# KKR & Co. (KKR) 10-Q SEC filing - Q2 FY2026
- Filed: Aug 6, 2026, 5:25 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001404912-26-000027
- OpenCapital page: https://www.opencapital.sh/filings/0001404912-26-000027
- Markdown URL: https://www.opencapital.sh/filings/0001404912-26-000027.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/0001404912-26-000027-index.htm
## Filing documents
- [10-Q (kkr-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-20260630.htm)
- [EX-10.1 (ex10_1.htm)](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/ex10_1.htm)
- [EX-31.1 (kkr-ex311.htm)](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex311.htm)
- [EX-31.2 (kkr-ex312.htm)](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex312.htm)
- [EX-31.3 (kkr-ex313.htm)](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex313.htm)
- [EX-32.1 (kkr-ex321.htm)](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex321.htm)
- [EX-32.2 (kkr-ex322.htm)](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex322.htm)
- [EX-32.3 (kkr-ex323.htm)](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex323.htm)
---
## 10-Q
SEC source: [kkr-20260630.htm](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-20260630.htm)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2026
or
☐ 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 001-34820
KKR & CO. INC.
(Exact name of Registrant as specified in its charter)
Delaware 88-1203639
(State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
30 Hudson Yards
New York, New York 10001
Telephone: (212) 750-8300
(Address, zip code, and telephone number, including
area code, of registrant's principal executive office.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class / Common Stock | Trading symbol(s) / KKR | Name of each exchange on which registered / New York Stock Exchange |
| --- | --- | --- |
| 6.25% Series D Mandatory Convertible Preferred Stock | KKR PR D | New York Stock Exchange |
| 4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC | KKRS | New York Stock Exchange |
| 6.875% Subordinated Notes due 2065 | KKRT | New York Stock Exchange |
Indicate by check mark whether the registrant (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 ☐
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 5, 2026, there were 897,635,601 shares of common stock of the registrant outstanding.
KKR & CO. INC.
FORM 10-Q
For the Quarterly Period Ended June 30, 2026
TABLE OF CONTENTS
Page
[PART I — FINANCIAL INFORMATION](#id8ecce893738490fb9a1e4905b354f92_103)
Item 1. [Financial Statements](#id8ecce893738490fb9a1e4905b354f92_292)
[Condensed Consolidated Financial Statements (Unaudited)](#id8ecce893738490fb9a1e4905b354f92_292)
[Condensed Consolidated Statements of Financial Condition (Unaudited) as of June 30, 2026 and December 31, 2025](#id8ecce893738490fb9a1e4905b354f92_298) [6](#id8ecce893738490fb9a1e4905b354f92_298)
[Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2026 and](#id8ecce893738490fb9a1e4905b354f92_301) [2025](#id8ecce893738490fb9a1e4905b354f92_301) [10](#id8ecce893738490fb9a1e4905b354f92_301)
[Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Six Months Ended](#id8ecce893738490fb9a1e4905b354f92_304) [June 30, 2026 and 2025](#id8ecce893738490fb9a1e4905b354f92_304) [12](#id8ecce893738490fb9a1e4905b354f92_304)
[Condensed Consolidated Statements of Changes in Equity (Unaudited) for the Three and Six Months Ended June 30,](#id8ecce893738490fb9a1e4905b354f92_307) [2026 and 2025](#id8ecce893738490fb9a1e4905b354f92_307) [13](#id8ecce893738490fb9a1e4905b354f92_307)
[Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2026 and 2025](#id8ecce893738490fb9a1e4905b354f92_310) [15](#id8ecce893738490fb9a1e4905b354f92_310)
[Notes to Financial Statements (Unaudited)](#id8ecce893738490fb9a1e4905b354f92_313) [18](#id8ecce893738490fb9a1e4905b354f92_313)
Item 2. [Management's Discussion and Analysis of Financial Condition and Results of Operations](#id8ecce893738490fb9a1e4905b354f92_112) [101](#id8ecce893738490fb9a1e4905b354f92_112)
Item 3. [Quantitative and Qualitative Disclosures About Market Risk](#id8ecce893738490fb9a1e4905b354f92_481) [182](#id8ecce893738490fb9a1e4905b354f92_481)
Item 4. [Controls and Procedures](#id8ecce893738490fb9a1e4905b354f92_511) [182](#id8ecce893738490fb9a1e4905b354f92_511)
[PART II — OTHER INFORMATION](#id8ecce893738490fb9a1e4905b354f92_472)
Item 1. [Legal Proceedings](#id8ecce893738490fb9a1e4905b354f92_97) [183](#id8ecce893738490fb9a1e4905b354f92_97)
Item 1A. [Risk Factors](#id8ecce893738490fb9a1e4905b354f92_475) [183](#id8ecce893738490fb9a1e4905b354f92_475)
Item 2. [Unregistered Sales of Equity Securities and Use of Proceeds](#id8ecce893738490fb9a1e4905b354f92_478) [183](#id8ecce893738490fb9a1e4905b354f92_478)
Item 3. [Defaults Upon Senior Securities](#id8ecce893738490fb9a1e4905b354f92_484) [184](#id8ecce893738490fb9a1e4905b354f92_484)
Item 4. [Mine Safety Disclosures](#id8ecce893738490fb9a1e4905b354f92_100) [184](#id8ecce893738490fb9a1e4905b354f92_100)
Item 5. [Other Information](#id8ecce893738490fb9a1e4905b354f92_487) [184](#id8ecce893738490fb9a1e4905b354f92_487)
## ITEM 1. FINANCIAL STATEMENTS
**KKR & CO. INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)**
_(Amounts in Thousands, Except Share and Per Share Data)_
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Assets | | |
| Asset Management and Strategic Holdings | | |
| Cash and Cash Equivalents | $10,505,046 | $9,380,874 |
| Restricted Cash and Cash Equivalents | 11,377 | 48,033 |
| Investments | 127,562,542 | 127,948,305 |
| Due from Affiliates | 2,729,396 | 2,307,701 |
| Other Assets | 6,916,958 | 6,294,381 |
| | 147,725,319 | 145,979,294 |
| Insurance | | |
| Cash and Cash Equivalents | $10,575,004 | $7,511,273 |
| Restricted Cash and Cash Equivalents | 110,767 | 211,610 |
| Investments | 189,204,380 | 192,009,748 |
| Reinsurance Recoverable | 50,724,576 | 48,022,605 |
| Insurance Intangible Assets | 6,039,981 | 5,905,228 |
| Other Assets | 6,257,988 | 6,662,911 |
| Separate Account Assets | 3,825,222 | 3,841,403 |
| | 266,737,918 | 264,164,778 |
| Total Assets | $414,463,237 | $410,144,072 |
| Liabilities and Equity | | |
| Asset Management and Strategic Holdings | | |
| Debt Obligations | $49,682,423 | $49,117,744 |
| Due to Affiliates | 387,953 | 442,362 |
| Accrued Expenses and Other Liabilities | 15,673,253 | 14,348,335 |
| | 65,743,629 | 63,908,441 |
| Insurance | | |
| Policy Liabilities (market risk benefit liabilities: $1,479,997 and $1,349,774, as of June 30, 2026 and December 31, 2025, respectively.) | $205,499,130 | $205,558,727 |
| Debt Obligations | 3,794,785 | 3,820,407 |
| Funds Withheld Payable at Interest | 49,766,196 | 46,822,744 |
| Accrued Expenses and Other Liabilities | 4,372,178 | 3,341,695 |
| Reinsurance Liabilities | 1,011,843 | 1,218,744 |
| Separate Account Liabilities | 3,825,222 | 3,841,403 |
| | 268,269,354 | 264,603,720 |
| Total Liabilities | 334,012,983 | 328,512,161 |
| Commitments and Contingencies (See Note 24) | | |
| Redeemable noncontrolling interests (See Note 23) | 3,068,273 | 2,710,242 |
**KKR & CO. INC. CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) (CONTINUED)**
_(Amounts in Thousands, Except Share and Per Share Data)_
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Stockholders' Equity | | |
| Series D Mandatory Convertible Preferred Stock, $0.01 par value. 51,750,000 shares, issued and outstanding as of June 30, 2026 and December 31, 2025. | 2,543,404 | 2,543,404 |
| Series I Preferred Stock, $0.01 par value. 1 share authorized, 1 share issued and outstanding as of June 30, 2026 and December 31, 2025. | — | — |
| Common Stock, $0.01 par value. 3,500,000,000 shares authorized, 897,776,609 and 891,451,844 shares, issued and outstanding as of June 30, 2026 and December 31, 2025, respectively. | 8,978 | 8,914 |
| Additional Paid-In Capital | 18,804,944 | 19,041,497 |
| Retained Earnings | 14,569,374 | 13,884,438 |
| Accumulated Other Comprehensive Income (Loss) | (4,879,301) | (4,575,692) |
| Total KKR & Co. Inc. Stockholders' Equity | 31,047,399 | 30,902,561 |
| Noncontrolling Interests (See Note 22) | 46,334,582 | 48,019,108 |
| Total Equity | 77,381,981 | 78,921,669 |
| Total Liabilities and Equity | $414,463,237 | $410,144,072 |
See notes to financial statements.
KKR & CO. INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED) (CONTINUED)
(Amounts in Thousands)
The following presents the portion of the consolidated balances provided in the consolidated statements of financial
condition attributable to consolidated variable interest entities (“VIEs“). As of June 30, 2026 and December 31, 2025, KKR's
consolidated VIEs consist primarily of (i) certain collateralized financing entities (“CFEs“) including those CFEs holding
collateralized loan obligations (“CLOs“), (ii) certain investment funds, and (iii) certain VIEs formed by Global Atlantic. The
noteholders, creditors, and equity holders of these VIEs have no recourse to the assets of any other KKR entity.
With respect to consolidated CFEs and certain investment funds, the following assets may only be used to settle
obligations of these consolidated VIEs and the following liabilities are only the obligations of these consolidated VIEs and not
generally to KKR. Additionally, KKR has no right to the benefits from, nor does KKR bear the risks associated with, the assets
held by these VIEs beyond KKR's beneficial interest therein and any income generated from the VIEs. There are neither explicit
arrangements nor does KKR hold implicit variable interests that would require KKR to provide any material ongoing financial
support to the consolidated VIEs, beyond amounts previously committed to them, if any.
With respect to certain other VIEs consolidated by Global Atlantic, Global Atlantic has formed certain VIEs to either (i)
hold investments, including fixed maturity securities, consumer and other loans, renewable energy, transportation, and real
estate, or (ii) to conduct certain reinsurance activities with third party commitments. These VIEs issue beneficial interests
primarily to Global Atlantic’s insurance companies.
_June 30, 2026_
| Line item | Consolidated CFEs | Consolidated Funds and Other Investment Vehicles | Other VIEs | Total |
| --- | --- | --- | --- | --- |
| Assets | | | | |
| Asset Management and Strategic Holdings | | | | |
| Cash and Cash Equivalents | $3,062,608 | $1,403,143 | $— | $4,465,751 |
| Restricted Cash and Cash Equivalents | — | 11,377 | — | 11,377 |
| Investments | 30,310,113 | 73,607,060 | — | 103,917,173 |
| Other Assets | 725,025 | 444,235 | — | 1,169,260 |
| | 34,097,746 | 75,465,815 | — | 109,563,561 |
| Insurance | | | | |
| Cash and Cash Equivalents | — | — | 1,165,729 | 1,165,729 |
| Investments | — | — | 30,092,055 | 30,092,055 |
| Accrued Investment Income | — | — | 223,886 | 223,886 |
| Other Assets | — | — | 471,721 | 471,721 |
| | — | — | 31,953,391 | 31,953,391 |
| Total Assets | $34,097,746 | $75,465,815 | $31,953,391 | $141,516,952 |
| Liabilities | | | | |
| Asset Management and Strategic Holdings | | | | |
| Debt Obligations | $30,243,743 | $6,038,716 | $— | $36,282,459 |
| Accrued Expenses and Other Liabilities | 2,217,272 | 792,296 | — | 3,009,568 |
| | 32,461,015 | 6,831,012 | — | 39,292,027 |
| Insurance | | | | |
| Debt Obligations | — | — | 227,400 | 227,400 |
| Accrued Expenses and Other Liabilities | — | — | 575,919 | 575,919 |
| | | | | |
| --- | --- | --- | --- | --- |
| | — | — | 803,319 | 803,319 |
| Total Liabilities | $32,461,015 | $6,831,012 | $803,319 | $40,095,346 |
KKR & CO. INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED) (CONTINUED)
(Amounts in Thousands)
_December 31, 2025_
| Line item | Consolidated CFEs | Consolidated Funds and Other Investment Vehicles | Other VIEs | Total |
| --- | --- | --- | --- | --- |
| Assets | | | | |
| Asset Management and Strategic Holdings | | | | |
| Cash and Cash Equivalents | $2,726,050 | $1,435,888 | $— | $4,161,938 |
| Restricted Cash and Cash Equivalents | — | 48,033 | — | 48,033 |
| Investments | 30,673,565 | 77,327,933 | — | 108,001,498 |
| Other Assets | 858,433 | 345,779 | — | 1,204,212 |
| | 34,258,048 | 79,157,633 | — | 113,415,681 |
| Insurance | | | | |
| Cash and Cash Equivalents | — | — | 1,381,836 | 1,381,836 |
| Investments | — | — | 31,201,795 | 31,201,795 |
| Other Assets | — | — | 788,325 | 788,325 |
| | — | — | 33,371,956 | 33,371,956 |
| Total Assets | $34,258,048 | $79,157,633 | $33,371,956 | $146,787,637 |
| Liabilities | | | | |
| Asset Management and Strategic Holdings | | | | |
| Debt Obligations | $30,227,885 | $6,664,740 | $— | $36,892,625 |
| Accrued Expenses and Other Liabilities | 2,068,666 | 1,007,545 | — | 3,076,211 |
| | 32,296,551 | 7,672,285 | — | 39,968,836 |
| Insurance | | | | |
| Debt Obligations | — | — | 197,400 | 197,400 |
| Accrued Expenses and Other Liabilities | — | — | 566,466 | 566,466 |
| | — | — | 763,866 | 763,866 |
| Total Liabilities | $32,296,551 | $7,672,285 | $763,866 | $40,732,702 |
See notes to financial statements.
