealer-Manager as they become contractually due.

The following table details aggregate quarterly distributions per share declared to shareholders as of applicable record date for each applicable class of the Company’s shares for each of the three months ended March 31, 2025:

Record DateClass I SharesClass S SharesClass U SharesClass R-D SharesClass R SharesClass D SharesClass E SharesClass F Shares
March 31, 2025$0.3100 $0.2481 $0.2482 $0.2918 $0.3100 $0.2918 $0.3100 $0.3100 
Total$0.3100 $0.2481 $0.2482 $0.2918 $0.3100 $0.2918 $0.3100 $0.3100 

The distributions for each class of shares were payable to holders of record at the close of business on March 31, 2025, with payment on April 25, 2025. The net distributions were paid in cash or reinvested in shares of the Company for shareholders participating in the Company’s DRIP.


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9.Commitments and Contingencies
Litigation

The Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

Funding Commitments and Others

As of March 31, 2025 and December 31, 2024, KKR had unfunded commitments consisting of $175,131 and $270,356, respectively, related to its investment in Infrastructure Assets.
Indemnification
Under the LLC Agreement and organizational documents, the members of the Board, officers of the Company, the Manager, KKR, and their respective affiliates, directors, officers, representatives, agents and employees are indemnified against certain liabilities arising out of the performance of their duties to the Company. In the normal course of business, the Company enters into contracts that contain a variety of representations and that provide general indemnifications. The Company’s maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Company.
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10.Financial Highlights

The following is a schedule of the financial highlights of the Company attributed to each class of shares for the period from January 1, 2025 through March 31, 2025:

Class I SharesClass S SharesClass U SharesClass R-D SharesClass R SharesClass D SharesClass E SharesClass F SharesClass G SharesClass H Shares
Per share data attributed to shares (1)
Net asset value per share at beginning of period (January 1, 2025)$28.38 $26.51 $26.67 $27.85 $28.37 $27.81 $29.33 $29.33 $31.07 $31.06 
Consideration from the issuance of shares0.02 0.95    0.16     
Repurchases of shares          
Reinvestment of distributions 0.01 0.01        
Transfers in          
Transfers out     (0.02)    
Early repurchase fee (2)
          
Distributions declared (3)
(0.31)(0.25)(0.25)(0.29)(0.31)(0.29)(0.31)(0.31)  
Net increase (decrease) in net assets resulting from capital activity(0.29)0.71 (0.24)(0.29)(0.31)(0.15)(0.31)(0.31)  
Net investment (loss) income (2)
0.06 0.06 0.07 0.07 0.07 0.06 0.20 0.19 0.20 0.20 
Net realized gain (loss) and change in unrealized appreciation (depreciation) (4)
0.66 0.67 0.64 0.65 0.65 0.67 0.71 0.68 0.71 0.72 
Net increase (decrease) in net assets resulting from operations0.72 0.73 0.71 0.72 0.72 0.73 0.91 0.87 0.91 0.92 
Accrued shareholder servicing fees and distribution fees (2)
 (1.02)(0.04)(0.01) (0.16)    
Net asset value per share at the end of period (March 31, 2025)$28.81 $26.93 $27.10 $28.27 $28.78 $28.23 $29.93 $29.89 $31.98 $31.98 
Weighted average shares outstanding at end of period (March 31, 2025)22,171,667 27,984,332 47,280,957 773,022 29,585,261 1,278,689 40 1,194,075 40 40 
Ratio/Supplemental data for Shares (not annualized):
Ratios to net asset value: (5)
Operating expenses before Performance Participation Allocation (6) (7)
0.15 %0.16 %0.16 %0.15 %0.15 %0.15 %0.15 %0.15 %0.15 %0.15 %
Operating expenses before expenses reimbursed and/or recouped by Manager (6) (7)
0.06 %0.06 %0.06 %0.06 %0.06 %0.06 %0.06 %0.06 %0.05 %0.05 %
Operating expenses after expenses reimbursed and/or recouped by Manager (6) (7)
0.21 %0.22 %0.22 %0.21 %0.21 %0.21 %0.21 %0.21 %0.20 %0.20 %
Performance Participation Allocation (6)
0.42 %0.45 %0.43 %0.42 %0.40 %0.43 % % % % %
Total operating expenses (6) (8) (9)
0.63 %0.67 %0.65 %0.63 %0.61 %0.64 %0.21 %0.21 %0.20 %0.20 %
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Net investment income (loss) (6)
0.20 %0.21 %0.25 %0.24 %0.24 %0.21 %0.64 %0.64 %0.64 %0.64 %
Total GAAP return attributed to Shares based on net asset value (10)
2.61 %2.53 %2.55 %2.55 %2.54 %2.55 %3.10 %2.97 %2.93 %2.96 %

The following is a schedule of the financial highlights of the Company attributed to each class of shares for the period from January 1, 2024 through March 31, 2024:

Class I SharesClass U SharesClass R-D SharesClass R SharesClass D SharesClass R-S SharesClass E SharesClass F SharesClass G SharesClass H Shares
Per share data attributed to shares (1)
Net asset value per share at beginning of period (January 1, 2024)$26.96 $25.16 $26.41 $26.96 $26.61 $ $27.47 $27.49 $27.94 $27.94 
Consideration from the issuance of shares(0.02)0.45 0.13   27.28     
Repurchases of shares          
Reinvestment of distributions 0.01         
Transfers in          
Transfers out          
Accrued shareholder servicing fees and distribution fees (2)
 (0.50)(0.15) (0.15)(1.34)    
Early repurchase fee (2)
          
Distributions declared (3)
(0.28)(0.22)(0.26)(0.28)(0.26)(0.22)(0.28)(0.28)  
Net investment (loss) income (2)
0.02 0.01 0.01 0.01 0.01 0.01 0.08 0.08 0.08 0.08 
Net realized gain (loss) and change in unrealized appreciation (depreciation) (4)
0.51 0.50 0.52 0.50 0.46 0.18 0.52 0.50 0.52 0.52 
Net increase (decrease) in net assets attributed to shareholders$0.23 $0.25 $0.25 $0.23 $0.06 $(1.37)$0.32 $0.30 $0.60 $0.60 
Net asset value per share at the end of period (March 31, 2024)$27.19 $25.41 $26.66 $27.19 $26.67 $25.91 $27.79 $27.79 $28.54 $28.54 
Net assets at end of period (March 31, 2024)$209 $940,548 $12,498 $622,628 $11 $701 $1 $1,423 $1 $1 
Shares outstanding at end of period (March 31, 2024)7,702 37,019,137 468,875 22,897,848 384 27,062 40 51,217 40 40 
Weighted average shares outstanding at end of period (March 31, 2024)2,868 34,045,073 424,709 20,669,214 384 27,062 40 51,217 40 40 
Ratio/Supplemental data for Shares (not annualized):
Ratios to average net asset value: (5)
Operating expenses before Performance Participation Allocation (6) (7)
0.16 %0.18 %0.17 %0.17 %0.17 %0.06 %0.17 %0.17 %0.17 %0.17 %
Operating expenses before expenses reimbursed and/or recouped by Manager (6) (7)
0.52 %0.60 %0.58 %0.57 %0.58 %0.18 %0.30 %0.30 %0.30 %0.30 %
Operating expenses after expenses reimbursed and/or recouped by Manager (6) (7)
0.45 %0.47 %0.45 %0.44 %0.44 %0.16 %0.17 %0.17 %0.17 %0.17 %
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Operating expenses after Performance Participation Allocation (6) (8)
0.45 %0.47 %0.45 %0.44 %0.44 %0.16 %0.17 %0.17 %0.17 %0.17 %
Net investment income (loss) (6)
0.07 %0.02 %0.02 %0.02 %0.02 %0.02 %0.29 %0.29 %0.29 %0.29 %
Total return attributed to Shares based on net asset value (10)
1.89 %1.87 %1.93 %1.89 %1.20 %(4.22)%2.18 %2.11 %2.15 %2.15 %

