8-A12B 1 ef20049773_8a12b.htm 8-A12B
As filed with the Securities and Exchange Commission on May 28, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

KKR & CO. INC.
(Exact Name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  
88-1203639
(I.R.S. Employer Identification No.)
     
30 Hudson Yards, New York, NY
(Address of principal executive office)
  
10001
(Zip Code)

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

 Title of each class
to be so registered
  
Name of each exchange on which
each class is to be registered
     
6.875% Subordinated Notes due 2065
  
New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-279233

Securities to be registered pursuant to Section 12(g) of the Act:  None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.
Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the 6.875% Subordinated Notes due 2065 (the “Notes”) of KKR & Co. Inc. (the “Issuer”). The Notes are guaranteed by KKR Group Partnership L.P., an indirect subsidiary of the Issuer. Descriptions of the Notes are contained in a prospectus dated May 8, 2024 (the “Prospectus”), constituting part of the Issuer’s registration statement on Form S-3 (File No. 333-279233), and a supplement to the Prospectus dated May 20, 2025 (the “Prospectus Supplement”) and filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. The description of the Notes contained in the Prospectus under the heading “Description of Debt Securities and Guarantees” and the description of the Notes contained in the Prospectus Supplement under the heading “Description of the Notes” are hereby incorporated herein by reference and made part of this registration statement in their entirety.

Item 2.
Exhibits.

Exhibit No.
  
Description
 
Indenture dated as of May 28, 2025 between KKR & Co. Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 28, 2025).
     
 
First Supplemental Indenture dated as of May 28, 2025 among KKR & Co. Inc., KKR Group Partnership L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 28, 2025).
     
 
Form of 6.875% Subordinated Note due 2065 of KKR & Co. Inc. (included within Exhibit 4.2 to the KKR & Co. Inc. Current Report on Form 8-K filed on May 28, 2025).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: May 28, 2025
KKR & CO. INC.
     
 
By:
/s/  Christopher Lee
 
Name:
Christopher Lee
 
Title:
Secretary