**KKR & CO. INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)**
_(Amounts in Thousands, Except Share and Per Share Data)_
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenues | | | | |
| Asset Management and Strategic Holdings | | | | |
| Fees and Other | $1,180,442 | $924,434 | $2,367,284 | $1,811,244 |
| Capital Allocation-Based Income (Loss) | 1,022,381 | 910,732 | 1,864,234 | 2,069,837 |
| | 2,202,823 | 1,835,166 | 4,231,518 | 3,881,081 |
| Insurance | | | | |
| Net Premiums | 697,036 | 730,242 | 1,259,006 | 1,053,606 |
| Policy Fees | 339,769 | 334,974 | 665,463 | 673,447 |
| Net Investment Income | 2,039,122 | 1,863,346 | 4,028,186 | 3,646,626 |
| Net Investment-Related Gains (Losses) | 378,590 | 239,151 | (274,107) | (1,197,186) |
| Other Income | 68,551 | 85,964 | 133,808 | 141,452 |
| | 3,523,068 | 3,253,677 | 5,812,356 | 4,317,945 |
| Total Revenues | 5,725,891 | 5,088,843 | 10,043,874 | 8,199,026 |
| Expenses | | | | |
| Asset Management and Strategic Holdings | | | | |
| Compensation and Benefits | 1,189,556 | 1,077,597 | 2,241,237 | 2,410,700 |
| Occupancy and Related Charges | 39,464 | 34,640 | 77,301 | 69,105 |
| General, Administrative and Other | 450,242 | 323,997 | 831,971 | 624,329 |
| | 1,679,262 | 1,436,234 | 3,150,509 | 3,104,134 |
| Insurance | | | | |
| Net Policy Benefits and Claims (including market risk benefit (gain) loss of $21,522 and $107,860, and $(10,867) and $210,527, for the three and six months ended June 30, 2026 and 2025, respectively; remeasurement (gain) loss on policy liabilities: $— and $—, and $— and $42,252 for the three and six months ended June 30, 2026 and 2025, respectively.) | 3,308,522 | 2,791,705 | 5,188,550 | 4,499,999 |
| Amortization of Policy Acquisition Costs | 90,324 | 80,800 | 233,245 | 178,771 |
| Interest Expense | 74,633 | 70,830 | 148,514 | 140,401 |
| Policy and Other Operating Expense | 253,518 | 366,875 | 555,576 | 654,094 |
| | 3,726,997 | 3,310,210 | 6,125,885 | 5,473,265 |
| Total Expenses | 5,406,259 | 4,746,444 | 9,276,394 | 8,577,399 |
| Investment Income (Loss) - Asset Management and Strategic Holdings | | | | |
| Net Gains (Losses) from Investment Activities | 797,254 | 747,734 | 480,875 | 1,834,325 |
| Dividend Income | 227,056 | 336,143 | 495,073 | 610,033 |
| Interest Income | 732,793 | 809,883 | 1,474,384 | 1,595,740 |
| Interest Expense | (702,751) | (707,391) | (1,380,938) | (1,361,890) |
| Total Investment Income (Loss) | 1,054,352 | 1,186,369 | 1,069,394 | 2,678,208 |
**KKR & CO. INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)**
_(Amounts in Thousands, Except Share and Per Share Data)_
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Income (Loss) Before Taxes | 1,373,984 | 1,528,768 | 1,836,874 | 2,299,835 |
| Income Tax Expense (Benefit) | 246,105 | 174,304 | 431,490 | 260,873 |
| Net Income (Loss) | 1,127,879 | 1,354,464 | 1,405,384 | 2,038,962 |
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | 54,252 | 68,175 | 53,269 | 76,669 |
| Net Income (Loss) Attributable to Noncontrolling Interests | 373,145 | 776,166 | 246,404 | 1,638,094 |
| Net Income (Loss) Attributable to KKR & Co. Inc. | 700,482 | 510,123 | 1,105,711 | 324,199 |
| Series D Mandatory Convertible Preferred Stock Dividends | 40,429 | 37,736 | 80,859 | 37,736 |
| Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders | $660,053 | $472,387 | $1,024,852 | $286,463 |
| Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock | | | | |
| Basic | $0.74 | $0.53 | $1.15 | $0.31 |
| Diluted | $0.70 | $0.50 | $1.08 | $0.29 |
| Weighted Average Shares of Common Stock Outstanding | | | | |
| Basic | 895,585,447 | 890,716,083 | 893,377,678 | 889,488,212 |
| Diluted | 945,581,938 | 954,209,566 | 949,892,385 | 955,811,238 |
See notes to financial statements.
**KKR & CO. INC.**
### CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
_(Amounts in Thousands)_
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net Income (Loss) | $1,127,879 | $1,354,464 | $1,405,384 | $2,038,962 |
| Other Comprehensive Income (Loss), Net of Tax: | | | | |
| Unrealized Gains (Losses) on Available-For-Sale Securities and Other | 237,564 | 334,955 | (477,983) | 1,791,304 |
| Net effect of changes in discount rates and instrument-specific credit risk on policy liabilities | (27,647) | (92,300) | 198,568 | (277,884) |
| Foreign Currency Translation Adjustments | (54,225) | 162,282 | (83,104) | 302,987 |
| Comprehensive Income (Loss) | 1,283,571 | 1,759,401 | 1,042,865 | 3,855,369 |
| Comprehensive Income (Loss) Attributable to Redeemable Noncontrolling Interests | 54,252 | 68,175 | 53,269 | 76,669 |
| Comprehensive Income (Loss) Attributable to Noncontrolling Interests | 373,967 | 775,120 | 276,810 | 1,643,047 |
| Comprehensive Income (Loss) Attributable to KKR & Co. Inc. | $855,352 | $916,106 | $712,786 | $2,135,653 |
See notes to financial statements.
**KKR & CO. INC.**
### CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)
_(Amounts in Thousands, Except Share and Per Share Data)_
| Line item | Three Months Ended June 30, 2026 / Amounts | Three Months Ended June 30, 2026 / Shares | Six Months Ended June 30, 2026 / Amounts | Six Months Ended June 30, 2026 / Shares |
| --- | --- | --- | --- | --- |
| Series D Mandatory Convertible Preferred Stock | | | | |
| Beginning of Period | $2,543,404 | 51,750,000 | $2,543,404 | 51,750,000 |
| End of Period | 2,543,404 | 51,750,000 | 2,543,404 | 51,750,000 |
| Series I Preferred Stock | | | | |
| Beginning of Period | — | 1 | — | 1 |
| End of Period | — | 1 | — | 1 |
| Common Stock | | | | |
| Beginning of Period | 8,894 | 889,413,785 | 8,914 | 891,451,844 |
| Net Delivery of Common Stock (Equity Incentive Plan) | 71 | 7,045,381 | 71 | 7,046,646 |
| Repurchases of Common Stock | (3) | (328,544) | (24) | (2,502,514) |
| Exchange of KKR Restricted Holdings Units | 1 | 112,243 | 2 | 231,784 |
| Private Placement Share Issuance | — | — | — | 15,105 |
| Impact of Acquisition - Arctos (See Note 25) | 15 | 1,533,744 | 15 | 1,533,744 |
| End of Period | 8,978 | 897,776,609 | 8,978 | 897,776,609 |
| Additional Paid-In Capital | | | | |
| Beginning of Period | 18,976,939 | | 19,041,497 | |
| Net Delivery of Common Stock (Equity Incentive Plan) | (117,352) | | (117,416) | |
| Repurchases of Common Stock | (41,973) | | (233,196) | |
| Equity-Based Compensation (Non-Cash Contribution) | 85,111 | | 169,156 | |
| Impact of Acquisition - Arctos (See Note 25) | 306,289 | | 306,289 | |
| Change in KKR & Co. Inc.'s Ownership Interest (See Note 22) | (463,089) | | (407,358) | |
| Tax Effects of Changes in Ownership and Other | 59,019 | | 45,972 | |
| End of Period | 18,804,944 | | 18,804,944 | |
| Retained Earnings | | | | |
| Beginning of Period | 14,084,430 | | 13,884,438 | |
| Net Income (Loss) Attributable to KKR & Co. Inc. | 700,482 | | 1,105,711 | |
| Series D Mandatory Convertible Preferred Stock Dividends ($0.7812 and $1.5625 per share) | (40,429) | | (80,859) | |
| Common Stock Dividends ($0.195 and $0.380 per share) | (175,109) | | (339,916) | |
| End of Period | 14,569,374 | | 14,569,374 | |
| Accumulated Other Comprehensive Income (Loss) (net of tax) | | | | |
| Beginning of Period | (5,117,514) | | (4,575,692) | |
| Other Comprehensive Income (Loss) | 154,870 | | (392,925) | |
| Change in KKR & Co. Inc.'s Ownership Interest (See Note 22) | 83,343 | | 89,316 | |
| End of Period | (4,879,301) | | (4,879,301) | |
| Total KKR & Co. Inc. Stockholders' Equity | 31,047,399 | | 31,047,399 | |
| Noncontrolling Interests (See Note 22) | 46,334,582 | | 46,334,582 | |
| Total Equity | $77,381,981 | | $77,381,981 | |
| Redeemable Noncontrolling Interests (See Note 23) | $3,068,273 | | $3,068,273 | |
**KKR & CO. INC.**
### CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
_(Amounts in Thousands, Except Share and Per Share Data)_
| Line item | Three Months Ended June 30, 2025 / Amounts | Three Months Ended June 30, 2025 / Shares | Six Months Ended June 30, 2025 / Amounts | Six Months Ended June 30, 2025 / Shares |
| --- | --- | --- | --- | --- |
| Series D Mandatory Convertible Preferred Stock | | | | |
| Beginning of Period | $2,543,404 | 51,750,000 | $— | — |
| Issuance of Series D Mandatory Convertible Preferred Stock | — | — | 2,543,404 | 51,750,000 |
| End of Period | 2,543,404 | 51,750,000 | 2,543,404 | 51,750,000 |
| Series I Preferred Stock | | | | |
| Beginning of Period | — | 1 | — | 1 |
| End of Period | — | 1 | — | 1 |
| Common Stock | | | | |
| Beginning of Period | 8,882 | 888,250,332 | 8,882 | 888,232,174 |
| Net Delivery of Common Stock (Equity Incentive Plan) | 24 | 2,428,451 | 24 | 2,440,433 |
| Repurchases of Common Stock | — | (36,411) | — | (36,411) |
| Clawback of Transfer Restricted Shares | — | — | — | (1,882) |
| Exchange of KKR Restricted Holdings Units | 3 | 296,406 | 3 | 296,406 |
| Private Placement Share Issuance | — | — | — | 8,058 |
| End of Period | 8,909 | 890,938,778 | 8,909 | 890,938,778 |
| Additional Paid-In Capital | | | | |
| Beginning of Period | 18,612,895 | | 18,406,718 | |
| Net Delivery of Common Stock (Equity Incentive Plan) | (106,103) | | (106,797) | |
| Repurchases of Common Stock | (3,362) | | (3,362) | |
| Equity-Based Compensation (Non-Cash Contribution) | 76,997 | | 158,984 | |
| Change in KKR & Co. Inc.'s Ownership Interest (See Note 22) | 56,998 | | 179,876 | |
| Tax Effects of Changes in Ownership and Other | 2,736 | | 4,742 | |
| End of Period | 18,640,161 | | 18,640,161 | |
| Retained Earnings | | | | |
| Beginning of Period | 11,941,148 | | 12,282,513 | |
| Net Income (Loss) Attributable to KKR & Co. Inc. | 510,123 | | 324,199 | |
| Series D Mandatory Convertible Preferred Stock Dividends ($0.72920 per share for the three and six months ended June 30, 2025) | (37,736) | | (37,736) | |
| Common Stock Dividends ($0.185 and $0.36 per share) | (164,807) | | (320,248) | |
| End of Period | 12,248,728 | | 12,248,728 | |
| Accumulated Other Comprehensive Income (Loss) (net of tax) | | | | |
| Beginning of Period | (5,636,342) | | (7,046,545) | |
| Other Comprehensive Income (Loss) | 405,983 | | 1,811,454 | |
| Change in KKR & Co. Inc.'s Ownership Interest (See Note 22) | 8,386 | | 13,118 | |
| End of Period | (5,221,973) | | (5,221,973) | |
| Total KKR & Co. Inc. Stockholders' Equity | 28,219,229 | | 28,219,229 | |
| Noncontrolling Interests (See Note 22) | 40,755,618 | | 40,755,618 | |
| Total Equity | $68,974,847 | | $68,974,847 | |
| Redeemable Noncontrolling Interests (See Note 23) | $1,993,598 | | $1,993,598 | |
See notes to financial statements.
**KKR & CO. INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)**
_(Amounts in Thousands)_
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Operating Activities | | |
| Net Income (Loss) | $1,405,384 | $2,038,962 |
| Adjustments to Reconcile Net Income (Loss) to Net Cash Provided (Used) by Operating Activities: | | |
| Equity-Based Compensation | 405,972 | 357,200 |
| Net Realized (Gains) Losses – Asset Management and Strategic Holdings | (752,114) | (290,849) |
| Change in Unrealized (Gains) Losses – Asset Management and Strategic Holdings | 271,239 | (1,543,476) |
| Capital Allocation-Based (Income) Loss – Asset Management and Strategic Holdings | (1,864,234) | (2,069,837) |
| Net Investment and Policy Liability-Related (Gains) Losses – Insurance | 973,692 | 2,347,869 |
| Net Accretion and Amortization | (119,412) | (84,654) |
| Interest Credited to Policyholder Account Balances (net of Policy Fees) – Insurance | 2,876,488 | 2,395,584 |
| Other Non-Cash Amounts | 218,008 | 346,152 |
| Cash Flows Due to Changes in Operating Assets and Liabilities: | | |
| Reinsurance Transactions and Acquisitions, Net of Cash Provided – Insurance | — | 87,399 |
| Change in Premiums, Notes Receivable and Reinsurance Recoverable, Net of Reinsurance Premiums Payable – Insurance | 158,184 | 337,647 |
| Change in Deferred Policy Acquisition Costs – Insurance | (423,441) | (483,726) |
| Change in Policy Liabilities and Accruals, Net – Insurance | 491,646 | 85,741 |
| Change in Consolidation | (15,393) | (145) |
| Change in Due from / to Affiliates | (487,348) | (138,947) |
| Change in Other Assets | (54,914) | (631,335) |
| Change in Accrued Expenses and Other Liabilities | 842,592 | 1,630,187 |
| Investments Purchased – Asset Management and Strategic Holdings | (17,332,485) | (17,929,110) |
| Proceeds from Investments – Asset Management and Strategic Holdings | 18,405,338 | 16,533,820 |
| Net Cash Provided (Used) by Operating Activities | 4,999,202 | 2,988,482 |
| Investing Activities | | |
| Acquisitions, Net | (176,640) | — |
| Purchases of Fixed Assets | (75,998) | (88,207) |
| Investments Purchased – Insurance | (43,656,273) | (44,677,353) |
| Proceeds from Investments – Insurance | 46,864,909 | 39,712,618 |
| Other Investing Activities, Net | 26,778 | 15,539 |
| Net Cash Provided (Used) by Investing Activities | 2,982,776 | (5,037,403) |
**KKR & CO. INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)**
_(Amounts in Thousands)_
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Financing Activities | | |
| Series D Mandatory Convertible Preferred Stock Dividends | (80,859) | (37,736) |
| Common Stock Dividends | (339,916) | (320,248) |
| Distributions to Redeemable Noncontrolling Interests | (76,173) | (18,800) |
| Contributions from Redeemable Noncontrolling Interests | 477,306 | 364,629 |
| Distributions to Noncontrolling Interests | (3,701,216) | (1,929,065) |
| Contributions from Noncontrolling Interests | 2,489,757 | 1,896,925 |
| Issuance of Series D Mandatory Convertible Preferred Stock (net of issuance costs) | — | 2,543,404 |
| Net Delivery of Common Stock (Equity Incentive Plan) | (117,345) | (106,773) |
| Repurchases of Common Stock | (233,220) | (3,362) |
| Proceeds from Debt Obligations | 9,832,951 | 9,618,398 |
| Repayment of Debt Obligations | (8,499,445) | (9,565,013) |
| Financing Costs Paid | (28,454) | (20,237) |
| Additions to Contractholder Deposit Funds – Insurance | 9,954,125 | 12,950,302 |
| Withdrawals from Contractholder Deposit Funds – Insurance | (13,394,334) | (10,878,878) |
| Reinsurance Transactions, Net of Cash Provided – Insurance | 401 | — |
| Other Financing Activity, Net | (162,528) | 100,377 |
| Net Cash Provided (Used) by Financing Activities | (3,878,950) | 4,593,923 |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (52,624) | 143,218 |
| Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash | $4,050,404 | $2,688,220 |
| Cash, Cash Equivalents and Restricted Cash, Beginning of Period | 17,151,790 | 15,367,953 |
| Cash, Cash Equivalents and Restricted Cash, End of Period | $21,202,194 | $18,056,173 |
| Cash, Cash Equivalents and Restricted Cash are comprised of the following: | | |
| Beginning of the Period | | |
| Asset Management and Strategic Holdings | | |
| Cash and Cash Equivalents | $9,380,874 | $8,535,048 |
| Restricted Cash and Cash Equivalents | 48,033 | 138,948 |
| Total Asset Management and Strategic Holdings | 9,428,907 | 8,673,996 |
| Insurance | | |
| Cash and Cash Equivalents | $7,511,273 | $6,343,445 |
| Restricted Cash and Cash Equivalents | 211,610 | 350,512 |
| Total Insurance | 7,722,883 | 6,693,957 |
| Cash, Cash Equivalents and Restricted Cash, Beginning of Period | $17,151,790 | $15,367,953 |
| End of the Period | | |
| Asset Management and Strategic Holdings | | |
| Cash and Cash Equivalents | $10,505,046 | $10,729,004 |
| Restricted Cash and Cash Equivalents | 11,377 | 52,056 |
| Total Asset Management and Strategic Holdings | 10,516,423 | 10,781,060 |
| Insurance | | |
| Cash and Cash Equivalents | $10,575,004 | $7,095,216 |
| Restricted Cash and Cash Equivalents | 110,767 | 179,897 |
| Total Insurance | 10,685,771 | 7,275,113 |
| Cash, Cash Equivalents and Restricted Cash, End of Period | $21,202,194 | $18,056,173 |
**KKR & CO. INC.**
### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
_(CONTINUED) · (Amounts in Thousands)_
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Supplemental Disclosures of Cash Flow Information | | |
| Payments for Interest | $1,450,610 | $1,287,890 |
| Payments for Income Taxes, Net of Refunds | $315,831 | $525,704 |
| Payments for Operating Lease Liabilities | $50,033 | $31,847 |
| Supplemental Disclosures of Non-Cash Investing and Financing Activities | | |
| Non-Cash Contribution from Noncontrolling Interests | $1,368 | $150 |
| Non-Cash Distribution to Noncontrolling Interests | $(47,266) | $— |
| Non-Cash Distribution to Redeemable Noncontrolling Interests | $(11,898) | $(14,077) |
| Non-Cash Repayment of Debt Obligations | $— | $(100,000) |
| Debt Obligations – Net Gains (Losses), Translation and Other | $768,493 | $(1,646,482) |
| Non-Cash Consideration for Arctos Acquisition | $406,304 | $— |
| Contractholder Deposit Funds Acquired through Reinsurance Agreements | $127 | $— |
| Change in Consolidation | | |
| Investments – Asset Management and Strategic Holdings | $(1,601,203) | $2,391,477 |
| Other Assets | $(7,725) | $(2,147) |
| Debt Obligations | $(144,715) | $— |
| Accrued Expenses and Other Liabilities | $(3,774) | $(19) |
| Noncontrolling Interests | $(1,327,192) | $2,391,392 |
| Redeemable Noncontrolling Interests | $(144,526) | $— |
See notes to financial statements.