(1) Per share data may be rounded in order to recompute the ending net asset value per share.

(2) The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3) The per share data for distributions declared reflect the actual amount of distributions declared per share during the applicable period.

(4) The amount shown is the balancing amount derived from the other figures in the schedule. The amount shown for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in Infrastructure Assets for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

(5) Actual results may not be indicative of future results. Additionally, an individual Shareholder’s ratios may vary from the ratios presented for a share class as a whole.

(6) Weighted average net assets during the applicable period are used for this calculation.

(7) Ratios presented before accounting for the accrual of the Performance Participation Allocation.

(8) Ratios presented after accounting for the accrual of the Performance Participation Allocation.

(9) Ratios presented after expenses reimbursed and/or recouped by Manager.

(10) The Total return is calculated for each share class as the change in the net asset value for such share class during the period plus any distributions per share declared in the period, and assumes any distributions are reinvested in accordance with the Company’s distribution reinvestment plan. Amounts are not annualized and are not representative of total return as calculated for purposes of the Performance Participation Allocation as described in “Note 5. Related Party Transactions.” The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by Shareholders in the purchase of the Company’s shares.
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11.Income Taxes

The Company operates so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended, and not as a publicly traded partnership taxable as a corporation. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that the Company will be considered a publicly traded partnership and will not meet the qualifying income exception, which would result in the Company being treated as a publicly traded partnership and taxed as a corporation, rather than as a partnership. In such case, the members would then be treated as shareholders in a corporation, and the Company would become taxable as a corporation for U.S. federal, state and/or local income tax purposes. The Company would be required to pay income tax at corporate rates on its net taxable income.

In addition, the Company operates, in part, through subsidiaries that may be treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

For the three months ended March 31, 2025 and 2024, the effective tax rates were 3.1% and 1.0%, respectively. For both the three months ended March 31, 2025 and 2024, the primary items giving rise to the difference between the 0.0% federal statutory rate applicable to partnerships and the effective tax rate is due to U.S. federal, state and local taxes on income from the Company’s subsidiaries that are treated as corporations for U.S. federal, state or local purposes.

12.Segment Reporting

The Company operates through a single operating and reporting segment with a principal objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation. The Company’s CEO acts as the Company’s chief operating decision maker (the “CODM”) and is responsible for assessing performance and allocating resources with respect to the Company. The CODM has concluded that the Company operates as a single operating segment because the Company has a single investment strategy, as disclosed in the Company’s PPM, against which the CODM assesses the Company’s performance. In addition to other metrics, the CODM uses net increase (decrease) in net assets resulting from operations as a key metric to assess the Company’s performance. As the Company’s investment operations comprise a single reporting segment, the segment assets are the same assets that are reported in the Consolidated Statements of Assets and Liabilities, and significant segment expenses are the same as those listed on the Consolidated Statements of Operations.

13.Subsequent Events
Unregistered Sales of Equity Securities

On April 1, 2025, the Company sold the following Investor Shares of the Company (with the final number of shares determined on April 18, 2025) to third party investors for cash:

ClassNumber of Shares SoldConsideration
Class S Shares3,662,871 $105,853 
Class I Shares3,307,115 95,502 
Class D Shares130,897 3,778 
Total$205,133 

Distribution Reinvestment Plan

On April 25, 2025, pursuant to the DRIP, the Company issued approximately 184,119 Class I Shares, approximately 222,847 Class S Shares, approximately 308,871 Class U Shares, approximately 7,697 Class R-D Shares, approximately 228,170 Class R Shares, approximately 11,601 Class D Shares and approximately 41 Class F Shares, for aggregate consideration of $27,815 from the reinvestment in shares of the Company for shareholders participating in the DRIP.

Share Repurchases

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The Company has a share repurchase plan, whereby on a quarterly basis, Shareholders may request that the Company repurchase all or any portion of their Shares. The aggregate NAV of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-D Shares, Class R-S Shares, Class R Shares and Class F Shares, if any, will be limited to no more that 5.0% of the NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

The following table summarizes the Shares repurchased on May 5, 2025:

Share ClassRepurchase Price per ShareNumber of Shares RepurchasedGross Consideration
5% Early Repurchase Fee
Net Consideration
Class U Shares$28.85 120,209 $3,468 $140 $3,328 
Class R Shares$28.87 50,608 1,461 70 1,391 
Class S Shares$28.90 24,384 705 35 670 
Class I Shares$28.88 13,771 398 20 378 
Class R-D Shares$28.86 1,285 37  37 
Total210,257 $6,069 $265 $5,804 

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

All dollar amounts in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are in thousands, unless otherwise noted.
Overview
KKR Infrastructure Conglomerate LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) was formed on September 23, 2022 as a limited liability company under the laws of the state of Delaware, and we operate our business in a manner permitting us to be excluded from the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are a holding company that seeks to acquire, own and control portfolio companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held (“Infrastructure Assets”), with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation. Our Infrastructure Assets includes existing companies, businesses, hard assets, properties and other assets, and may also include new companies, businesses and projects. The Company commenced principal operations on June 1, 2023.

We have been established by KKR to own and control joint ventures (“Joint Ventures”) that, directly or indirectly, own majority and/or primarily controlling stakes in Infrastructure Assets, and to a lesser extent, Joint Ventures that own influential yet non-controlling stakes in Infrastructure Assets. We acquire, own and control Infrastructure Assets through Joint Ventures in the geographies where KKR is active, including North America, Western Europe and Asia Pacific. Over time, we expect to acquire Infrastructure Assets that generate attractive risk-adjusted returns, using proceeds raised from future offerings of our securities, and distributions from Infrastructure Assets, and by opportunistically recycling capital generated from dispositions of Infrastructure Assets.