KKR & CO. INC.
### NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(All Amounts in Thousands, Except Share and Per Share Data, and Except Where Noted)
1. ORGANIZATION
KKR & Co. Inc. (NYSE: KKR), through its subsidiaries (collectively, “KKR“), is a leading global investment firm that offers
alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment
returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in
its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit, and real assets
and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life, and reinsurance
products under the management of The Global Atlantic Financial Group LLC (“TGAFG“ and, together with its insurance
companies and other subsidiaries, “Global Atlantic“).
KKR & Co. Inc. is the parent company of KKR Group Co. Inc., which in turn owns KKR Group Holdings Corp., which is the
general partner of KKR Group Partnership L.P. (“KKR Group Partnership“). KKR & Co. Inc. both indirectly controls KKR Group
Partnership and indirectly holds Class A partner interests in KKR Group Partnership (“KKR Group Partnership Units“)
representing economic interests in KKR's business. As of June 30, 2026, KKR & Co. Inc. held indirectly approximately 97.2% of
the KKR Group Partnership Units. The remaining balance is held indirectly by KKR current and former employees through
restricted holdings units representing an ownership interest in KKR Group Partnership Units, which may be exchanged for
shares of common stock of KKR & Co. Inc. (“exchangeable securities“). As limited partner interests, these KKR Group
Partnership Units are non-voting and do not entitle anyone other than KKR to manage its business and affairs. KKR Group
Partnership also has outstanding limited partner interests that provide for a carry pool provided by KKR Associates Holdings
L.P. (“Associates Holdings“) and outstanding preferred units with economic terms that mirror the KKR & Co. Inc. 6.25% Series
D Mandatory Convertible Preferred Stock (the “Series D Mandatory Convertible Preferred Stock”).
In this report, references to “KKR,“ refer to KKR & Co. Inc. and its subsidiaries, including Global Atlantic, unless the context
requires otherwise, especially in sections where “KKR“ is intended to refer to the asset management and strategic holdings
businesses only. References to our “funds,“ “vehicles“ or “investment vehicles“ refer to a wide array of investment funds,
vehicles, and accounts that are advised, managed or sponsored by one or more subsidiaries of KKR, including collateralized
loan obligations (“CLOs“), certain operating companies and business development companies (“BDCs“), unless the context
requires otherwise.
Reorganization Agreement
On October 8, 2021, KKR entered into a Reorganization Agreement (the “Reorganization Agreement“) with KKR Holdings
L.P. (“KKR Holdings“), KKR Management LLP (which holds the sole outstanding share of Series I preferred stock), Associates
Holdings, and the other parties thereto. Pursuant to the Reorganization Agreement, the parties agreed to undertake a series
of integrated transactions to effect a number of transformative structural and governance changes, some of which were
completed on May 31, 2022, and other changes to be completed in the future. On May 31, 2022, KKR completed the merger
transactions (“Reorganization Mergers“) contemplated by the Reorganization Agreement pursuant to which KKR acquired KKR
Holdings (which changed its name to KKR Group Holdings L.P.) and all of the KKR Group Partnership Units held by it.
Pursuant to the Reorganization Agreement, the following transactions will occur in the future on the Sunset Date (as
defined below):
i.the control of KKR & Co. Inc. by KKR Management LLP and the Series I Preferred Stock held by it will be eliminated,
ii.the voting rights for all common stock of KKR & Co. Inc., including with respect to the election of directors, will be
established on a one vote per share basis, and
iii.KKR will acquire control of Associates Holdings, the entity providing for the allocation of carry proceeds to KKR
employees, also known as the carry pool.
The “Sunset Date” will be the earlier of (i) December 31, 2026 and (ii) the six-month anniversary of the first date on which
the death or permanent disability of both Mr. Henry Kravis and Mr. George Roberts (collectively, “Co-Founders“) has occurred
(or any earlier date consented to by KKR Management LLP in its sole discretion). In addition, KKR Management LLP agreed not to transfer its ownership of the sole share of Series I Preferred Stock, and, the changes to occur effective on the Sunset Date
are unconditional commitments of the parties to the Reorganization Agreement.
Acquisition of Arctos
On May 4, 2026, KKR completed the previously announced acquisition of 100% of Arctos Management Company, LLC
(“Arctos”, and the acquisition, the “Arctos Acquisition”), an investment firm that provides strategic growth capital and
liquidity solutions to sports franchises and fund sponsors. See Note 25 “Acquisition” and Note 19 “Equity-based
Compensation” in our financial statements for further details on the transaction.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements of KKR & Co. Inc. have been prepared in accordance with accounting
principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions
to this Quarterly Report on Form 10-Q. The condensed consolidated financial statements (referred to hereafter as the
"financial statements"), including these notes, are unaudited and exclude some of the disclosures required in annual financial
statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that
the financial statements are presented fairly and that estimates made in preparing the financial statements are reasonable
and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be
expected for any other interim period or for the entire year. The consolidated balance sheet data as of December 31, 2025
were derived from audited financial statements included in KKR & Co. Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (“SEC“) on February 27, 2026 (our “Annual
Report”), and the financial statements should be read in conjunction with the audited financial statements included therein.
Additionally, in the accompanying financial statements, the condensed consolidated statements of financial condition are
referred to hereafter as the “consolidated statements of financial condition”; the condensed consolidated statements of
operations are referred to hereafter as the “consolidated statements of operations”; the condensed consolidated statements
of comprehensive income (loss) are referred to hereafter as the "consolidated statements of comprehensive income (loss)”;
the condensed consolidated statements of changes in equity are referred to hereafter as the “consolidated statements of
changes in equity”; and the condensed consolidated statements of cash flows are referred to hereafter as the “consolidated
statements of cash flows."
KKR consolidates the financial results of KKR Group Partnership and its consolidated entities, which include the accounts
of KKR's investment management and capital markets companies, the general partners of certain unconsolidated investment
funds, general partners of consolidated investment funds and their respective consolidated investment funds, Global
Atlantic’s insurance companies and certain other entities including CFEs.
The presentations in the consolidated statement of financial condition and consolidated statement of operations reflect
the significant industry diversification of KKR by its acquisition of Global Atlantic. Global Atlantic operates an insurance
business, and KKR operates an asset management business, which manages the operations of the Strategic Holdings segment
(see Note 21 “Segment Reporting” of our financial statements), each of which possess distinct characteristics. As a result, KKR
developed a two-tiered approach for the financial statements presentation, where Global Atlantic's insurance operations are
presented separately from KKR's asset management business. KKR believes that these separate presentations provide a more
informative view of the consolidated financial position and results of operations than traditional aggregated presentations
and that reporting Global Atlantic’s insurance operations separately is appropriate given, among other factors, the relative
significance of Global Atlantic’s policy liabilities, which are only obligations of the insurance companies that issued or assumed
them. If a traditional aggregate presentation were to be used, KKR would expect to eliminate or combine several identical or
similar captions, which would condense the presentations, but would also reduce the level of information presented. KKR also
believes that using a traditional aggregate presentation would result in no new line items compared to the two-tier
presentation included in the financial statements in this report.
In the ordinary course of business, KKR’s Asset Management business, Strategic Holdings business and Insurance business
enter into transactions with each other, which may include transactions pursuant to their investment management
agreements and certain financing arrangements. The borrowings from these financing arrangements are non-recourse to KKR
beyond the assets designated to support such borrowings. All of the investment management and financing arrangements
amongst KKR segments are eliminated in consolidation.
All intercompany transactions and balances have been eliminated. When the Insurance business makes an investment in
an entity consolidated by the Asset Management business, the investment is eliminated from the investment balance in the
Insurance tier in the presentation of the consolidated financial statements.
Certain prior period amounts in the accompanying notes have been reclassified to conform to the current period’s
presentation, including the realignment of prior period investment categories to the current year investment category
presentation within Notes 4, 7, 9, and 10.
For a detailed discussion about KKR’s significant accounting policies and for further information on accounting updates
adopted in the prior year, see Note 2 to the financial statements in the Annual Report. Other than the items listed below,
during the six months ended June 30, 2026, there were no significant updates to KKR’s significant accounting policies.
Effective beginning in the first quarter of 2026, the Company changed the presentation of certain operating expenses in
its consolidated statements of operations. Amounts previously presented separately as “Insurance Expenses” and “General,
Administrative and Other” are now presented in a single line item, “Policy and Other Operating Expense”. Prior-period
amounts have been reclassified to conform to the current-period presentation. This change in presentation had no impact on previously reported consolidated total expenses, income before taxes, and net income attributable to KKR.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the recognition and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues, expenses, investment income (loss)
and income taxes during the reporting periods. Such estimates include but are not limited to (i) the valuation of investments
and financial instruments, (ii) the determination of the income tax provision, (iii) the impairment of goodwill and intangible
assets, (iv) the impairment of available-for-sale investments, (v) the valuation of insurance policy liabilities, including market
risk benefits, (vi) the valuation of embedded derivatives in policy liabilities and funds withheld, and (vii) the determination of
the allowance for loan losses.
Certain events particular to each industry and country or region in which the portfolio companies conduct their
operations, as well as general market, economic, political, geopolitical (including uncertainties resulting from changes to U.S.
and global tariff policies, escalating trade tensions, and impacts from the recent conflicts in the Middle East), and regulatory
conditions, and natural disasters and catastrophes, including public health crises, may have a significant negative impact on
KKR’s investments and profitability. Such events are beyond KKR’s control, and the likelihood that they may occur and the
effect on KKR's use of estimates cannot be predicted. Actual results could differ from those estimates, and such differences could be material to the financial statements.
Adoption of New Accounting Pronouncements
Measurement of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU 2025–05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit
Losses for Accounts Receivable and Contract Assets” (“ASU 2025–05”). ASU 2025–05 simplifies the application of the current
expected credit loss model for current accounts receivable and current contract assets under ASC 606. KKR adopted this
accounting standard effective for the year ended December 31, 2026, and its adoption did not have a material impact on
KKR’s consolidated financial statements.
Future Application of Accounting Standards
Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024–03, “Income Statement—Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024–03”). ASU 2024–03
requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and
interim basis including employee compensation, depreciation, and intangible asset amortization for each income statement
expense line item that contains those expenses. The update will be effective for annual periods beginning after December 15,
2026 and interim periods beginning after December 15, 2027. KKR is currently evaluating the impact of adopting this guidance
on its consolidated financial statements and disclosures.
Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
In May 2025, the FASB issued ASU 2025–03, “Business Combinations (Topic 805) and Consolidation (Topic 810):
Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” (“ASU 2025–03”). ASU 2025–03 requires
an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a
variable interest entity (“VIE”) that meets the definition of a business to consider certain factors to determine which entity is
the accounting acquirer. The update will be effective for annual periods and interim periods in annual reporting periods
beginning after December 15, 2026. KKR does not expect the adoption to have a material impact on its consolidated financial
statements or disclosures.
Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU 2025–06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic
350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025–06”). ASU 2025–06 eliminates
accounting consideration of software project development stages; requires capitalizing software costs when (i) management
has authorized and committed to funding the project and (ii) it is ‘probable’ the project will be completed and the software
used to perform its intended function (the ‘probable-to-complete’ threshold). ASU 2025–06 also enhances the guidance
around the ‘probable-to-complete’ threshold. The update will be effective for annual periods and interim periods in annual
reporting periods beginning after December 15, 2027. KKR is currently evaluating the impact of adopting this guidance on its
consolidated financial statements and disclosures.
Financial Instruments—Credit Losses (Topic 326): Purchased Loans
In November 2025, the FASB issued ASU 2025-08, Financial Instruments - Credit Losses (Topic 326) - Purchased Loans.
ASU 2025-08 expands the population of purchased financial assets subject to the gross-up approach in Topic 326. As a result
of this update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” as defined in the
ASU will follow the gross-up approach at acquisition and the initial allowance for credit losses is added to the purchase price
to determine the amortized cost basis of the loans. The update is effective for fiscal years beginning after December 15, 2026,
including interim periods within those fiscal years, and is to be applied prospectively to loans acquired on or after adoption;
early adoption is permitted. KKR is currently evaluating the impact of adopting this guidance on its consolidated financial
statements and disclosures.
Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock
In April 2026, the FASB issued ASU 2026-01, “Equity: Measurement of Paid-in-Kind Dividends on Equity-Classified
Preferred Stock (Topic 505)” (“ASU 2026-01”), which requires that an issuer initially measure paid-in-kind (“PIK”) dividends on
equity-classified preferred stock on the basis of the PIK dividend rate stated in the preferred stock agreement. The
amendments in ASU 2026-01 are effective for annual and interim reporting periods beginning after December 15, 2026. KKR is
currently evaluating the impact of this guidance on its consolidated financial statements and disclosures.
3. REVENUES – ASSET MANAGEMENT AND STRATEGIC HOLDINGS
For the three and six months ended June 30, 2026 and 2025, respectively, Asset Management and Strategic Holdings revenues consisted of the following:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Management Fees | $829,522 | $592,816 | $1,589,351 | $1,124,515 |
| Fee Credits | (180,234) | (134,720) | (320,933) | (270,982) |
| Transaction Fees | 370,679 | 345,209 | 748,762 | 733,538 |
| Monitoring Fees | 64,439 | 53,090 | 124,261 | 101,761 |
| Incentive Fees | 14,394 | 13,790 | 61,792 | 15,118 |
| Expense Reimbursements | 52,047 | 29,494 | 107,615 | 61,702 |
| Consulting Fees | 29,595 | 24,755 | 56,436 | 45,592 |
| Total Fees and Other | 1,180,442 | 924,434 | 2,367,284 | 1,811,244 |
| Carried Interest | 937,962 | 800,521 | 1,753,993 | 1,868,783 |
| General Partner Capital Interest | 84,419 | 110,211 | 110,241 | 201,054 |
| Total Capital Allocation-Based Income (Loss) | 1,022,381 | 910,732 | 1,864,234 | 2,069,837 |
| Total Revenues | $2,202,823 | $1,835,166 | $4,231,518 | $3,881,081 |
4. NET GAINS (LOSSES) FROM INVESTMENT ACTIVITIES – ASSET MANAGEMENT AND
STRATEGIC HOLDINGS
Net Gains (Losses) from Investment Activities in the consolidated statements of operations consist primarily of the
realized and unrealized gains and losses on investments (including foreign exchange gains and losses attributable to foreign
denominated investments and related activities) and other financial instruments, including those for which the fair value
option has been elected. Unrealized gains or losses result from changes in the fair value of these investments and other
financial instruments during a period. Upon disposition of an investment or financial instrument, previously recognized
unrealized gains or losses are reversed and an offsetting realized gain or loss is recognized in the current period.
The following table summarizes total Net Gains (Losses) from Investment Activities:
| Line item | Three Months Ended June 30, 2026 / Net Realized Gains (Losses) | Three Months Ended June 30, 2026 / Net Unrealized Gains (Losses) | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / Net Realized Gains (Losses) | Three Months Ended June 30, 2025 / Net Unrealized Gains (Losses) | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Private Equity (1) | $701,297 | $164,055 | $865,352 | $318,207 | $1,417,069 | $1,735,276 |
| Credit (1) | (16,649) | (38,604) | (55,253) | (3,161) | 123,699 | 120,538 |
| Investments of Consolidated CFEs (1) | (176,999) | 371,159 | 194,160 | (54,082) | 46,252 | (7,830) |
| Real Assets (1) | 137,065 | (156,957) | (19,892) | 11,966 | 184,101 | 196,067 |
| Other Investments (1) | 30,242 | (43,652) | (13,410) | 15,085 | 131,117 | 146,202 |
| Foreign Exchange Forward Contracts and Options (2) | (31,400) | (50,900) | (82,300) | (62,213) | (1,164,963) | (1,227,176) |
| Securities Sold Short (2) | — | (6,521) | (6,521) | (1,287) | (7,400) | (8,687) |
| Other Derivatives (2) | (12,260) | (8,300) | (20,560) | (6,338) | (1,969) | (8,307) |
| Debt Obligations and Other (3) | 14,331 | (78,653) | (64,322) | 2,443 | (200,792) | (198,349) |
| Net Gains (Losses) From Investment Activities (4) | $645,627 | $151,627 | $797,254 | $220,620 | $527,114 | $747,734 |
| Line item | Six Months Ended June 30, 2026 / Net Realized Gains (Losses) | Six Months Ended June 30, 2026 / Net Unrealized Gains (Losses) | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / Net Realized Gains (Losses) | Six Months Ended June 30, 2025 / Net Unrealized Gains (Losses) | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Private Equity (1) | $826,242 | $(500,283) | $325,959 | $686,643 | $2,487,535 | $3,174,178 |
| Credit (1) | (37,518) | (201,610) | (239,128) | (86,140) | 197,199 | 111,059 |
| Investments of Consolidated CFEs (1) | (296,649) | (172,120) | (468,769) | (192,168) | (239,639) | (431,807) |
| Real Assets (1) | 237,051 | (141,972) | 95,079 | (28,847) | 290,361 | 261,514 |
| Other Investments (1) | 79,476 | (39,889) | 39,587 | (127,682) | 461,351 | 333,669 |
| Foreign Exchange Forward Contracts and Options (2) | (39,910) | 422,246 | 382,336 | 21,613 | (1,631,985) | (1,610,372) |
| Securities Sold Short (2) | (21,293) | 9,173 | (12,120) | (1,281) | (7,051) | (8,332) |
| Other Derivatives (2) | (16,275) | (9,596) | (25,871) | (6,322) | (2,692) | (9,014) |
| Debt Obligations and Other (3) | 20,990 | 362,812 | 383,802 | 25,033 | (11,603) | 13,430 |
| Net Gains (Losses) From Investment Activities (4) | $752,114 | $(271,239) | $480,875 | $290,849 | $1,543,476 | $1,834,325 |
(1) See Note 7 “Investments.”
(2) See Note 8 “Derivatives” and Note 14 “Other Assets and Accrued Expenses and Other Liabilities.”
(3) See Note 16 “Debt Obligations.”
(4) For the three and six months ended June 30, 2026 and 2025, net gains (losses) from Equity Method investments were $196.6 million and $291.7 million,
respectively, and $415.3 million and $583.9 million, respectively.
5. NET INVESTMENT INCOME – INSURANCE
Net investment income for our Insurance segment is comprised primarily of (i) interest income, including amortization of
premiums and accretion of discounts, (ii) dividend income from common and preferred stock, (iii) earnings from investments
accounted for under equity method accounting, and (iv) lease income on real assets.
The components of net investment income were as follows:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Fixed Maturity Securities | $1,673,117 | $1,521,280 | $3,351,757 | $2,947,464 |
| Mortgage and Other Loan Receivables | 761,536 | 783,854 | 1,541,995 | 1,555,872 |
| Real Assets | 267,628 | 249,135 | 529,763 | 508,110 |
| Short-Term and Other Investment Income | 221,976 | 132,159 | 375,310 | 266,992 |
| Income Assumed from Funds Withheld Receivable at Interest | 16,850 | 12,774 | 33,836 | 32,254 |
| Policy Loans | 19,331 | 17,900 | 40,235 | 39,956 |
| Income Ceded to Funds Withheld Payable at Interest | (701,763) | (635,648) | (1,390,390) | (1,255,845) |
| Total Investment Income (Losses) | 2,258,675 | 2,081,454 | 4,482,506 | 4,094,803 |
| Less Investment Expenses: | | | | |
| Investment Management and Administration | 158,546 | 139,620 | 321,774 | 282,248 |
| Real Asset Depreciation and Maintenance | 31,143 | 59,505 | 71,316 | 123,237 |
| Interest Expense on Derivative Collateral and Repurchase Agreements | 29,864 | 18,983 | 61,230 | 42,692 |
| Net Investment Income | $2,039,122 | $1,863,346 | $4,028,186 | $3,646,626 |
6. NET INVESTMENT-RELATED GAINS (LOSSES) – INSURANCE
Net investment-related gains (losses) from insurance operations primarily consist of (i) realized gains (losses) from the
disposal of investments, (ii) unrealized gains (losses) from investments held for trading, equity securities, real estate
investments accounted for under investment company accounting, and investments with fair value remeasurements
recognized in earnings as a result of the election of a fair-value option, (iii) unrealized gains (losses) on funds withheld
receivable and payable at interest, (iv) unrealized gains (losses) from derivatives (excluding certain derivatives designated as
hedge accounting instruments), and (v) allowances for credit losses, and other impairments of investments.
Net investment-related gains (losses) were as follows:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Realized Gains (Losses) on Available-For-Sale Fixed Maturity Securities | $(168,682) | $(409,617) | $(266,498) | $(1,527,062) |
| (Addition To) Release of Credit Loss Allowances on Available-For-Sale Securities | (20,621) | (35,052) | (75,780) | (83,292) |
| (Addition To) Release of Credit Loss Allowances on Mortgage and Other Loan Receivables | (35,625) | 16,601 | (213,153) | (20,199) |
| (Addition To) Release of Credit Loss Allowances on Unfunded Commitments | 1,909 | 1,959 | 6,180 | 2,329 |
| Impairment of Available-for-Sale Fixed Maturity Securities Due to Intent to Sell | (53,372) | — | (53,372) | — |
| Unrealized Gains (Losses) on Fixed Maturity Securities Classified as Trading | 102,736 | (39,098) | (181,547) | 220,109 |
| Unrealized Gains (Losses) on Other Investments Recognized Under the Fair-Value Option and Equity Investments | (70,461) | (40,360) | (112,736) | 1,715 |
| Unrealized Gains (Losses) on Real Assets | 6,163 | (6,070) | (6,106) | 13,259 |
| Realized Gains on Real Assets | 5,074 | 6,894 | 21,849 | 17,395 |
| Net Gains (Losses) on Derivative Instruments | 740,487 | 525,792 | 706,039 | (133,788) |
| Realized Gains (Losses) on Funds Withheld at Interest Payable Portfolio | 6,831 | 39,822 | 35,838 | 115,808 |
| Realized Gains (Losses) on Funds Withheld at Interest Receivable Portfolio | (1,797) | (13,217) | (3,572) | (63,484) |
| Foreign Exchange Gains (Losses) on Non-USD Denominated Investments | (38,912) | 189,684 | (89,220) | 265,777 |
| Other Realized Gains (Losses) | (95,140) | 1,813 | (42,029) | (5,753) |
| Net Investment-Related Gains (Losses) | $378,590 | $239,151 | $(274,107) | $(1,197,186) |
Allowance for Credit Losses
Available-For-Sale Fixed Maturity Securities
The table below presents a roll-forward of the allowance for credit losses recognized for fixed maturity securities held by
Global Atlantic:
| Line item | Three Months Ended June 30, 2026 / Corporate | Three Months Ended June 30, 2026 / Structured | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / Corporate | Three Months Ended June 30, 2025 / Structured | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, as of Beginning of Period | $144,183 | $173,372 | $317,555 | $75,762 | $189,570 | $265,332 |
| Initial Credit Loss Allowance Recognized on Securities with No Previously Recognized Allowance | 13,609 | 2,500 | 16,109 | 19,104 | 1,517 | 20,621 |
| Accretion of Initial Credit Loss Allowance on PCD Securities | — | 168 | 168 | — | 158 | 158 |
| Reductions Due to Sales (or Maturities, Pay Downs or Prepayments) During the Period of Securities with a Previously Recognized Credit Loss Allowance | (7,841) | (5,513) | (13,354) | (419) | (10,024) | (10,443) |
| Net Additions / Reductions for Securities with a Previously Recognized Credit Loss Allowance | 3,255 | 1,257 | 4,512 | 9,037 | 5,394 | 14,431 |
| Balances Charged Off | (47,683) | — | (47,683) | (20,443) | — | (20,443) |
| Balance, as of End of Period | $105,523 | $171,784 | $277,307 | $83,041 | $186,615 | $269,656 |
| Line item | Six Months Ended June 30, 2026 / Corporate | Six Months Ended June 30, 2026 / Structured | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / Corporate | Six Months Ended June 30, 2025 / Structured | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, as of Beginning of Period | $108,859 | $179,805 | $288,664 | $99,616 | $175,706 | $275,322 |
| Initial Credit Loss Allowance Recognized on Securities with No Previously Recognized Allowance | 59,318 | 2,514 | 61,832 | 37,630 | 19,824 | 57,454 |
| Accretion of Initial Credit Loss Allowance on PCD Securities | — | 372 | 372 | — | 422 | 422 |
| Reductions Due to Sales (or Maturities, Pay Downs or Prepayments) During the Period of Securities with a Previously Recognized Credit Loss Allowance | (9,914) | (7,855) | (17,769) | (874) | (25,495) | (26,369) |
| Net Additions / Reductions for Securities with a Previously Recognized Credit Loss Allowance | 17,000 | (3,052) | 13,948 | 9,680 | 16,158 | 25,838 |
| Balances Charged Off | (69,740) | — | (69,740) | (63,011) | — | (63,011) |
| Balance, as of End of Period | $105,523 | $171,784 | $277,307 | $83,041 | $186,615 | $269,656 |
Mortgage and Other Loan Receivables
Changes in the allowance for credit losses on mortgage and other loan receivables held by Global Atlantic are summarized below:
| Line item | Three Months Ended June 30, 2026 / Commercial Mortgage Loans | Three Months Ended June 30, 2026 / Residential Mortgage Loans | Three Months Ended June 30, 2026 / Consumer and Other Loan Receivables | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / Commercial Mortgage Loans | Three Months Ended June 30, 2025 / Residential Mortgage Loans | Three Months Ended June 30, 2025 / Consumer and Other Loan Receivables | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, as of Beginning of Period | $434,350 | $89,489 | $194,108 | $717,947 | $351,031 | $108,586 | $159,230 | $618,847 |
| Net Provision (Release) | 5,280 | (12,531) | 42,876 | 35,625 | (14,924) | (22,548) | 20,871 | (16,601) |
| Charge-Offs | — | (401) | (88,380) | (88,781) | (315) | (1,444) | (32,975) | (34,734) |
| Recoveries of Amounts Previously Charged-Off | 646 | — | 5,657 | 6,303 | — | — | 6,977 | 6,977 |
| Balance, as of End of Period | $440,276 | $76,557 | $154,261 | $671,094 | $335,792 | $84,594 | $154,103 | $574,489 |
| Line item | Six Months Ended June 30, 2026 / Commercial Mortgage Loans | Six Months Ended June 30, 2026 / Residential Mortgage Loans | Six Months Ended June 30, 2026 / Consumer and Other Loan Receivables | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / Commercial Mortgage Loans | Six Months Ended June 30, 2025 / Residential Mortgage Loans | Six Months Ended June 30, 2025 / Consumer and Other Loan Receivables | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, as of Beginning of Period | $407,450 | $71,502 | $129,542 | $608,494 | $326,057 | $107,245 | $181,106 | $614,408 |
| Net Provision (Release) | 73,871 | 7,008 | 132,274 | 213,153 | 10,050 | (20,668) | 30,817 | 20,199 |
| Charge-Offs | (41,691) | (1,953) | (120,803) | (164,447) | (315) | (1,983) | (70,158) | (72,456) |
| Recoveries of Amounts Previously Charged-Off | 646 | — | 13,248 | 13,894 | — | — | 12,338 | 12,338 |
| Balance, as of End of Period | $440,276 | $76,557 | $154,261 | $671,094 | $335,792 | $84,594 | $154,103 | $574,489 |
Proceeds and Gross Gains and Losses from Voluntary Sales
The proceeds from voluntary sales and the gross gains and losses on those sales of available-for-sale (“AFS”) fixed maturity securities were as follows:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| AFS Fixed Maturity Securities: | | | | |
| Proceeds from Voluntary Sales | $7,388,592 | $7,853,663 | $15,841,439 | $19,984,077 |
| Gross Gains | $27,858 | $21,092 | $107,858 | $39,082 |
| Gross Losses | $(212,728) | $(391,517) | $(383,862) | $(1,518,261) |
7. INVESTMENTS
Investments consist of the following:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Asset Management and Strategic Holdings | | |
| Private Equity | $54,136,752 | $55,128,824 |
| Credit | 8,491,375 | 7,530,644 |
| Investments of Consolidated CFEs | 30,310,113 | 30,673,565 |
| Real Assets | 14,950,484 | 15,291,313 |
| Equity Method - Capital Allocation-Based Income | 12,323,070 | 11,842,627 |
| Other Investments | 7,350,748 | 7,481,332 |
| Investments – Asset Management and Strategic Holdings (7) | $127,562,542 | $127,948,305 |
| Insurance | | |
| Fixed Maturity Securities, Available-For-Sale, at Fair Value(1) | $88,056,662 | $90,587,056 |
| Mortgage and Other Loan Receivables | 48,754,106 | 53,638,617 |
| Fixed Maturity Securities, Trading, at Fair Value(2) | 25,809,785 | 25,233,959 |
| Real Assets(3)(4) | 15,313,257 | 15,030,980 |
| Other Investments(4)(5) | 7,377,983 | 3,542,920 |
| Funds Withheld Receivable at Interest | 2,249,450 | 2,324,346 |
| Policy Loans | 1,643,137 | 1,651,870 |
| Investments – Insurance(6) | $189,204,380 | $192,009,748 |
| Total Investments | $316,766,922 | $319,958,053 |
(1) Amortized cost of $94.7 billion and $96.7 billion, net of credit loss allowances of $277.3 million and $288.7 million as of June 30, 2026, and December 31,
2025, respectively.
(2) Amortized cost of $27.9 billion and $27.2 billion as of June 30, 2026, and December 31, 2025, respectively. Trading fixed maturity securities are primarily
held to back funds withheld payable at interest. The investment performance on these investments is ceded to third-party reinsurers.
(3) Net of accumulated depreciation of $812.4 million and $782.2 million as of June 30, 2026, and December 31, 2025, respectively.
(4) Real assets of $1.1 billion as of both June 30, 2026 and December 31, 2025, respectively, and other investments of $795.0 million and $855.0 million as of
June 30, 2026, and December 31, 2025, respectively, are accounted for using the equity method of accounting. In addition, Global Atlantic has
investments that would otherwise require the equity method of accounting for which the fair value option has been elected. The carrying amount of real
assets and other investments for which the fair value option has been elected was $795.7 million and $641.3 million, respectively, as of June 30, 2026,
and the carrying amount of these investments was $730.7 million and $436.3 million, respectively, as of December 31, 2025. Global Atlantic's maximum
exposure to loss related to equity method investments, including those for which fair value has been elected, is limited to the carrying value of these
investments plus unfunded commitments of $401.9 million and $447.2 million as of June 30, 2026, and December 31, 2025, respectively. Real assets
includes $2.4 billion of certain investments held for sale as of June 30, 2026; the estimated fair value of these assets, less costs to sell, exceeds their
carrying value.