A key part of our strategy is to form joint ventures by pooling capital with KKR Vehicles (defined below) that target acquisitions of Infrastructure Assets that are compatible with our business strategy. We expect that we will own nearly all of our Infrastructure Assets through Joint Ventures alongside one or more KKR Vehicles and that the Joint Ventures will be managed in a way that reflects the commonality of interests between the KKR Vehicles and the Company. The Company and the KKR Vehicles in a Joint Venture both have a shared interest in maximizing value of the Joint Venture, and we believe that a joint acquisition strategy that pools the resources of the KKR Vehicles and the Company leads to greater opportunities to gain sufficient influence or control over Infrastructure Assets and leverages KKR’s operations-oriented management approach to value creation with the objective of achieving both current income and capital appreciation for all interest holders in the Joint Venture. We currently own, and expect to own in the future, all or substantially all of our Infrastructure Assets directly or indirectly through one of our wholly-owned holding companies formed to acquire, own and control Infrastructure Assets (the “Operating Subsidiaries”). In turn, each Operating Subsidiary holds our interests in Infrastructure Assets and Joint Ventures through one or more corporations, limited liability companies or limited partnerships. We expect that most of our Joint Ventures will own a majority of, and/or have primary control over, the underlying Infrastructure Asset. The Company and the applicable KKR Vehicle will hold the interests in each Infrastructure Asset as co-general partners of the relevant Joint Venture, but the relative economic interests in such Joint Venture will vary from acquisition to acquisition. In limited circumstances, we may also invest some portion of our capital into Infrastructure Assets indirectly through vehicles we do not control. We may occasionally be a passive investor into a vehicle that holds an investment in a single Infrastructure Asset. We may also make investments into vehicles controlled by an external adviser where we do not have direct input into the underlying investments.

We expect that, in the ordinary course, our acquisitions of Infrastructure Assets, whether made through our Joint Ventures or, to a lesser extent, our other acquisition strategies, will make up approximately 85% of our assets (with no more than 15% of our assets made up of Joint Ventures and Infrastructure Assets located in countries that are not members of the OECD). Additionally, we expect that approximately 15% of our assets will consist of cash and cash equivalents and foreign currencies at fair value, U.S. Treasury securities, U.S. government agency securities, municipal securities, other sovereign debt, investment grade credit, and other investments including high yield credit, asset-backed securities, mortgage backed securities, collateralized loan obligations, leveraged loans and/or debt of companies or assets (which may
34


include (i) securities or loans of KKR portfolio companies and/or (ii) funds invested in any of the foregoing managed by KKR or affiliates thereof) (collectively, the “Liquidity Portfolio”) in each case in order to provide us with income, to facilitate capital deployment and to provide a potential source of liquidity. These types of liquid assets may exceed 15% of our assets at any given time due to new subscriptions, shareholder participation in our share repurchase program, distributions from, or dispositions of, Infrastructure Assets or for other reasons as KKR DAV Manager LLC (our “Manager”) determines. In addition to the target of 15% for our Liquidity Portfolio, we intend to abide by certain other guidelines on our overall portfolio construction. We will not acquire any cryptocurrency. Additionally, (a) no more than 5% of our assets will consist of interests in “blind pools” and (b) no more than 10% of our assets will consist of publicly traded equity securities (not including any Infrastructure Asset that becomes publicly traded during the term of our ownership or acquisitions in connection with take-private transactions).

We may also opportunistically acquire a limited amount of indirect exposure to multiple Infrastructure Assets by acquiring interests in multi-asset vehicles controlled by an investment manager (“commingled funds”), which may include newly formed funds and “continuation vehicles.” The Company may invest into vehicles managed by an affiliate of KKR or it may invest into vehicles managed by third parties, primarily through secondary transactions with existing limited partners but also through direct subscription with the sponsor(s) of such vehicles. Our acquisition strategy may also include equity-like investments in preferred and/or structured equity securities as well as credit and debt strategies. While none of these approaches are principal to the Company’s business strategy, we believe that in certain circumstances, such investments may complement the Joint Venture strategy as a ready source of capital deployment at efficient prices, and may otherwise help the Company achieve its objective of generating attractive risk-adjusted returns for shareholders (“Shareholders”). To the extent we pursue any of the foregoing approaches, we expect to do so in a manner consistent with maintaining our exclusion from registration under the Investment Company Act.

The funds, investment vehicles and accounts managed, now or in the future, by KKR, the Manager or any of their respective affiliates (excluding for this purpose, KKR proprietary entities), including funds, investment vehicles and accounts pursuing the following strategies: private equity (including growth equity, impact, and core strategies), credit (including (i) leveraged credit strategies, including leveraged loan, high-yield bond, opportunistic credit and revolving credit strategies, and (ii) alternative credit strategies, including strategic investments and private credit strategies such as direct lending and private opportunistic credit (or junior mezzanine debt) acquisition strategies), and real asset strategies (including real estate, energy and infrastructure strategies), are collectively referred to herein as “KKR Vehicles.”

We conduct a continuous private offering of the following investor shares on a monthly basis: Class S Shares, Class D Shares and Class I Shares (collectively with the Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares, the “Investor Shares” and, collectively with the Class E Shares, Class F Shares, Class G Shares and Class H Shares, the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act, including under Regulation D and Regulation S, (i) to accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act) (the “Private Offering”).
Recent Developments

Infrastructure Assets Activities

During the three months ended March 31, 2025, the Company acquired indirect interests in Infrastructure Assets, as follows:

Infrastructure AssetDescription
Dawsongroup plcDawsongroup plc is a full-service lessor of commercial vehicles and refrigerated storage units based in the United Kingdom, with a young and diversified fleet of over 32,000 assets available to its customer base.
EniliveEnilive, based in Europe, is one of the largest global biofuel producers and distributors with a 10-year track record of success owns a portfolio of over 5,000 fueling and retail service locations.
Queensland Airports Limited
Queensland Airports Limited (“QAL”) is a diversified portfolio of four airports serving the fast-growing Gold Coast and other parts of north-east Australia.

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During the three months ended March 31, 2025, the Company acquired incremental indirect interests in Encavis AG, Greenvolt Energias Renovaveis SA, Nxera MY Pte Ltd., Sempra Infrastructure LLC and Zenobe Energy Ltd as well as indirect interests in Salisbury Topco Limited and SMA Topco Limited for $183,189 in the aggregate.

As of March 31, 2025, the Company’s Infrastructure Assets were comprised of over 800 underlying assets that operate in more than 25 countries, primarily across key developed markets in Europe and North America. The charts below present the diversification of our Infrastructure Assets by sector and geography as of March 31, 2025, based upon the fair value of the Infrastructure Assets and the allocable share of our Infrastructure Assets’ operations based on revenue, respectively (percentages in the graphs may not foot due to rounding).