(5) Other investments include equity securities, limited partnership interests, investments in FHLB common stock, and other interests.
(6) From time to time, Global Atlantic makes investments with counterparties that are managed by or are affiliates of KKR. As of June 30, 2026, and
December 31, 2025, the carrying value reflects the elimination for the portion of applicable investments that are held in Asset Management and Strategic
Holdings consolidated investment vehicles and other entities.
(7) As of June 30, 2026, and December 31, 2025, investments of $10.0 billion and $11.5 billion were accounted for using the equity method of accounting
within the asset classes Private Equity, Credit, Real Assets, and Other.
As of June 30, 2026, and December 31, 2025, there were no investments which represented greater than 5% of total
investments.
Fixed Maturity Securities
The cost or amortized cost and fair value for AFS fixed maturity securities were as follows:
| As of June 30, 2026 | Cost or Amortized Cost | Allowance for Credit Losses (1)(2) | Gross Unrealized / Gains | Gross Unrealized / Losses | Fair Value |
| --- | --- | --- | --- | --- | --- |
| AFS Fixed Maturity Securities Portfolio by Type: | | | | | |
| U.S. Government and Agencies | $506,875 | $— | $36 | $(118,772) | $388,139 |
| U.S. State, Municipal and Political Subdivisions | 2,712,643 | — | 2,529 | (659,370) | 2,055,802 |
| Corporate | 58,533,013 | (105,523) | 251,438 | (5,597,806) | 53,081,122 |
| Residential Mortgage-Backed Securities, or “RMBS” | 13,031,532 | (103,209) | 107,668 | (243,849) | 12,792,142 |
| Commercial Mortgage-Backed Securities, or “CMBS” | 7,241,186 | (58,241) | 46,778 | (155,415) | 7,074,308 |
| CLOs | 4,184,068 | (3,095) | 16,814 | (20,645) | 4,177,142 |
| Asset-Backed Securities, or “ABSs” | 8,507,842 | (7,239) | 53,395 | (65,991) | 8,488,007 |
| Total AFS Fixed Maturity Securities | $94,717,159 | $(277,307) | $478,658 | $(6,861,848) | $88,056,662 |
(1) Represents the cumulative amount of credit impairments that have been recognized in the consolidated statements of operations (as net investment
gains (losses)) or that were recognized as a gross-up of the purchase price of PCD securities. Amount excludes unrealized losses related to non-credit
impairment.
(2) Includes credit loss allowances on purchase-credit deteriorated fixed maturity securities of $(6.3) million.
| As of December 31, 2025 | Cost or Amortized Cost | Allowance for Credit Losses (1)(2) | Gross Unrealized / Gains | Gross Unrealized / Losses | Fair Value |
| --- | --- | --- | --- | --- | --- |
| AFS Fixed Maturity Securities Portfolio by Type: | | | | | |
| U.S. Government and Agencies | $525,418 | $— | $973 | $(115,321) | $411,070 |
| U.S. State, Municipal and Political Subdivisions | 3,171,012 | — | 4,681 | (727,699) | 2,447,994 |
| Corporate | 58,473,834 | (108,859) | 582,435 | (5,443,107) | 53,504,303 |
| RMBS | 13,744,631 | (115,766) | 153,583 | (233,783) | 13,548,665 |
| CMBS | 8,277,196 | (55,720) | 71,001 | (173,662) | 8,118,815 |
| CLOs | 5,595,032 | (2,660) | 32,678 | (18,993) | 5,606,057 |
| ABSs | 6,909,426 | (5,659) | 84,419 | (38,034) | 6,950,152 |
| Total AFS Fixed Maturity Securities | $96,696,549 | $(288,664) | $929,770 | $(6,750,599) | $90,587,056 |
(1) Represents the cumulative amount of credit impairments that have been recognized in the consolidated statements of operations (as net investment
gains (losses)) or that were recognized as a gross-up of the purchase price of PCD securities. Amount excludes unrealized losses related to non-credit
impairment.
(2) Includes credit loss allowances on purchase-credit deteriorated fixed maturity securities of $(5.8) million.
The maturity distribution for AFS fixed maturity securities is as follows:
| As of June 30, 2026 | Cost or Amortized Cost (Net of Allowance) | Fair Value |
| --- | --- | --- |
| Due in One Year or Less | $769,808 | $764,080 |
| Due After One Year Through Five Years | 12,831,916 | 12,675,388 |
| Due After Five Years Through Ten Years | 13,968,098 | 13,845,061 |
| Due After Ten Years | 34,077,186 | 28,240,534 |
| Subtotal | 61,647,008 | 55,525,063 |
| RMBS | 12,928,323 | 12,792,142 |
| CMBS | 7,182,945 | 7,074,308 |
| CLOs | 4,180,973 | 4,177,142 |
| ABSs and other structured securities | 8,500,603 | 8,488,007 |
| Total AFS Fixed Maturity Securities | $94,439,852 | $88,056,662 |
Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties, or Global Atlantic may have the right to put or sell the obligations
back to the issuers. Structured securities are shown separately as they have periodic payments and are not due at a single
maturity.
Securities in a Continuous Unrealized Loss Position
The following tables provide information about AFS fixed maturity securities that have been continuously in an unrealized loss position:
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Less Than 12 Months | | 12 Months or More | | Total | |
| As of June 30, 2026 | FairValue | Unrealized Losses | FairValue | Unrealized Losses | FairValue | Unrealized Losses |
| AFS Fixed Maturity Securities Portfolio by Type: | | | | | | |
| U.S. Government and Agencies | $81,130 | $(825) | $300,344 | $(117,947) | $381,474 | $(118,772) |
| U.S. State, Municipal and Political Subdivisions | 50,244 | (512) | 1,900,851 | (658,858) | 1,951,095 | (659,370) |
| Corporate | 20,360,604 | (634,732) | 13,984,553 | (4,963,074) | 34,345,157 | (5,597,806) |
| RMBS | 3,563,053 | (38,934) | 2,119,116 | (204,915) | 5,682,169 | (243,849) |
| CMBS | 1,202,107 | (14,029) | 1,106,495 | (141,386) | 2,308,602 | (155,415) |
| CLOs | 680,997 | (7,929) | 160,939 | (12,716) | 841,936 | (20,645) |
| ABSs | 3,326,770 | (37,539) | 535,913 | (28,452) | 3,862,683 | (65,991) |
| Total AFS Fixed Maturity Securities in a Continuous Loss Position | $29,264,905 | $(734,500) | $20,108,211 | $(6,127,348) | $49,373,116 | $(6,861,848) |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Less Than 12 Months | | 12 Months or More | | Total | |
| As of December 31, 2025 | FairValue | Unrealized Losses | FairValue | Unrealized Losses | FairValue | Unrealized Losses |
| AFS Fixed Maturity Securities Portfolio by Type: | | | | | | |
| U.S. Government and Agencies | $6,471 | $(91) | $309,323 | $(115,230) | $315,794 | $(115,321) |
| U.S. State, Municipal and Political Subdivisions | 63,324 | (2,881) | 2,218,719 | (724,818) | 2,282,043 | (727,699) |
| Corporate | 10,823,134 | (318,232) | 15,212,470 | (5,124,875) | 26,035,604 | (5,443,107) |
| RMBS | 924,438 | (11,289) | 2,394,460 | (222,494) | 3,318,898 | (233,783) |
| CMBS | 648,393 | (8,421) | 1,358,253 | (165,241) | 2,006,646 | (173,662) |
| CLOs | 445,694 | (7,687) | 175,420 | (11,306) | 621,114 | (18,993) |
| ABSs | 918,685 | (8,027) | 634,040 | (30,007) | 1,552,725 | (38,034) |
| Total AFS Fixed Maturity Securities in a Continuous Loss Position | $13,830,139 | $(356,628) | $22,302,685 | $(6,393,971) | $36,132,824 | $(6,750,599) |
Unrealized gains and losses can be created by changing interest rates or several other factors, including changing credit
spreads. Global Atlantic had gross unrealized losses on below investment grade AFS fixed maturity securities of $228.1 million
and $279.7 million as of June 30, 2026, and December 31, 2025, respectively. The single largest unrealized loss on AFS fixed
maturity securities was $42.6 million and $43.8 million as of June 30, 2026, and December 31, 2025, respectively. Global
Atlantic had 5,249 and 4,294 securities in an unrealized loss position as of June 30, 2026, and December 31, 2025,
respectively.
As of June 30, 2026, AFS fixed maturity securities in an unrealized loss position for 12 months or more consisted of 2,614
fixed maturity securities. AFS fixed maturity securities in an unrealized loss position for 12 months or more with an allowance
for credit losses had a fair value and gross unrealized losses of $1.1 billion and $105.6 million, respectively, as of June 30,
2026. These fixed maturity securities primarily relate to Corporate, RMBS, and U.S. state, municipal and political subdivisions
fixed maturity securities, which have depressed values due primarily to an increase in interest rates since the purchase of
these securities. Unrealized losses were not recognized in net income on these fixed maturity securities since Global Atlantic
neither intends to sell the securities nor does it believe that it is more likely than not that it will be required to sell these
securities before recovery of their cost or amortized cost basis. For securities with significant declines in value, individual
security level analysis was performed utilizing underlying collateral default expectations, market data, and industry analyst
reports.
Mortgage and Other Loan Receivables
Mortgage and other loan receivables consist of the following:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Commercial Mortgage Loans | $24,731,728 | $27,023,582 |
| Residential Mortgage Loans | 20,471,063 | 21,697,199 |
| Consumer Loans | 3,144,780 | 3,927,619 |
| Other Loan Receivables(1) | 1,077,629 | 1,598,711 |
| Total Mortgage and Other Loan Receivables(2) | $49,425,200 | $54,247,111 |
| Allowance for Credit Losses(3) | (671,094) | (608,494) |
| Total Mortgage and Other Loan Receivables, Net of Allowance for Credit Losses | $48,754,106 | $53,638,617 |
(1) As of June 30, 2026, other loan receivables consisted primarily of business loans, renewable energy development loans, warehouse facility loans backed
by agricultural mortgages, loans collateralized by aircraft, and loans collateralized by residential mortgages, of $357.3 million, $192.0 million, $191.8
million, $115.9 million and $200.0 million, respectively. As of December 31, 2025, other loan receivables consisted primarily of business loans, warehouse
facility loans backed by agricultural mortgages, renewable energy development loans, loans collateralized by aircraft, and loans collateralized by
residential mortgages, of $415.6 million, $368.5 million, $347.2 million, $245.7 million, and $200.2 million, respectively.
(2) Includes $12.6 billion and $11.2 billion of loans carried at fair value using the fair value option as of June 30, 2026, and December 31, 2025, respectively.
These loans had unpaid principal balances of $12.9 billion and $11.3 billion as of June 30, 2026, and December 31, 2025, respectively.
(3) Includes credit loss allowances on purchase-credit deteriorated mortgage and other loan receivables of $(38.2) million and $(41.6) million as of June 30,
2026, and December 31, 2025, respectively.
The maturity distribution for residential and commercial mortgage loans was as follows as of June 30, 2026:
| Years | Residential | Commercial | Total Mortgage Loans |
| --- | --- | --- | --- |
| Remainder of 2026 | $166,943 | $4,377,133 | $4,544,076 |
| 2027 | 508,464 | 9,691,390 | 10,199,854 |
| 2028 | 106,831 | 3,057,646 | 3,164,477 |
| 2029 | 4,154 | 2,160,899 | 2,165,053 |
| 2030 | 1,566 | 912,742 | 914,308 |
| 2031 | 293,901 | 1,574,956 | 1,868,857 |
| Thereafter | 19,389,204 | 2,956,962 | 22,346,166 |
| Total | $20,471,063 | $24,731,728 | $45,202,791 |
Actual maturities could differ from contractual maturities because borrowers may have the right to prepay (with or
without prepayment penalties) and loans may be refinanced.
Global Atlantic diversifies its mortgage loan portfolio by both geographic region and property type to reduce
concentration risk. The following tables present the mortgage loans by geographic region and property type:
| Mortgage Loans – Carrying Value by Geographic Region | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| South Atlantic | 26.8% | 26.3% |
| Pacific | 23.9% | 23.8% |
| Middle Atlantic | 13.1% | 13.1% |
| West South Central | 11.0% | 11.6% |
| Mountain | 7.7% | 8.4% |
| New England | 3.8% | 3.6% |
| East North Central | 3.2% | 3.1% |
| East South Central | 2.2% | 2.1% |
| West North Central | 0.8% | 0.9% |
| International | 5.6% | 5.4% |
| Other Regions | 1.9% | 1.7% |
| Total by Geographic Region | 100.0% | 100.0% |
| Mortgage Loans – Carrying Value by Property Type | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Residential | 45.3% | 44.5% |
| Multi-Family | 26.6% | 27.0% |
| Industrial | 13.2% | 13.5% |
| Office Building | 9.5% | 9.6% |
| Other Property Types | 3.3% | 3.3% |
| Retail | 1.9% | 1.8% |
| Warehouse | 0.2% | 0.3% |
| Total by Property Type | 100.0% | 100.0% |
As of June 30, 2026, and December 31, 2025, Global Atlantic had $296.4 million and $318.4 million of mortgage loans that
were 90 days or more past due or are in the process of foreclosure, respectively, and have been classified as non-income
producing (i.e., in a non-accrual status). Global Atlantic ceases accrual of interest on loans that are more than 90 days past
due or are in the process of foreclosure and recognizes income as cash is received.
Credit Quality Indicators
Mortgage and Consumer Loan Receivable Performance Status
The following table represents the portfolio of mortgage and consumer loan receivables by origination year and performance status as of June 30, 2026, and December 31, 2025:
| Performance Status as of June 30, 2026 | By Year of Origination / 2026 | By Year of Origination / 2025 | By Year of Origination / 2024 | By Year of Origination / 2023 | By Year of Origination / 2022 | By Year of Origination / Prior | By Year of Origination / Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Commercial Mortgage Loans | | | | | | | |
| Gross Charge-Offs for the Six Months Ended June 30, 2026 | $— | $— | $— | $— | $— | $(41,691) | $(41,691) |
| Current | $326,601 | $3,903,921 | $4,925,310 | $1,878,398 | $4,590,601 | $9,027,805 | $24,652,636 |
| 30 to 59 Days Past Due | — | — | — | — | — | — | — |
| 60 to 89 Days Past Due | — | — | — | — | — | — | — |
| 90 Days or More Past Due or in Process of Foreclosure | — | — | — | — | — | 79,092 | 79,092 |
| Total Commercial Mortgage Loans | $326,601 | $3,903,921 | $4,925,310 | $1,878,398 | $4,590,601 | $9,106,897 | $24,731,728 |
| Residential Mortgage Loans | | | | | | | |
| Gross Charge-Offs for the Six Months Ended June 30, 2026 | $— | $(231) | $(304) | $(327) | $(340) | $(751) | $(1,953) |
| Current | $1,434,650 | $3,940,827 | $5,222,931 | $2,495,274 | $2,158,755 | $4,607,446 | $19,859,883 |
| 30 to 59 Days Past Due | 5,395 | 66,617 | 110,255 | 65,493 | 26,224 | 50,097 | 324,081 |
| 60 to 89 Days Past Due | — | 7,604 | 27,070 | 16,185 | 3,781 | 15,158 | 69,798 |
| 90 Days or More Past Due or in Process of Foreclosure | — | 39,845 | 77,433 | 38,191 | 19,280 | 42,552 | 217,301 |
| Total Residential Mortgage Loans | $1,440,045 | $4,054,893 | $5,437,689 | $2,615,143 | $2,208,040 | $4,715,253 | $20,471,063 |
| Performance Status as of June 30, 2026 | By Year of Origination / 2026 | By Year of Origination / 2025 | By Year of Origination / 2024 | By Year of Origination / 2023 | By Year of Origination / 2022 | By Year of Origination / Prior | By Year of Origination / Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Consumer Loans | | | | | | | |
| Gross Charge-Offs for the Six Months Ended June 30, 2026 | $— | $(139) | $(5,189) | $(8,385) | $(8,340) | $(42,822) | $(64,875) |
| Current | $— | $26,005 | $271,835 | $328,597 | $546,553 | $1,894,325 | $3,067,315 |
| 30 to 59 Days Past Due | — | 272 | 3,439 | 3,591 | 5,804 | 19,554 | 32,660 |
| 60 to 89 Days Past Due | — | 63 | 1,989 | 2,046 | 2,785 | 8,804 | 15,687 |
| 90 Days or More Past Due or in Process of Foreclosure | — | 463 | 4,521 | 4,768 | 5,959 | 13,407 | 29,118 |
| Total Consumer Loans | $— | $26,803 | $281,784 | $339,002 | $561,101 | $1,936,090 | $3,144,780 |
| Total Mortgage and Consumer Loan Receivables | $1,766,646 | $7,985,617 | $10,644,783 | $4,832,543 | $7,359,742 | $15,758,240 | $48,347,571 |
| Performance Status as of December 31, 2025 | By Year of Origination / 2025 | By Year of Origination / 2024 | By Year of Origination / 2023 | By Year of Origination / 2022 | By Year of Origination / 2021 | By Year of Origination / Prior | By Year of Origination / Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Commercial Mortgage Loans | | | | | | | |
| Gross Charge-Offs for the Twelve Months Ended December 31, 2025 | $— | $— | $— | $— | $(1,824) | $(9,796) | $(11,620) |
| Current | $3,850,935 | $5,015,588 | $3,215,016 | $5,163,206 | $5,910,951 | $3,822,886 | $26,978,582 |
| 30 to 59 Days Past Due | — | — | — | — | — | — | — |
| 60 to 89 Days Past Due | — | — | — | — | — | — | — |
| 90 Days or More Past Due or in Process of Foreclosure | — | — | — | — | — | 45,000 | 45,000 |
| Total Commercial Mortgage Loans | $3,850,935 | $5,015,588 | $3,215,016 | $5,163,206 | $5,910,951 | $3,867,886 | $27,023,582 |
| Residential Mortgage Loans | | | | | | | |
| Gross Charge-Offs for the Twelve Months Ended December 31, 2025 | $— | $(1,110) | $(726) | $(1,327) | $(149) | $(4,538) | $(7,850) |
| Current | $4,976,510 | $6,334,704 | $2,981,373 | $1,689,316 | $3,628,245 | $1,357,231 | $20,967,379 |
| 30 to 59 Days Past Due | 52,368 | 117,945 | 78,904 | 24,199 | 33,931 | 39,770 | 347,117 |
| 60 to 89 Days Past Due | 16,725 | 41,610 | 17,482 | 5,624 | 11,971 | 15,877 | 109,289 |
| 90 Days or More Past Due or in Process of Foreclosure | 7,953 | 112,116 | 47,811 | 30,481 | 42,242 | 32,811 | 273,414 |
| Total Residential Mortgage Loans | $5,053,556 | $6,606,375 | $3,125,570 | $1,749,620 | $3,716,389 | $1,445,689 | $21,697,199 |
| Consumer Loans | | | | | | | |
| Gross Charge-Offs for the Twelve Months Ended December 31, 2025 | $(120) | $(7,198) | $(14,431) | $(18,485) | $(55,133) | $(41,338) | $(136,705) |
| Current | $31,390 | $355,050 | $385,236 | $617,583 | $1,123,889 | $1,311,315 | $3,824,463 |
| 30 to 59 Days Past Due | 150 | 3,493 | 3,993 | 4,870 | 15,929 | 16,500 | 44,935 |
| 60 to 89 Days Past Due | 117 | 2,318 | 3,035 | 3,583 | 8,398 | 9,477 | 26,928 |
| 90 Days or More Past Due or in Process of Foreclosure | 160 | 3,107 | 3,965 | 6,419 | 8,050 | 9,592 | 31,293 |
| Total Consumer Loans | $31,817 | $363,968 | $396,229 | $632,455 | $1,156,266 | $1,346,884 | $3,927,619 |
| Total Mortgage and Consumer Loan Receivables | $8,936,308 | $11,985,931 | $6,736,815 | $7,545,281 | $10,783,606 | $6,660,459 | $52,648,400 |
Loan-to-Value Ratio on Mortgage Loans
The loan-to-value ratio is expressed as a percentage of the current amount of the loan relative to the value of the
underlying collateral. The following table summarizes Global Atlantic's loan-to-value ratios for its commercial mortgage loans as of June 30, 2026, and December 31, 2025:
| Loan-to-Value as of June 30, 2026, by Year of Origination | Carrying Value Loan-to-Value 70% and Less | Carrying Value Loan-to-Value 71% - 90% | Carrying Value Loan-to-Value Over 90% | Total Carrying Value |
| --- | --- | --- | --- | --- |
| 2026 | $326,601 | $— | $— | $326,601 |
| 2025 | 3,678,033 | 225,888 | — | 3,903,921 |
| 2024 | 4,633,847 | 291,463 | — | 4,925,310 |
| 2023 | 1,878,398 | — | — | 1,878,398 |
| 2022 | 4,256,778 | 333,823 | — | 4,590,601 |
| 2021 | 4,023,145 | 1,347,137 | 114,260 | 5,484,542 |
| Prior | 3,161,768 | 67,837 | 392,750 | 3,622,355 |
| Total Commercial Mortgage Loans | $21,958,570 | $2,266,148 | $507,010 | $24,731,728 |
| Loan-to-Value as of December 31, 2025, by Year of Origination | Carrying Value Loan-to-Value 70% and Less | Carrying Value Loan-to-Value 71% - 90% | Carrying Value Loan-to-Value Over 90% | Total Carrying Value |
| --- | --- | --- | --- | --- |
| 2025 | $3,662,392 | $188,543 | $— | $3,850,935 |
| 2024 | 4,865,317 | 150,271 | — | 5,015,588 |
| 2023 | 3,215,016 | — | — | 3,215,016 |
| 2022 | 4,719,340 | 408,918 | 34,948 | 5,163,206 |
| 2021 | 4,427,697 | 1,285,014 | 198,240 | 5,910,951 |
| 2020 | 376,593 | 89,762 | 34,974 | 501,329 |
| Prior | 3,057,650 | 83,147 | 225,760 | 3,366,557 |
| Total Commercial Mortgage Loans | $24,324,005 | $2,205,655 | $493,922 | $27,023,582 |
Changing economic conditions and updated assumptions affect Global Atlantic's assessment of the collectibility of
commercial mortgage loans. Changing vacancies and rents are incorporated into the analysis that Global Atlantic performs to
measure the allowance for credit losses. In addition, Global Atlantic continuously monitors its commercial mortgage loan
portfolio to identify risk. Areas of emphasis are properties that have exposure to specific geographic events or have
deteriorating credit.
The weighted average loan-to-value ratio for Global Atlantic's residential mortgage loans was 64% as of both June 30,
2026, and December 31, 2025.
Loan Modifications
Global Atlantic may modify the terms of a loan when the borrower is experiencing financial difficulties, as a means to
optimize recovery of amounts due on the loan. Modifications may involve temporary relief, such as payment forbearance for
a short period of time (where interest continues to accrue) or may involve more substantive changes to a loan. Changes to the
terms of a loan, pursuant to a modification agreement, are factored into the analysis of the loan’s expected credit losses,
under the allowance model applicable to the loan.
For commercial mortgage loans, modifications for borrowers experiencing financial difficulty are tailored for individual
loans and may include interest rate relief, maturity extensions or, less frequently, principal forgiveness. For both residential
mortgage loans and consumer loans, the most common modifications for borrowers experiencing financial difficulty, aside
from insignificant delays in payment, typically involve deferral of missed payments to the end of the loan term, interest rate
relief, or maturity extensions.
The tables below present the carrying value of loans to borrowers experiencing financial difficulty, for which modifications have been granted during the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, 2026 by Loan Type | Deferral of Amounts Due | Interest Rate Relief | Maturity Extension | Combination(1) | Total | Percentage of Total Carrying Value Outstanding |
| --- | --- | --- | --- | --- | --- | --- |
| Commercial Mortgage Loans | $— | $— | $64,304 | $81,167 | $145,471 | 0.59% |
| Residential Mortgage Loans | 985 | — | — | 1,221 | 2,206 | 0.01% |
| Consumer Loans | 3,537 | 30 | 7,334 | 3,173 | 14,074 | 0.45% |
| Total(2) | $4,522 | $30 | $71,638 | $85,561 | $161,751 | |
(1) Includes modifications involving a combination of deferral of amounts due, interest rate relief, or maturity extension.
(2) Excludes loans that were modified during the year, but were repaid in full by year end.
| Six Months Ended June 30, 2025 by Loan Type | Deferral of Amounts Due | Interest Rate Relief | Maturity Extension | Combination(1) | Total | Percentage of Total Carrying Value Outstanding |
| --- | --- | --- | --- | --- | --- | --- |
| Commercial Mortgage Loans | $— | $37,891 | $— | $68,859 | $106,750 | 0.41% |
| Residential Mortgage Loans | 439 | — | — | 2,045 | 2,484 | 0.01% |
| Consumer Loans | 5,946 | 314 | 13,233 | 13,641 | 33,134 | 0.74% |
| Total(2) | $6,385 | $38,205 | $13,233 | $84,545 | $142,368 | |
(1) Includes modifications involving a combination of deferral of amounts due, interest rate relief, or maturity extension.
(2) Excludes loans that were modified during the year, but were repaid in full by year end.
All of the commercial mortgage loans that had a combination of modifications had both interest rate relief and maturity
extensions. For commercial mortgage loans granted interest rate relief, this relief may involve a change from a floating rate to
fixed, a decrease in fixed rate, or a decrease in spread. Interest rate relief provided during the six months ended June 30, 2026
and 2025, was at a weighted average rate of 7.7% and 3.0%, respectively. The maturity extensions for commercial mortgage
loans added a weighted-average of 2.1 years and 2.0 years to the life of the loans, for the six months ended June 30, 2026 and
2025, respectively. As of June 30, 2026, Global Atlantic has commitments to lend additional funds of $42.9 million for the
modified commercial mortgage loans disclosed above.
The table below presents the performance status of the loans modified during the twelve months ended June 30, 2026:
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| Performance Status as of June 30, 2026 by Loan Type | Current | 30-59 Days Past Due | 60-89 Days Past Due | 90 Days or More Past Due or in Process of Foreclosure | Total |
| Commercial Mortgage Loans | $331,141 | $— | $— | $— | $331,141 |
| Residential Mortgage Loans | 1,668 | 788 | 1,256 | 469 | 4,181 |
| Consumer Loans | 18,072 | 4,634 | 1,596 | 934 | 25,236 |
| Total(1) | $350,881 | $5,422 | $2,852 | $1,403 | $360,558 |
(1) Loans may have been modified more than once during the twelve months period; in this circumstance, the loan is only included once in this table.
Modified loans that were subsequently repaid are excluded.
Repurchase Agreement Transactions
As of June 30, 2026, and December 31, 2025, Global Atlantic participated in repurchase agreements with a notional value
of $501.5 million and $663.8 million, respectively. As collateral for these transactions, Global Atlantic typically posts AFS fixed
maturity securities and/or mortgage and other loan receivables, which are included in Insurance – Investments in the
consolidated statements of financial condition. The gross obligation for repurchase agreements is reported in Other Liabilities
in the consolidated statements of financial condition.
The carrying value of assets pledged for repurchase agreements by type of collateral and remaining contractual maturity of the repurchase agreements as of June 30, 2026, and December 31, 2025 is presented in the following tables:
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| As of June 30, 2026 | Overnight | <30 Days | 30 - 90 Days | > 90 Days | Total |
| Residential Mortgage Loans | $— | $400 | $153,069 | $383,321 | $536,790 |
| Total Assets Pledged | $— | $400 | $153,069 | $383,321 | $536,790 |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| As of December 31, 2025 | Overnight | <30 Days | 30 - 90 Days | > 90 Days | Total |
| Residential Mortgage Loans | $— | $8,631 | $312,404 | $390,974 | $712,009 |
| Total Assets Pledged | $— | $8,631 | $312,404 | $390,974 | $712,009 |
Other Pledges and Restrictions
Certain Global Atlantic subsidiaries are members of regional banks in the Federal Home Loan Banks (“FHLB”) system and
such membership requires the members to own stock in these FHLBs. Global Atlantic owns an aggregate of $153.9 million and
$122.0 million (accounted for at cost basis) of stock in FHLBs as of June 30, 2026, and December 31, 2025, respectively. In
addition, Global Atlantic insurance company subsidiaries have entered into funding agreements with the FHLB, which require
that Global Atlantic pledge eligible assets, such as fixed maturity securities and mortgage loans, as collateral. Assets pledged
as collateral for these funding agreements had a carrying value of $9.2 billion and $7.1 billion as of June 30, 2026, and
December 31, 2025, respectively.
The capital stock of one of Global Atlantic’s equity method investments has been pledged as collateral security for the
due payment and performance of the debt obligations of the investee. Global Atlantic’s investment subject to this pledge had
a carrying value of $837.7 million and $873.6 million as of June 30, 2026, and December 31, 2025, respectively.
Insurance – Statutory Deposits
As of June 30, 2026, and December 31, 2025, the carrying value of the assets on deposit with various state and U.S.
governmental authorities were $142.3 million and $145.1 million, respectively.
8. DERIVATIVES
Asset Management and Strategic Holdings
KKR and certain of its consolidated funds have entered into derivative transactions as part of the overall risk management
for their investment strategies. These derivative contracts are not designated as hedging instruments for accounting
purposes. Such contracts may include forward, swap, and option contracts related to foreign currencies and interest rates to
manage foreign exchange risk and interest rate risk arising from certain assets and liabilities. All derivatives are recognized in
Other Assets or Accrued Expenses and Other Liabilities and are presented on a gross basis in the consolidated statements of
financial condition and measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment
Activities in the accompanying consolidated statements of operations. KKR's derivative financial instruments contain credit
risk to the extent that its counterparties may be unable to meet the terms of the agreements. KKR attempts to reduce this risk
by limiting its counterparties to major financial institutions with strong credit ratings.
Insurance
Global Atlantic holds derivative instruments that are primarily used in its hedge program. Global Atlantic has established
a hedge program that seeks to mitigate economic impacts primarily from interest rate and equity price movements, while
taking into consideration accounting and capital impacts.
Global Atlantic hedges interest rate and equity market risks associated with its insurance liabilities, including fixed-
indexed annuities, indexed universal life policies, variable annuity policies, and variable universal life policies, among others.
For fixed-indexed annuities and indexed universal life policies, Global Atlantic generally seeks to use static hedges to offset
the exposure primarily created by changes in its embedded derivative balances. Global Atlantic generally purchases options
which replicate the crediting rate strategies, often in the form of call spreads. Call spreads are the purchase of a call option
matched by the sale of a different call option. For variable annuities and variable universal life policies, Global Atlantic
generally seeks to dynamically hedge its exposure to changes in the value of the guarantee it provides to policyholders. Doing so requires the active trading of several financial instruments to respond to changes in market conditions. In addition, Global
Atlantic enters into inflation swaps to manage inflation risk associated with inflation-indexed preneed policies.
In the context of specific reinsurance transactions in the institutional channel or acquisitions, Global Atlantic may also
enter into hedges which are designed to limit short-term market risks to the economic value of the target assets. From time to
time, Global Atlantic also enters into hedges designed to mitigate interest rate and credit risk in investment income, interest
expense, and fair value of assets and liabilities. In addition, Global Atlantic enters into currency swaps and forwards to
manage any foreign exchange rate risks that may arise from investments and policy liabilities denominated in foreign
currencies.
Global Atlantic attempts to mitigate the risk of loss due to ineffectiveness under these derivative investments through a
regular monitoring process which evaluates the program’s effectiveness. Global Atlantic monitors its derivative activities by
reviewing portfolio activities and risk levels. Global Atlantic also oversees all derivative transactions to ensure that the types
of transactions entered into and the results obtained from those transactions are consistent with both Global Atlantic's risk
management strategy and its policies and procedures.