38482906996953848290699696

Business Environment

Beginning in March 2025 and continuing through the date of the filing of this Quarterly Report on Form 10-Q, the United States and countries around the world have experienced elevated levels of market volatility and uncertainty driven principally by geopolitical and global trade concerns, including, in particular, the announcements of the imposition of tariffs by the United States on certain of its trading partners in April 2025 and certain retaliation by such trade partners. This volatility and uncertainty add to the various risks and uncertainties in the business environment in which we operate and may have various impacts, including on the valuations of certain of our Infrastructure Assets, the pace and volume of our deployments and realizations, and our fundraising activities.

Revolving Credit Facility Upsize

On March 20, 2025, certain indirect subsidiaries of the Company (the “Borrowers”) entered into the Third Amendment to the Credit Agreement (each as defined in “Note 7. Credit Facility” to our consolidated financial statements in this Quarterly Report on Form 10-Q). Pursuant to the Third Amendment, the credit available to the Borrowers was increased by $150,000 to an aggregate principal amount of $550,000.

Except as described above, the material terms of the Credit Agreement remain unchanged by the Credit Agreement Amendments. See “Note 7. Credit Facility” to our consolidated financial statements in this Quarterly Report on Form 10-Q for additional information.

Results of Operations
We are dependent upon the proceeds from our continuous Private Offering in order to conduct our business. We intend to acquire Infrastructure Assets with the capital received from our continuous Private Offering and any indebtedness that we may incur in connection with such activities.

A discussion of the results of operations for the three months ended March 31, 2025 is as follows:

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Operating Results Highlights

During the three months ended March 31, 2025, we raised aggregate subscription proceeds of $664,561 related to Investor Shares. The subscription proceeds were used to acquire additional interests in existing Infrastructure Assets and we have deployed unused subscription proceeds in money market assets.

The details of total returns on Investor Shares are shown in the following table:

Transactional Net Asset Value Total Returns (1)
Class I SharesClass S SharesClass U SharesClass R-D SharesClass R SharesClass D Shares
Class R-S Shares (2)
Inception DateJuly 3, 2023May 1, 2024June 1, 2023October 2, 2023June 1, 2023July 3, 2023March 1, 2024
Three months ended March 31, 20252.86 %2.64 %2.64 %2.80 %2.86 %2.80 %— %
Inception to date annualized March 31, 202510.30 %Not applicable11.55 %10.68 %12.50 %10.00 %Not applicable

(1) “Three months ended” for a given share class, means total return for the respective calendar period. “Inception to date annualized”, for a given share class, means total return annualized based on the inception date. Past performance is not indicative of future results. Total returns shown reflect the percent change in our Transactional Net Asset Value per share from the beginning of the applicable period, plus the amount of any distribution per Share declared in the period, and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. For share classes without twelve months of performance, we have not included the inception to date annualized total return.

(2) On May 1, 2024, all of the Company's outstanding Class R-S Shares were converted into Class S Shares and there were
no outstanding Class R-S Shares as of May 31, 2024.

Consolidated Results of Operations (GAAP Basis - Unaudited)

The following is a discussion of our consolidated results of operations on a GAAP basis for the three months ended March 31, 2025 and 2024. You should read this discussion in conjunction with the financial statements and related notes included elsewhere in this report.

Three Months Ended March 31,
20252024Change
Investment income
Dividend and other income$31,366 $6,905 $24,461 
Total investment income31,366 6,905 24,461 
Operating expenses
Performance participation allocation15,358 4,077 11,281 
Management fee expense10,129 3,767 6,362 
General and administration expenses1,640 1,393 247 
Professional fees1,904 2,393 (489)
Interest expense1,831 — 1,831 
Directors' fees and expenses127 139 (12)
Deferred offering costs amortization— 495 (495)
Total operating expenses30,989 12,264 18,725 
Less: Expenses reimbursed by Manager— (1,923)1,923 
Add: Expenses recouped by Manager2,148 — 2,148 
Less: Management fee and expense credits(10,129)(3,767)(6,362)
Net operating expenses23,008 6,574 16,434 
Net investment income (loss) before income taxes8,358 331 8,027 
Net investment income (loss)8,358 331 8,027 
Net realized gain (loss) on investments, foreign currency and foreign currency forward contracts
Net realized gain (loss) on
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Foreign currency772 (274)1,046 
Foreign currency forward contracts(414)— (414)
Total net realized gain (loss)358 (274)632 
Net change in unrealized appreciation (depreciation) on investments, foreign currency, foreign currency translation and foreign currency forward contracts
Net change in unrealized appreciation (depreciation) before income taxes on
Investments65,982 29,713 36,269 
Foreign currency24 — 24 
Foreign currency translation101,852 (16,215)118,067 
Foreign currency forward contracts(77,171)14,982 (92,153)
Total net change in unrealized appreciation (depreciation) before income taxes90,687 28,480 62,207 
Provision for (benefit from) income taxes2,981 285 2,696 
Total net change in unrealized appreciation (depreciation) after income taxes87,706 28,195 59,511 
Net increase in net assets resulting from operations$96,422 $28,252 $68,170 

Investment Income

We generate investment income primarily from our long-term ownership and operation of Joint Ventures and Infrastructure Assets and investments in our Liquidity Portfolio which may consist of dividend income, interest income, and net realized gains or losses and net change in unrealized appreciation or depreciation of Infrastructure Assets.

As the majority of our assets consist of long-term ownership and operation of Joint Ventures and Infrastructure Assets, the majority of the revenue we generate is in the form of dividend income. Dividend income is not equivalent to the gross revenue produced at the Infrastructure Asset level, but is instead the amount of cash that is distributed from the Infrastructure Asset to the Company from time to time after paying for all Infrastructure Asset level expenses and debt obligations. Thus, the presentation of investment income in our consolidated financial statements differs from the traditional presentation shown in the consolidated financial statements of entities not prepared in accordance with Accounting Standards Codification 946, Financial Services—Investment Companies (“ASC 946”), and, most notably, is not equivalent to revenue as one might expect to see in consolidated financial statements not prepared in accordance with ASC 946.

Dividend income from our Infrastructure Assets is recorded on the date when cash is received from the relevant Infrastructure Asset, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from an Infrastructure Asset is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

Dividend and other income increased $24,461 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Expenses

Total operating expenses increased $18,725 for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, respectively. We commenced principal operations on June 1, 2023, and as such, we have recognized additional operating expenses in the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

The Manager recouped expenses of $2,148 incurred by the Company for the three months ended March 31, 2025, pursuant to the Expense Limitation Agreement, respectively. No such expenses were recouped during the three months ended March 31, 2024.