The restricted cash which was held in connection with open derivative transactions with exchange brokers was $41.6
million and $49.9 million as of June 30, 2026, and December 31, 2025, respectively.
Global Atlantic also has embedded derivatives related to reinsurance contracts that are accounted for on a modified
coinsurance and funds withheld basis. An embedded derivative exists because the arrangement exposes the reinsurer to
third-party credit risk. These embedded derivatives are included in funds withheld receivable and payable at interest in the
consolidated statements of financial condition.
Credit Risk
Global Atlantic may be exposed to credit-related losses in the event of nonperformance by its counterparties to
derivatives. Generally, the current credit exposure of Global Atlantic’s derivatives is limited to the positive fair value of
derivatives less any collateral received from the counterparty.
Global Atlantic manages the credit risk on its derivatives by entering into derivative transactions with highly rated
financial institutions and other creditworthy counterparties and, where feasible, by trading through central clearing
counterparties. Global Atlantic further manages its credit risk on derivatives via the use of master netting agreements, which
require the daily posting of collateral by the party in a liability position. Counterparty credit exposure and collateral values are
monitored regularly and measured against counterparty exposure limits. The provisions of derivative transactions may allow
for the termination and settlement of a transaction if there is a downgrade to Global Atlantic’s financial strength ratings
below a specified level.
The fair value and notional value of the derivative assets and liabilities were as follows:
| As of June 30, 2026 | Notional Value | Derivative Assets | Derivative Liabilities |
| --- | --- | --- | --- |
| Asset Management and Strategic Holdings | | | |
| Foreign Exchange Contracts and Options | $24,680,091 | $297,452 | $732,343 |
| Other Derivatives | 6,382,607 | 20,793 | 11,339 |
| Total Asset Management and Strategic Holdings | $31,062,698 | $318,245 | $743,682 |
| Insurance | | | |
| Derivatives Designated as Hedge Accounting Instruments: | | | |
| Interest Rate Contracts | $13,149,183 | $11,233 | $373,079 |
| Foreign Currency Contracts | 9,468,092 | 70,376 | 105,828 |
| Total Derivatives Designated as Hedge Accounting Instruments | $22,617,275 | $81,609 | $478,907 |
| Derivatives Not Designated as Hedge Accounting Instruments: | | | |
| Equity Market Contracts | $43,018,226 | $2,927,570 | $120,819 |
| Interest Rate Contracts | 15,187,396 | 86,854 | 307,712 |
| Foreign Currency Contracts | 6,990,564 | 107,479 | 161,659 |
| Other Contracts | 2,645 | 18,817 | — |
| Total Derivatives Not Designated as Hedge Accounting Instruments | 65,198,831 | 3,140,720 | 590,190 |
| Counterparty Netting(2) | — | (554,004) | (554,004) |
| Cash Collateral | — | (2,319,849) | (55,671) |
| Total Insurance(1) | $87,816,106 | $348,476 | $459,422 |
| Fair Value Included Within Total Assets and Liabilities | $118,878,804 | $666,721 | $1,203,104 |
(1) Excludes embedded derivatives. The fair value of these embedded derivatives related to assets was $87.8 million and the fair value of these embedded
derivatives related to liabilities was $6.1 billion as of June 30, 2026.
(2) Represents netting of derivative exposures covered by qualifying master netting agreements.
| As of December 31, 2025 | Notional Value | Derivative Assets | Derivative Liabilities |
| --- | --- | --- | --- |
| Asset Management and Strategic Holdings | | | |
| Foreign Exchange Contracts and Options | $24,638,928 | $179,920 | $1,034,543 |
| Other Derivatives | 395,000 | 9,905 | — |
| Total Asset Management and Strategic Holdings | $25,033,928 | $189,825 | $1,034,543 |
| Insurance | | | |
| Derivatives Designated as Hedge Accounting Instruments: | | | |
| Interest Rate Contracts | $13,455,830 | $74,363 | $317,096 |
| Foreign Currency Contracts | 6,074,755 | 27,045 | 112,226 |
| Total Derivatives Designated as Hedge Accounting Instruments | $19,530,585 | $101,408 | $429,322 |
| Derivatives Not Designated as Hedge Accounting Instruments: | | | |
| Equity Market Contracts | $41,859,071 | $2,676,076 | $118,582 |
| Interest Rate Contracts | 17,525,214 | 310,503 | 322,404 |
| Foreign Currency Contracts | 4,325,825 | 31,860 | 223,470 |
| Other Contracts | 3,957 | 9,462 | 4,995 |
| Total Derivatives Not Designated as Hedge Accounting Instruments | 63,714,067 | 3,027,901 | 669,451 |
| Counterparty Netting(2) | — | (615,081) | (615,081) |
| Cash Collateral | — | (2,208,206) | (47,447) |
| Total Insurance(1) | $83,244,652 | $306,022 | $436,245 |
| Fair Value Included Within Total Assets and Liabilities | $108,278,580 | $495,847 | $1,470,788 |
(1) Excludes embedded derivatives. The fair value of these embedded derivatives related to assets was $78.9 million and the fair value of these embedded
derivatives related to liabilities was $5.6 billion as of December 31, 2025.
(2) Represents netting of derivative exposures covered by qualifying master netting agreements.
Derivatives Designated as Accounting Hedges
Where Global Atlantic has derivative instruments that are designated and qualify as accounting hedges, these derivative
instruments receive hedge accounting.
Fair Value Hedges
Global Atlantic has designated foreign exchange derivative contracts, including forwards and swaps, to hedge the foreign
currency risk associated with foreign currency-denominated bonds in fair value hedges. These foreign currency-denominated
bonds are accounted for as AFS fixed maturity securities. Changes in the fair value of the hedged AFS fixed maturity securities
due to changes in spot exchange rates are reclassified from AOCI to earnings, which offsets the earnings impact of the spot
changes of the foreign exchange derivative contracts, both of which are recognized within investment-related gains (losses).
The effectiveness of these hedges is assessed using the spot method. Changes in the fair value of the foreign exchange
derivative contracts related to changes in the spot-forward difference are excluded from the assessment of hedge
effectiveness and are deferred in AOCI and recognized in earnings using a systematic and rational method over the life of the
foreign exchange derivative contracts. The amortized cost of the AFS fixed maturity securities in qualifying foreign exchange
fair value hedges was $5.3 billion and $3.7 billion as of June 30, 2026, and December 31, 2025, respectively.
Global Atlantic has designated foreign exchange swaps to hedge the foreign currency risk associated with certain policy
liabilities in fair value hedges. Changes in the fair value of the hedged policy liabilities due to changes in spot exchange rates
are recognized in earnings and are offset by the earnings impact of the spot changes of the foreign exchange swaps, both of
which are recognized within net policy benefits and claims. The effectiveness of these hedges is assessed using the spot
method. Changes in the fair value of the foreign exchange swaps related to changes in the spot-forward difference are
excluded from the assessment of hedge effectiveness and are deferred in AOCI and recognized in earnings using a systematic
and rational method over the life of the foreign exchange swaps. The carrying value of the policy liabilities in qualifying foreign
exchange fair value hedges was $100 million and nil as of June 30, 2026, and December 31, 2025, respectively.
Global Atlantic has designated interest rate swaps to hedge the interest rate risk associated with certain debt and policy
liabilities. These fair value hedges generally qualify for the shortcut method of assessing hedge effectiveness. The following table presents the financial statement classification, carrying amount, and cumulative fair value hedging adjustments for
qualifying hedged debt and policy liabilities:
| Line item | As of June 30, 2026 / Carrying Amount of Hedged Liabilities | As of June 30, 2026 / Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Liabilities(1) | As of December 31, 2025 / Carrying Amount of Hedged Liabilities | As of December 31, 2025 / Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Amount of Hedged Liabilities(1) |
| --- | --- | --- | --- | --- |
| Debt | $3,520,252 | $(176,118) | $3,572,318 | $(123,471) |
| Policy Liabilities | 4,556,855 | (129,265) | 3,647,117 | (99,239) |
(1) Includes $137.2 million and $154.6 million of hedging adjustments on discontinued hedging relationships as of June 30, 2026, and December 31, 2025,
respectively.
Cash Flow Hedges
Global Atlantic has designated bond forwards to hedge the interest rate risk associated with the planned purchase of AFS
fixed maturity securities in cash flow hedges. These arrangements are hedging purchases through December 2036, and are
expected to affect earnings until 2057. Regression analysis is used to assess the effectiveness of these hedges.
As of June 30, 2026, and December 31, 2025, there was a cumulative gain (loss) of $(158.3) million and $(213.9) million,
respectively, on the currently designated bond forwards recorded in accumulated other comprehensive income (loss).
Amounts deferred in accumulated other comprehensive income (loss) are reclassified to net investment income following the
qualifying purchases of AFS securities, as an adjustment to the yield earned over the life of the purchased securities, using the
effective interest method.
Global Atlantic has designated interest rate swaps to hedge the interest rate risk associated with floating rate
investments, including AFS fixed maturity securities and commercial mortgage loans. Regression analysis is used to assess the
effectiveness of these hedges.
As of June 30, 2026, and December 31, 2025, there was a cumulative gain (loss) of $(51.5) million and $(22.3) million on
the currently designated interest rate swaps recorded in accumulated other comprehensive income (loss), respectively.
Amounts deferred in accumulated other comprehensive gain (loss) are reclassified to net investment income in the same
period during which the hedged investments affect earnings.
Global Atlantic has designated foreign exchange swaps to hedge the foreign exchange risk associated with certain policy
liabilities in cash flow hedges. The critical terms of the swaps match those of the hedged liabilities, such that the respective
hedging relationship is expected to be perfectly effective (pursuant to ASC 815-20-25-84).
As of June 30, 2026, there was a cumulative gain (loss) of $13.6 million on the currently designated foreign exchange
swaps recorded in accumulated other comprehensive loss. Amounts deferred in accumulated other comprehensive loss are
reclassified to net policy benefits and claims in the same period during which the hedged policy liabilities affect earnings due
to changes in spot foreign exchange rates. The amount reclassified from accumulated other comprehensive loss for the swap
designated in the hedge comprises changes in its fair value due to changes in spot exchange rates and an allocated portion of
its initial spot-forward difference.
For all cash flow hedges, Global Atlantic estimates that the amount of gains/losses in accumulated other comprehensive
income (loss) to be reclassified into earnings in the next 12 months will not be material.
Net Investment Hedges
Global Atlantic has designated cross currency swaps to hedge the foreign currency risk associated with certain foreign
currency-denominated equity method investments in net investment hedges. The effectiveness of these hedges is assessed
based on changes in spot rates.
Changes in the fair value of the swaps are recognized in other comprehensive income, consistent with the translation
adjustment for the hedged investment. The component comprising the difference between forward rates and spot rates is
amortized to net investment income over the life of the swaps. As of June 30, 2026, and December 31, 2025, the cumulative
foreign currency translation gain (loss) recorded in accumulated other comprehensive income related to net investment
hedges was $(8.5) million and $(14.1) million, respectively.
Derivative Results
The following table presents the financial statement classification and amount of gains (losses) recognized on derivative instruments and related hedged items, where applicable. None of the Asset Management and Strategic Holdings derivatives
are designated as hedge accounting instruments. The table below includes only derivatives held by Global Atlantic.