The Manager agreed to reimburse operating expenses of $1,923 incurred by the Company for the three months ended March 31, 2024, pursuant to the Expense Limitation Agreement. The amounts are subject to recoupment within a three year period. No such expenses were reimbursed during the three months ended March 31, 2025.
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The Performance Participation Allocation (as defined below) increased $11,281 for the three months ended March 31, 2025, respectively, as compared to the three months ended March 31, 2024. For the three months ended March 31, 2025 and 2024, the Company accrued $15,358 and $4,077 of a Performance Participation Allocation, respectively.

For the three months ended March 31, 2025 and 2024, the Manager earned $10,129 and $3,767 in gross Management Fees (as defined below), respectively. For the three months ended March 31, 2025 and 2024, the Company offset Management Fees and certain operating expenses of $10,129 and $3,767.

Going forward, we expect our primary expenses to be the payment of a management fee (“Management Fee”) pursuant to the amended and restated management agreement entered into between the Company and the Manager (the “Management Agreement”), as well as a performance participation allocation (“Performance Participation Allocation”) to KKR. We will also bear other capital and operating expenses.

Net Investment Income (Loss)

For the three months ended March 31, 2025 and 2024, the Company recognized net investment income (loss) of $8,358 and $331, respectively.

Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Foreign Currency, Foreign Currency Translation and Foreign Currency Forward Contracts

Net realized gain (loss) and net unrealized appreciation (depreciation) from our investments, foreign currency and foreign currency translation of assets and liabilities denominated in foreign currencies are reported separately on the Consolidated Statements of Operations. We measure realized gain or loss as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in investments values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when appreciation or depreciation is realized.

For the three months ended March 31, 2025 and 2024, we recorded a $772 and $(274) realized gain (loss) on foreign currency related to the settlement of cash denominated in a foreign currency, respectively.

For the three months ended March 31, 2025, we recorded a $414 realized loss on the settlement of foreign currency forward contracts. We did not record a realized gain (loss) on the settlement of foreign currency forward contracts for the three months ended March 31, 2024.

We recorded a net change in unrealized appreciation before income taxes of $90,687 and $28,480 for the three months ended March 31, 2025 and 2024, respectively. This net change in unrealized appreciation before income taxes for the three months ended March 31, 2025 and 2024 includes unrealized appreciation on investments of $65,982 and $29,713, respectively, related to the change in value of Infrastructure Assets; unrealized appreciation on foreign currency of $24 and $—, respectively, related to the change in value based upon changes in foreign currency exchange rates; unrealized appreciation (depreciation) on foreign currency translation of $101,852 and $(16,215), respectively, related to the change in value based upon changes in foreign currency exchange rates; and unrealized appreciation (depreciation) on foreign currency forward contracts of $(77,171) and $14,982, respectively.

We recorded a total net change in unrealized appreciation after income taxes of $87,706 and $28,195 for the three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025 and 2024, the total net change in unrealized appreciation includes a provision for income taxes of $2,981 and $285 and on the holdings of certain equity investments in taxable subsidiaries, respectively.

Changes in Net Assets resulting from Operations

For the three months ended March 31, 2025, we recorded a net increase in net assets resulting from operations of $96,422. The increase in net assets primarily relates to our unrealized appreciation related to the change in value of Infrastructure Assets and unrealized appreciation related to foreign currency translation based upon changes in foreign currency exchange rates, partially offset by our unrealized depreciation related to foreign currency forward contracts.

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Investment Company Accounting Considerations

Since the Company’s consolidated financial statements are prepared using the specialized accounting principles of ASC 946, our Manager produces an estimate of the fair market value of each of our Infrastructure Assets monthly. When valuing our Infrastructure Assets, net operating earnings generated at the Infrastructure Assets level are included in our valuation models. While the valuation models take into account all revenue, distributions from each of our Infrastructure Assets may be more or less than that included in our valuation models each period due to various cash flow considerations. As an example, since many of our Infrastructure Assets are held in tax partnership structures, or in related entities with bank-financed Infrastructure Assets level debt, the Company may be contractually limited in its ability to make dividend distributions from Infrastructure Assets to the Company. Since Infrastructure Assets are not consolidated with the Company under ASC 946, in many cases, the net income from operations earned by an Infrastructure Asset may not be distributed to the Company in its entirety. While this non-distributed income is included in the calculation of fair value and net change in unrealized appreciation or depreciation on investments, it is not included in net investment income or loss on the Consolidated Statements of Operations.
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Transactional Net Asset Value

We calculate net asset value per Share in accordance with valuation policies and procedures that have been approved by our Board. Our Transactional Net Asset Value is the price at which we sell and repurchase our Shares. Our GAAP net asset value (“GAAP Net Asset Value”) is our net asset value determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following table provides a breakdown of the major components of our Transactional Net Asset Value as of March 31, 2025 ($ in thousands, except shares):

Components of Transactional Net Asset ValueMarch 31, 2025
Investments at fair value (cost of $3,120,868)$3,529,606 
Cash and cash equivalents467,429 
Foreign currencies at fair value (cost of $344)354 
Other assets80,084 
Other liabilities(66,467)
Accrued performance participation allocation(21,988)
Management fee payable— 
Accrued shareholder servicing fees and distribution fees (1)
(3,164)
Transactional Net Asset Value$3,985,854 
Number of outstanding shares138,000,777 

(1) Shareholder servicing fees apply only to Class S Shares, Class U Shares, Class D Shares, Class R-S Shares and Class R-D Shares. Distribution fees apply only to Class S Shares, Class R-S Shares and Class U Shares. For purposes of Transactional Net Asset Value, we recognize shareholder servicing fees and distribution fees as a reduction to Transactional Net Asset Value on a monthly basis as such fees are accrued. For purposes of GAAP Net Asset Value, we accrue the cost of the shareholder servicing fees and distribution fees, as applicable, for the estimated life of the shares as an offering cost at the time we sell Class S Shares, Class U Shares, Class D Shares and Class R-D Shares.

Effective January 1, 2025, the Company updated its Transactional Net Asset Value calculation methodology such that the Company may exclude from the calculation of Transactional Net Asset Value as of the relevant valuation date, tax liabilities of certain taxable subsidiaries through which the Company holds Infrastructure Assets that are contingent upon the expected manner of the divestment of the associated underlying Infrastructure Asset and are not expected to be recognized by the Company (although the current tax liabilities of any such taxable subsidiaries may be taken into account in determining the fair value of the associated underlying Infrastructure Assets).

The following table provides a breakdown of our total Transactional Net Asset Value and our Transactional Net Asset Value per share by class as of March 31, 2025:
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Transactional Net Asset Value Per ShareClass I SharesClass S SharesClass U SharesClass R-D SharesClass R SharesClass D SharesClass E SharesClass F SharesClass G SharesClass H SharesTotal
Monthly Transactional Net Asset Value$731,747 $937,607 $1,363,731 $22,312 $853,545 $41,102 $$35,807 $$$3,985,854 
Number of outstanding shares25,339,403 32,444,537 47,264,870 773,105 29,560,457 1,423,945 40 1,194,340 40 40 138,000,777 
Transactional Net Asset Value per Share as of March 31, 2025$28.88 $28.90 $28.85 $28.86 $28.87 $28.86 $29.98 $29.98 $32.08 $32.08 


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Reconciliation of Transactional Net Asset Value to GAAP Net Asset Value

The following table reconciles GAAP Net Asset Value per our Consolidated Statement of Assets and Liabilities to our Transactional Net Asset Value as of March 31, 2025:

March 31, 2025
GAAP Net Asset Value$3,833,157 
Adjustment:
Accrued shareholder servicing fees and distribution fees (1)
141,341 
Deferred tax liabilities of certain taxable subsidiaries (2)
11,356 
Transactional Net Asset Value$3,985,854 

(1) Represents an adjustment to reflect Shareholder servicing fees and distribution fees related to Class S Shares, Class U Shares, Class D Shares and Class R-D Shares sold as they are accrued on a monthly basis.

(2) Represents an adjustment to exclude tax liabilities of certain taxable subsidiaries through which the Company holds Infrastructure Assets that are contingent upon the expected manner of the divestment of the associated underlying Infrastructure Asset and are not reasonably expected to be recognized by the Company.

Valuation Methodologies and Significant Inputs

The following table presents additional information about valuation methodologies and significant inputs used for Infrastructure Assets that are valued at fair value as of March 31, 2025:

As of March 31, 2025
Valuation Methodology & Inputs
Unobservable Input(s) (1)
Weighted Average (2)
Range
Inputs to market comparables, discounted cash flow and transaction price/otherIlliquidity Discount6.7%5.0% - 10.0%
Weight Ascribed to Market Comparables1.1%0% - 25.0%
Weight Ascribed to Discounted Cash Flow92.6%0% - 100.0%
Weight Ascribed to Transaction Price/Other6.3%0% - 100.0%
Market ComparablesEnterprise Value / Forward EBITDA Multiple11.2x11.2x - 11.2x
Discounted Cash FlowWeighted Average Cost of Capital10.5%6.5% - 19.6%
Enterprise Value / LTM EBITDA Exit Multiple14.1x7.0x - 22.0x

(1) In determining the inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies, and company-specific developments including exit strategies and realization opportunities. The Manager has determined that market participants would take these inputs into account when valuing the investments. “LTM” means Last Twelve Months.

(2) Inputs are weighted based on fair value of the investments included in the range.

The Manager is ultimately responsible for our NAV calculations.

Valuations involve subjective judgments and may not accurately reflect realizable value. The assumptions above are determined by the Manager and reviewed by our independent valuation advisor. A change in these assumptions or factors
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would impact the calculation of the value of our assets. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our asset values as of March 31, 2025:

InputHypothetical ChangeInfrastructure Asset Values as of March 31, 2025
Weighted Average Cost of Capital0.25% decrease+2.48%
0.25% increase-2.43%

Hedging Activities

The Company may, but is not obligated to, engage in hedging transactions for the purpose of efficient portfolio management. The Manager may review the Company’s hedging policy from time to time depending on movements and projected movements of relevant currencies and interest rates and the availability of cost-effective hedging instruments for the Company at the relevant time.

With respect to any potential financings, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our fixed income investments to decline. We may seek to stabilize our financing costs as well as any potential decline in our assets by entering into derivatives, swaps or other financial products in an attempt to hedge our interest rate risk.

The Company enters into foreign currency forward contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of foreign currency denominated Infrastructure Assets transactions. A foreign currency forward contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market monthly and the change in value is recorded by the Company as an unrealized gain or loss. When a foreign currency forward contract is closed, through either delivery or offset by entering into another foreign currency forward contract, the Company recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Foreign currency forward contracts involve elements of market risk in excess of the amounts reflected on the Consolidated Statements of Assets and Liabilities. The Company’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the foreign currency forward contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

As of March 31, 2025, total unrealized appreciation and (depreciation) on foreign currency forward contracts of $65,495 and $(11,725), respectively. For the three months ended March 31, 2025, the net change in unrealized appreciation (depreciation) on foreign currency forward contracts was $(77,171). For the three months ended March 31, 2025, the net realized loss on foreign currency forward contracts was $414.

By using derivative instruments, the Company is exposed to the counterparty’s credit risk — the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the Consolidated Statements of Assets and Liabilities. As appropriate, the Company minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.

Distributions

Beginning in July 2023, we have declared monthly distributions for each class of the Company’s shares, which are paid on a quarterly basis. Commencing in January 2024, the Company declared, and intends to declare on a going forward basis, distributions on a quarterly basis. However, there can be no guarantee that the Company will declare distributions consistently and at a specific rate, or at all.

The net distribution per share declared on each class of the Company’s shares is determined by subtracting estimated shareholder servicing fees and distribution fees per share applicable for such class from the gross distribution per share which is the same for all classes of the Company’s shares. Such shareholder servicing fees and distribution fees per share are payable to the Dealer-Manager as they become contractually due.

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The table below details aggregate quarterly distributions per share declared to shareholders as of the applicable record date for each applicable class of the Company’s shares for the three months ended March 31, 2025:

Record DateClass I SharesClass S SharesClass U SharesClass R-D SharesClass R SharesClass D SharesClass E SharesClass F Shares
March 31, 2025$0.3100 $0.2481 $0.2482 $0.2918 $0.3100 $0.2918 $0.3100 $0.3100 
Total$0.3100 $0.2481 $0.2482 $0.2918 $0.3100 $0.2918 $0.3100 $0.3100 

Share Repurchases

We do not, and do not currently intend to, list our Shares for trading on any securities exchange or any other trading market. There is currently no secondary market for our Shares, and we do not expect any secondary market to develop for our Shares. While a Shareholder should view its investment as long term with limited liquidity, we have adopted a share repurchase plan, whereby on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. Due to the illiquid nature of our Joint Ventures and Infrastructure Assets, we may not have sufficient liquid resources to fund repurchase requests. In addition, we have established limitations on the amount of funds we may use for repurchases during any calendar quarter.

There may be quarters in which we do not repurchase Shares, and it is possible that we will not repurchase Shares at all for an extended period. The applicable quarterly share repurchase limit, repurchase price and early repurchase fee are calculated based on the Company’s Transactional Net Asset Value.

The following table summarizes the Shares repurchased during the three months ended March 31, 2025:

Share ClassRepurchase Price per ShareNumber of Shares RepurchasedGross Consideration5% Early Repurchase FeeNet Consideration
Shares repurchased on February 5, 2025:
Class R Shares$28.37 92,520 $2,625 $128 $2,497 
Class U Shares$28.35 43,791 1,242 59 1,183 
Class I Shares$28.38 10,840 308 15 293 
Class S Shares$28.40 2,693 76 72 
Shares repurchased on March 25, 2025:
Class S Shares$28.71 2,800 80 — 80 
Total152,644 $4,331 $206 $4,125 

Liquidity and Capital Resources

As of March 31, 2025, the Company had $467,429 and $354 in cash and cash equivalents and foreign currencies at fair value, respectively. Our current cash and cash equivalents and foreign currencies at fair value balances are generally reflective of the cash necessary to fund normal operations. The Company may issue Class E Shares to KKR in connection with the Company’s acquisition of additional assets in the future.

In addition, the Borrowers have entered into the Credit Agreement, under which the Borrowers have available borrowings in an aggregate principal amount of up to $550,000, with an uncommitted accordion feature that would allow the Borrowers to increase the commitment to up to $1,000,000 in the aggregate. The obligations of the Borrowers and guarantors under the Credit Agreement are secured by a pledge of certain accounts of such Borrowers and guarantors. The Credit Agreement matures on April 2, 2027, unless there is an earlier termination or an acceleration following an event of default. As of March 31, 2025, the Borrowers did not have an outstanding balance under the Credit Agreement.

On August 9, 2024, a wholly-owned subsidiary of the Company entered into the Line of Credit to provide for up to a maximum aggregate principal amount of $350,000 with KKR Alternative Assets LLC, an affiliate of the Company. As of March 31, 2025, the Line of Credit Borrowers did not have an outstanding balance under the Line of Credit.

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We expect to generate cash primarily from the net proceeds from our continuous Private Offering, cash flows from our operations, our revolving credit facility, the Line of Credit, any financing arrangements we may enter into in the future and any future offerings of our equity or debt securities. We believe that cash provided by such means will be sufficient to satisfy our anticipated cash requirements for the next twelve months and foreseeable future.

Our primary use of cash will be for acquisition of Infrastructure Assets (including the repurchase of Class E Shares pursuant to the KKR Share Repurchase Arrangement, effective April 28, 2023 (as amended, the “KKR Share Repurchase Arrangement”), the cost of operations (including the Management Fee and Performance Participation Allocation, to the extent paid in cash), debt service of any borrowings, periodic repurchases, including under the share repurchase plan (as described herein), and cash distributions (if any) to the holders of our Shares to the extent declared by the Company.

Cash Flows
The following table summarizes the changes to our cash flows for the three months ended March 31, 2025 and 2024:

For the Three Months Ended March 31,
Cash flows from:20252024Change
Operating activities$(291,641)$(13,030)$(278,611)
Financing activities416,867 397,097 19,770 
Net increase in cash and cash equivalents and foreign currencies at fair value$125,226 $384,067 $(258,841)

Cash used in operating activities

Our net cash used in operating activities was $291,641 for the three months ended March 31, 2025, which was primarily comprised of the usage of $320,939 of cash for the acquisition of Infrastructure Assets during the three months ended March 31, 2025.

Cash provided by financing activities

Our net cash provided by financing activities was $416,867 for the three months ended March 31, 2025, which was primarily comprised of $664,385 of proceeds from the issuance of Shares pursuant to our continuous Private Offering, partially offset by $229,128 repayment of borrowings under the line of credit.

Critical Accounting Policies and Estimates

Below is a discussion of the accounting policies that management believes are critical to understanding our historical and future performance. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with GAAP. The preparation of the consolidated financial statements in accordance with GAAP requires management to use judgments in the application of such policies. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Valuation of Infrastructure Assets

The Company’s Infrastructure Assets are valued at fair value in a manner consistent with GAAP, including Accounting Standards Codification 820, Fair Value Measurements and Disclosure (“ASC 820”), issued by the Financial Accounting Standards Board. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

There is no single standard for determining fair values of assets that do not have a readily available market price and, in many cases, such fair values may be best expressed as a range of fair values from which a single estimate may be derived in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances
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of each acquisition while employing a valuation process that is consistently followed. Determinations of fair value involve subjective judgments and estimates.

When making fair value determinations for Infrastructure Assets that do not have readily available market prices, the Manager considers industry-accepted valuation methodologies, primarily consisting of an income approach and market approach. The income approach derives fair value based on the present value of cash flows that a business or asset is expected to generate in the future. The market approach relies upon valuations for comparable companies, transactions or assets, and includes making judgments about which companies, transactions, or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. It is common to use only the income approach for Infrastructure Assets. The Manager also considers a range of additional factors that it deems relevant, including a potential sale of an Infrastructure Asset, macro and local market conditions, industry information and the Infrastructure Asset’s historical and projected financial data.

Infrastructure Assets will generally be valued at transaction price initially; however, to the extent the Manager does not believe an Infrastructure Asset’s transaction price reflects the current market value, the Manager will adjust such valuation. When making fair value determinations for Infrastructure Assets, the Manager will update the prior month-end valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the Infrastructure Assets financial performance since the valuation date, as well as any cash flow activity related to the Infrastructure Assets during the month. The Manager values Infrastructure Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

When making fair value determinations for assets that do not have a reliable readily available market price, the Manager will engage one or more independent valuation firms to provide positive assurance regarding the reasonableness of such valuations as of the relevant measurement date. However, the Manager is ultimately responsible for determining the fair value of all applicable investments in good faith in accordance with the Company’s valuation policies and procedures.

Because assets are valued as of a specified valuation date, events occurring subsequent to that date will not be reflected in the Company’s valuations. However, if information indicating a condition that existed at the valuation date becomes available subsequent to the valuation date and before financial information is publicly released, it will be evaluated to determine whether it would have a material impact requiring adjustment of the final valuation.

At least annually, the Manager reviews the appropriateness of the Company’s valuation policies and procedures and will recommend any proposed changes to the Board. From time to time, the Board and the Manager may adopt changes to the valuation policies and procedures if they determine that such changes are likely to result in a more accurate reflection of estimated fair value.

Accrued Shareholder Servicing Fees and Distribution Fees

The Company will pay KKR Capital Markets LLC ongoing distribution and servicing (a) of 0.85% of NAV per annum for Class S Shares, Class R-S Shares and Class U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), payable monthly in arrears, as they become contractually due and (b) of 0.25% for Class D Shares and Class R-D Shares only (all of which constitutes payment for shareholder services, with no payment for distribution services) in each case as accrued, and payable monthly. Such Distribution Fee and Servicing Fee are calculated based on the Company’s Transactional Net Asset Value. None of Class I Shares, Class R Shares, Class E Shares, Class F Shares, Class G Shares and/or Class H Shares incur Distribution Fees or Servicing Fees.

Under GAAP, the Company accrues the cost of the Servicing Fees and Distribution Fees, as applicable, for the estimated life of the shares as an offering cost at the time we sell Class S Shares, Class U Shares, Class D Shares, Class R-D Shares and Class R-S Shares. Inherent in the calculation of the estimated amount of Servicing Fees and Distribution Fees to be paid in future periods are certain significant management judgements and estimates, including the estimated life of the shares at the time of a subscription. Accrued shareholder Servicing Fees and Distribution Fees contains uncertainties as the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment and historical trends. As of March 31, 2025, the Company has accrued $144,505 of Servicing Fees and Distribution Fees payable to KKR Capital Markets LLC, related to the Class S Shares, Class U Shares, Class R-D Shares and Class D Shares sold.

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Recent Accounting Pronouncements

See “Note 2. Summary of Significant Accounting Policies” to our consolidated financial statements in this Quarterly Report on Form 10-Q for a discussion concerning recent accounting pronouncements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financings or liabilities other than contractual commitments and other legal contingencies incurred in the normal course of our business.

Contractual Obligations

See “Note 9. Commitments and Contingencies” to our consolidated financial statements in this Quarterly Report on Form 10-Q for our contractual obligations and commitments with payments due subsequent to March 31, 2025.
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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risks primarily relates to movements in the fair value of Infrastructure Assets. The fair value of Infrastructure Assets may fluctuate in response to changes in the values of Infrastructure Assets, foreign currency exchange rates, and interest rates. The quantitative information provided in this section was prepared using estimates and assumptions that management believes are appropriate. The actual impact of a hypothetical adverse movement in these risks could be materially different from the amounts shown below. All dollar amounts in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” are in thousands, unless otherwise noted.

Changes in Fair Value

All of our Infrastructure Assets as of March 31, 2025 are reported at fair value. Net changes in the fair value of Infrastructure Assets impact the net increase or decrease in net assets resulting from operations in our statements of operations. Based on Infrastructure Assets held as of March 31, 2025, we estimate that an immediate 10% decrease in the fair value of Infrastructure Assets generally would result in a commensurate change in the amount of net increase or decrease in net assets resulting from operations, regardless of whether the Infrastructure Asset was valued using observable market prices or management estimates with significant unobservable pricing inputs.

Based on the fair value of Infrastructure Assets as of March 31, 2025, we estimate that an immediate, hypothetical 10% decline in the fair value of Level III Infrastructure Assets would result in a decline in net increase in net assets resulting from operations of $333,981, if not offset by other factors.

Exchange Rate Risk

We hold Infrastructure Assets denominated in currencies other than the U.S. dollar. Those Infrastructure Assets expose us to the risk that the value of the Infrastructure Assets will be affected by changes in exchange rates between the currency in which the Infrastructure Assets are denominated and the currency in which the Infrastructure Assets are made. Our policy is to reduce these risks by employing hedging techniques, including using foreign currency options and foreign exchange forward contracts to reduce exposure to future changes in exchange rates.

Our primary exposure to exchange rate risk relates to movements in the value of exchange rates between the U.S. dollar and other currencies in which our Infrastructure Assets are denominated, net of the impact of foreign exchange hedging strategies. The quantitative information that follows represents the impact that a reduction to each of the income streams shown below would have on net increase or decrease in net assets resulting from operations.

We estimate that an immediate, hypothetical 10% decline in the exchange rates between the U.S. dollar and all of the major foreign currencies in which our Infrastructure Assets were denominated as of March 31, 2025 (i.e., an increase in the value of the U.S. dollar against these foreign currencies) would result in a decline in net increase in net assets resulting from operations of $43,620, net of the impact of foreign exchange hedging strategies, if not offset by other factors.

Interest Rate Risk

Changes in credit markets and in particular, interest rates, can impact investment valuations, particularly our Level III Infrastructure Assets, and may have offsetting results depending on the valuation methodology used. For example, we typically use a discounted cash flow analysis as one of the methodologies to ascertain the fair value of our Infrastructure Assets that do not have readily observable market prices. If applicable interest rates rise, then the assumed cost of capital for those Infrastructure Assets would be expected to increase under the discounted cash flow analysis, and this effect would negatively impact their valuations if not offset by other factors. Conversely, a fall in interest rates can positively impact valuations of certain Infrastructure Assets if not offset by other factors. These impacts could be substantial depending upon the magnitude of the change in interest rates. In certain cases, the valuations obtained from the discounted cash flow analysis and the other primary methodology we use, the market multiples approach, may yield different and offsetting results. For example, the positive impact of falling interest rates on discounted cash flow valuations may offset the negative impact of the market multiples valuation approach and may result in less of a decline in value than for those Infrastructure Assets that had a readily observable market price. Finally, low interest rates related to monetary stimulus and economic stagnation may also negatively impact expected returns on all investments, as the demand for relatively higher return assets increases and supply decreases.

Additionally, with respect to our business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our debt investments to decline. Conversely, general
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decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our debt investments to increase. As of March 31, 2025, the Borrowers did not have an outstanding balance under the Credit Agreement. As of March 31, 2025, the Line of Credit Borrowers did not have an outstanding balance under the Line of Credit.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In these agreements, we depend on these counterparties to make payment or otherwise perform. We generally endeavor to reduce our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In addition, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

See “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Hedging Activities” in this Quarterly Report on Form 10-Q for a discussion of the Company’s hedging transactions.
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Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2025, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f)of the Exchange Act) occurred during the quarter ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II.    Other Information

Item 1.    Legal Proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2025, we were not involved in any material legal proceedings.

Item 1A.    Risk Factors

For information regarding the risk factors that could affect the Company’s business, operating results, financial condition and liquidity, see the information under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. There have been no material changes to the risk factors previously disclosed in such filing.
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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2025, the Company repurchased Shares in the following amounts:

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
January 1, 2025 to January 31, 2025— $— — — 
February 1, 2025 to February 28, 2025149,844 $28.37 149,844 — 
March 1, 2025 to March 31, 20252,800 $28.71 2,800 — 
Total152,644 $28.37 152,644 — 

(1) The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under our share repurchase plan, or none at all, in our discretion at any time. In addition, the aggregate NAV of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R Shares and/or Class F Shares under our share repurchase plan will be limited to no more than 5% of our aggregate NAV attributable to such classes of shares per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

Not applicable.

Item 6.    Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit
Number
Description
Certificate of Formation, dated as of September 21, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed with the SEC on September 30, 2022)
Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 15, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2023 )
Facility Upsize and Lender Joinder Agreement, dated as of March 20, 2025, by and among K-INFRA Liquidity Limited, as borrower representative, Mizuho Bank, Ltd., as administrative agent and collateral agent, and Commonwealth Bank of Australia, as an additional lender
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and Shareholders should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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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, thereunto duly authorized.

KKR INFRASTRUCTURE CONGLOMERATE LLC
/s/ Mark I. Matthews
Date: May 13, 2025Mark I. Matthews
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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