_Three Months Ended June 30, 2026_
| Line item | Net Investment-Related Gains (Losses) | Net Investment Income | Net Policy Benefits and Claims | Interest Expense | Change in AOCI |
| --- | --- | --- | --- | --- | --- |
| Derivatives Designated as Hedge Accounting Instruments: | | | | | |
| Fair Value Hedges | | | | | |
| Gains (Losses) on Derivatives Designated as Hedge Instruments: | | | | | |
| Interest Rate Contracts | $— | $— | $(36,645) | $(45,720) | $— |
| Foreign Currency Contracts | 40,509 | 6,049 | (3,289) | — | (75,493) |
| Total Gains (Losses) on Derivatives Designated as Hedge Instruments | $40,509 | $6,049 | $(39,934) | $(45,720) | $(75,493) |
| Gains (Losses) on Hedged Items: | | | | | |
| Interest Rate Contracts | $— | $— | $36,645 | $45,720 | $— |
| Foreign Currency Contracts | (37,776) | — | 3,289 | — | — |
| Total Gains (Losses) on Hedged Items | $(37,776) | $— | $39,934 | $45,720 | $— |
| Amortization for Gains (Losses) Excluded from Assessment of Effectiveness: | | | | | |
| Foreign Currency Contracts | $6,569 | $— | $— | $— | $— |
| Total Amortization for Gains (Losses) Excluded from Assessment of Effectiveness | $6,569 | $— | $— | $— | $— |
| Total Gains (Losses) on Fair Value Hedges, Net of Hedged Items | $9,302 | $6,049 | $— | $— | $(75,493) |
| Cash Flow Hedges | | | | | |
| Foreign Currency Contracts | $— | $— | $(24,248) | $— | $45,905 |
| Interest Rate Contracts | — | (5,445) | — | — | 28,297 |
| Total Gains (Losses) on Cash Flow Hedges | $— | $(5,445) | $(24,248) | $— | $74,202 |
| Net Investment Hedges | | | | | |
| Gains (Losses) on Derivatives Designated as Hedge Instruments | $— | $474 | $— | $— | $(4,727) |
| Total Gains (Losses) on Net Investment Hedges | $— | $474 | $— | $— | $(4,727) |
| Derivatives Not Designated as Hedge Accounting Instruments: | | | | | |
| Insurance | | | | | |
| Embedded Derivatives – Funds Withheld Receivable | $27,734 | $— | $— | $— | $— |
| Embedded Derivatives – Funds Withheld Payable | (162,706) | — | — | — | — |
| Equity Index Options | 973,878 | — | — | — | — |
| Equity Futures Contracts | (74,138) | — | — | — | — |
| Interest Rate Contracts | (93,088) | — | — | — | — |
| Foreign Exchange and Other Derivative Contracts | 59,505 | — | — | — | — |
| Total Gains (Losses) on Derivatives Not Designated as Hedge Accounting Instruments from Insurance Activities | $731,185 | $— | $— | $— | $— |
| Total | $740,487 | $1,078 | $(24,248) | $— | $(6,018) |
_Three Months Ended June 30, 2025_
| Line item | Net Investment-Related Gains (Losses) | Net Investment Income | Net Policy Benefits and Claims | Interest Expense | Change in AOCI |
| --- | --- | --- | --- | --- | --- |
| Derivatives Designated as Hedge Accounting Instruments: | | | | | |
| Fair Value Hedges | | | | | |
| Gains (Losses) on Derivatives Designated as Hedge Instruments: | | | | | |
| Interest Rate Contracts | $— | $— | $7,732 | $41,205 | $— |
| Foreign Currency Contracts | (193,142) | 501 | — | — | (1,083) |
| Total Gains (Losses) on Derivatives Designated as Hedge Instruments | $(193,142) | $501 | $7,732 | $41,205 | $(1,083) |
| Gains (Losses) on Hedged Items: | | | | | |
| Interest Rate Contracts | $— | $— | $(7,732) | $(41,205) | $— |
| Foreign Currency Contracts | 188,640 | — | — | — | — |
| Total Gains (Losses) on Hedged Items | $188,640 | $— | $(7,732) | $(41,205) | $— |
| Amortization for Gains (Losses) Excluded from Assessment of Effectiveness: | | | | | |
| Foreign Currency Contracts | $7,149 | $— | $— | $— | $— |
| Total Amortization for Gains (Losses) Excluded from Assessment of Effectiveness | $7,149 | $— | $— | $— | $— |
| Total Gains (Losses) on Fair Value Hedges, Net of Hedged Items | $2,647 | $501 | $— | $— | $(1,083) |
| Cash Flow Hedges | | | | | |
| Foreign Currency Contracts | $— | $— | $10,199 | $— | $(10,531) |
| Interest Rate Contracts | $— | $(1,001) | $— | $— | $(11,957) |
| Total Gains (Losses) on Cash Flow Hedges | $— | $(1,001) | $10,199 | $— | $(22,488) |
| Net Investment Hedges | | | | | |
| Gains (Losses) on Derivatives Designated as Hedge Instruments | $— | $21 | $— | $— | $(13,917) |
| Total Gains (Losses) on Net Investment Hedges | $— | $21 | $— | $— | $(13,917) |
| Derivatives Not Designated as Hedge Accounting Instruments: | | | | | |
| Insurance | | | | | |
| Embedded Derivatives – Funds Withheld Receivable | $16,251 | $— | $— | $— | $— |
| Embedded Derivatives – Funds Withheld Payable | 224,401 | — | — | — | — |
| Equity Index Options | 634,175 | — | — | — | — |
| Equity Futures Contracts | (34,810) | — | — | — | — |
| Interest Rate Contracts | (68,803) | — | — | — | — |
| Foreign Exchange and Other Derivative Contracts | (248,069) | — | — | — | — |
| Total Gains (Losses) on Derivatives Not Designated as Hedge Accounting Instruments from Insurance Activities | $523,145 | $— | $— | $— | $— |
| Total | $525,792 | $(479) | $10,199 | $— | $(37,488) |
_Six Months Ended June 30, 2026_
| Line item | Net Investment-Related Gains (Losses) | Net Investment Income | Net Policy Benefits and Claims | Interest Expense | Change in AOCI |
| --- | --- | --- | --- | --- | --- |
| Derivatives Designated as Hedge Accounting Instruments: | | | | | |
| Fair Value Hedges | | | | | |
| Gains (Losses) on Derivatives Designated as Hedge Instruments: | | | | | |
| Interest Rate Contracts | $— | $— | $(49,494) | $(70,223) | $— |
| Foreign Currency Contracts | 142,955 | 8,897 | (6,972) | — | (80,231) |
| Total Gains (Losses) on Derivatives Designated as Hedge Instruments | $142,955 | $8,897 | $(56,466) | $(70,223) | $(80,231) |
| Gains (Losses) on Hedged Items: | | | | | |
| Interest Rate Contracts | $— | $— | $49,494 | $70,223 | $— |
| Foreign Currency Contracts | (132,304) | — | 6,972 | — | — |
| Total Gains (Losses) on Hedged Items | $(132,304) | $— | $56,466 | $70,223 | $— |
| Amortization for Gains (Losses) Excluded from Assessment of Effectiveness: | | | | | |
| Foreign Currency Contracts | $12,755 | $— | $— | $— | $— |
| Total Amortization for Gains (Losses) Excluded from Assessment of Effectiveness | $12,755 | $— | $— | $— | $— |
| Total Gains (Losses) on Fair Value Hedges, Net of Hedged Items | $23,406 | $8,897 | $— | $— | $(80,231) |
| Cash Flow Hedges | | | | | |
| Foreign Currency Contracts | $— | $— | $(66,141) | $— | $13,631 |
| Interest Rate Contracts | — | (9,203) | — | — | 26,458 |
| Total Gains (Losses) on Cash Flow Hedges | $— | $(9,203) | $(66,141) | $— | $40,089 |
| Net Investment Hedges | | | | | |
| Gains (Losses) on Derivatives Designated as Hedge Instruments | $— | $1,187 | $— | $— | $5,580 |
| Total Gains (Losses) on Net Investment Hedges | $— | $1,187 | $— | $— | $5,580 |
| Derivatives Not Designated as Hedge Accounting Instruments: | | | | | |
| Insurance | | | | | |
| Embedded Derivatives – Funds Withheld Receivable | $8,904 | $— | $— | $— | $— |
| Embedded Derivatives – Funds Withheld Payable | 116,611 | — | — | — | — |
| Equity Index Options | 641,859 | — | — | — | — |
| Equity Futures Contracts | (53,029) | — | — | — | — |
| Interest Rate Contracts | (157,935) | — | — | — | — |
| Foreign Exchange and Other Derivative Contracts | 126,223 | — | — | — | — |
| Total Gains (Losses) on Derivatives Not Designated as Hedge Accounting Instruments from Insurance Activities | $682,633 | $— | $— | $— | $— |
| Total | $706,039 | $881 | $(66,141) | $— | $(34,562) |
_Six Months Ended June 30, 2025_
| Line item | Net Investment-Related Gains (Losses) | Net Investment Income | Net Policy Benefits and Claims | Interest Expense | Change in AOCI |
| --- | --- | --- | --- | --- | --- |
| Derivatives Designated as Hedge Accounting Instruments: | | | | | |
| Fair Value Hedges | | | | | |
| Gains (Losses) on Derivatives Designated as Hedge Instruments: | | | | | |
| Interest Rate Contracts | $— | $— | $31,510 | $81,574 | $— |
| Foreign Currency Contracts | (285,581) | 1,559 | — | — | 12,336 |
| Total Gains (Losses) on Derivatives Designated as Hedge Instruments | $(285,581) | $1,559 | $31,510 | $81,574 | $12,336 |
| Gains (Losses) on Hedged Items: | | | | | |
| Interest Rate Contracts | $— | $— | $(31,510) | $(81,574) | $— |
| Foreign Currency Contracts | 275,301 | — | — | — | — |
| Total Gains (Losses) on Hedged Items | $275,301 | $— | $(31,510) | $(81,574) | $— |
| Amortization for Gains (Losses) Excluded from Assessment of Effectiveness: | | | | | |
| Foreign Currency Contracts | $12,331 | $— | $— | $— | $— |
| Total Amortization for Gains (Losses) Excluded from Assessment of Effectiveness | $12,331 | $— | $— | $— | $— |
| Total Gains (Losses) on Fair Value Hedges, Net of Hedged Items | $2,051 | $1,559 | $— | $— | $12,336 |
| Cash Flow Hedges | | | | | |
| Foreign Currency Contracts | $— | $— | $10,199 | $— | $(10,531) |
| Interest Rate Contracts | $— | $(1,944) | $— | $— | $56,882 |
| Total Gains (Losses) on Cash Flow Hedges | $— | $(1,944) | $10,199 | $— | $46,351 |
| Net Investment Hedges | | | | | |
| Gains (Losses) on Derivatives Designated as Hedge Instruments | $— | $841 | $— | $— | $(9,277) |
| Total Gains (Losses) on Net Investment Hedges | $— | $841 | $— | $— | $(9,277) |
| Derivatives Not Designated as Hedge Accounting Instruments: | | | | | |
| Insurance | | | | | |
| Embedded Derivatives – Funds Withheld Receivable | $(7,815) | $— | $— | $— | $— |
| Embedded Derivatives – Funds Withheld Payable | (199,162) | — | — | — | — |
| Equity Index Options | 294,374 | — | — | — | — |
| Equity Futures Contracts | (6,116) | — | — | — | — |
| Interest Rate Contracts | 106,186 | — | — | — | — |
| Foreign Exchange and Other Derivative Contracts | (323,306) | — | — | — | — |
| Total Gains (Losses) on Derivatives Not Designated as Hedge Accounting Instruments from Insurance Activities | $(135,839) | $— | $— | $— | $— |
| Total | $(133,788) | $456 | $10,199 | $— | $49,410 |
Collateral
The amount of Global Atlantic's net derivative assets and liabilities after consideration of collateral received or pledged
were as follows:
| As of June 30, 2026 | Gross Amount Recognized | Gross Amounts Offset in the Statements of Financial Condition(1) | Net Amounts Presented in the Statements of Financial Condition | Collateral (Received) / Pledged | Net Amount After Collateral |
| --- | --- | --- | --- | --- | --- |
| Derivative Assets (Excluding Embedded Derivatives) | $3,222,329 | $(2,873,853) | $348,476 | $(491,387) | $(142,911) |
| Derivative Liabilities (Excluding Embedded Derivatives) | $1,069,097 | $(609,675) | $459,422 | $576,536 | $(117,114) |
(1) Represents netting of derivative exposures covered by qualifying master netting agreements.
| As of December 31, 2025 | Gross Amount Recognized | Gross Amounts Offset in the Statements of Financial Condition(1) | Net Amounts Presented in the Statements of Financial Condition | Collateral (Received) / Pledged | Net Amount After Collateral |
| --- | --- | --- | --- | --- | --- |
| Derivative Assets (Excluding Embedded Derivatives) | $3,129,309 | $(2,823,287) | $306,022 | $(511,452) | $(205,430) |
| Derivative Liabilities (Excluding Embedded Derivatives) | $1,098,773 | $(662,528) | $436,245 | $723,701 | $(287,456) |
(1) Represents netting of derivative exposures covered by qualifying master netting agreements.
9. FAIR VALUE MEASUREMENTS
The following tables summarize the valuation of assets and liabilities measured and reported at fair value by the fair value hierarchy. Investments classified as Equity Method – Other, for which the fair value option has not been elected, and Equity
Method – Capital Allocation-Based Income have been excluded from the tables below.
Assets, at fair value:
_June 30, 2026_
| Line item | Level I | Level II | Level III | Total |
| --- | --- | --- | --- | --- |
| Asset Management and Strategic Holdings | | | | |
| Private Equity | $2,012,895 | $86,982 | $45,784,716 | $47,884,593 |
| Credit | — | 3,648,269 | 4,537,444 | 8,185,713 |
| Investments of Consolidated CFEs | — | 30,310,113 | — | 30,310,113 |
| Real Assets | 78,276 | 24,741 | 13,111,551 | 13,214,568 |
| Other Investments | 197,621 | — | 4,892,585 | 5,090,206 |
| Total Investments (2)(3) | $2,288,792 | $34,070,105 | $68,326,296 | $104,685,193 |
| Foreign Exchange Contracts and Options | — | 297,452 | — | 297,452 |
| Other Derivatives | — | 20,793 | — | 20,793 |
| Total Assets at Fair Value – Asset Management and Strategic Holdings | $2,288,792 | $34,388,350 | $68,326,296 | $105,003,438 |
| Insurance | | | | |
| AFS Fixed Maturity Securities: | | | | |
| U.S. Government and Agencies | $— | $388,139 | $— | $388,139 |
| U.S. State, Municipal and Political Subdivisions | — | 2,055,802 | — | 2,055,802 |
| Corporate | — | 37,093,838 | 15,987,284 | 53,081,122 |
| Structured Securities | — | 27,405,924 | 5,125,675 | 32,531,599 |
| Total AFS Fixed Maturity Securities | $— | $66,943,703 | $21,112,959 | $88,056,662 |
| Trading Fixed Maturity Securities | $— | $21,351,050 | $4,458,735 | $25,809,785 |
| Mortgage and Other Loan Receivables | — | — | 12,605,425 | 12,605,425 |
| Real Assets | — | — | 8,812,716 | 8,812,716 |
| Other Investments | 2,695,983 | 687,563 | 2,431,479 | 5,815,025 |
| Funds Withheld Receivable at Interest | — | — | 87,762 | 87,762 |
| Reinsurance Recoverable | — | — | 898,337 | 898,337 |
| Derivative Assets (4) | 5,864 | 342,612 | — | 348,476 |
| Separate Account Assets | 3,825,222 | — | — | 3,825,222 |
| Total Assets at Fair Value – Insurance | $6,527,069 | $89,324,928 | $50,407,413 | $146,259,410 |
| Total Assets at Fair Value | $8,815,861 | $123,713,278 | $118,733,709 | $251,262,848 |
_December 31, 2025_
| Line item | Level I | Level II | Level III | Total |
| --- | --- | --- | --- | --- |
| Asset Management and Strategic Holdings | | | | |
| Private Equity | $1,129,094 | $331,151 | $48,038,163 | $49,498,408 |
| Credit | — | 3,237,077 | 4,192,312 | 7,429,389 |
| Investments of Consolidated CFEs | — | 30,673,565 | — | 30,673,565 |
| Real Assets | 102,510 | 24,262 | 13,577,003 | 13,703,775 |
| Other Investments | 93,243 | 2,246 | 5,180,933 | 5,276,422 |
| Total Investments (2)(3) | $1,324,847 | $34,268,301 | $70,988,411 | $106,581,559 |
| Foreign Exchange Contracts and Options | — | 179,920 | — | 179,920 |
| Other Derivatives | 36 | 9,869 | — | 9,905 |
| Total Assets at Fair Value – Asset Management and Strategic Holdings | $1,324,883 | $34,458,090 | $70,988,411 | $106,771,384 |
| Insurance | | | | |
| AFS Fixed Maturity Securities: | | | | |
| U.S. Government and Agencies | $— | $411,070 | $— | $411,070 |
| U.S. State, Municipal and Political Subdivisions | — | 2,447,994 | — | 2,447,994 |
| Corporate | — | 38,840,214 | 14,664,089 | 53,504,303 |
| Structured Securities | — | 30,005,461 | 4,218,228 | 34,223,689 |
| Total AFS Fixed Maturity Securities | $— | $71,704,739 | $18,882,317 | $90,587,056 |
| Trading Fixed Maturity Securities | $— | $21,798,167 | $3,435,792 | $25,233,959 |
| Mortgage and Other Loan Receivables | — | — | 11,154,547 | 11,154,547 |
| Real Assets | — | — | 8,696,775 | 8,696,775 |
| Other Investments | 1,035,470 | 524,740 | 472,456 | 2,032,666 |
| Funds Withheld Receivable at Interest | — | — | 78,858 | 78,858 |
| Reinsurance Recoverable | — | — | 934,105 | 934,105 |
| Derivative Assets (4) | 586 | 305,437 | — | 306,023 |
| Separate Account Assets | 3,841,403 | — | — | 3,841,403 |
| Total Assets at Fair Value – Insurance | $4,877,459 | $94,333,083 | $43,654,850 | $142,865,392 |
| Total Assets at Fair Value | $6,202,342 | $128,791,173 | $114,643,261 | $249,636,776 |
(1) Real assets and other investments excluded from the fair value hierarchy table include certain funds for which fair value is measured at net asset value per
share as a practical expedient. As of June 30, 2026, and December 31, 2025, the fair value of these real assets were $16.9 million and $25.3 million,
respectively, and other investments were $292.0 million and $334.7 million, respectively. These fund investments have strategies primarily focused on
real assets (primarily real estate) or other investments and are subject to certain restrictions on redemption. As of both June 30, 2026, and December 31,
2025, there were $1.3 million of unfunded commitments associated with both real asset and other investments, respectively.
(2) Certain investments that are measured at fair value using NAV as a 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 Financial Condition. As of June 30, 2026, and December 31, 2025, the fair value of these assets is $3.3 billion and $0.4 billion,
respectively.
(3) As of June 30, 2026, and December 31, 2025, the fair value of Equity Method investments is $1.0 billion and $2.3 billion, respectively.
(4) Represented net of derivative exposures covered by qualifying master netting agreements.
Liabilities, at fair value:
_June 30, 2026_
| Line item | Level I | Level II | Level III | Total |
| --- | --- | --- | --- | --- |
| Asset Management and Strategic Holdings | | | | |
| Securities Sold Short | $113,147 | $— | $— | $113,147 |
| Foreign Exchange Contracts and Options | — | 732,343 | — | 732,343 |
| Unfunded Revolver Commitments | — | — | 98,247 | 98,247 |
| Other Derivatives | 2 | 11,337 | — | 11,339 |
| Debt Obligations of Consolidated CFEs | — | 30,243,743 | — | 30,243,743 |
| Total Liabilities at Fair Value – Asset Management and Strategic Holdings | $113,149 | $30,987,423 | $98,247 | $31,198,819 |
_June 30, 2026_
| Line item | Level I | Level II | Level III | Total |
| --- | --- | --- | --- | --- |
| Insurance | | | | |
| Policy Liabilities (Including Market Risk Benefits) | $— | $— | $1,705,040 | $1,705,040 |
| Closed Block Policy Liabilities | — | — | 947,267 | 947,267 |
| Funds Withheld Payable at Interest | — | — | (2,392,465) | (2,392,465) |
| Derivative Instruments Payable (2) | 664 | 458,758 | — | 459,422 |
| Embedded Derivative – Interest-Sensitive Life Products | — | — | 497,455 | 497,455 |
| Embedded Derivative – Annuity Products | — | — | 7,968,063 | 7,968,063 |
| Total Liabilities at Fair Value – Insurance | $664 | $458,758 | $8,725,360 | $9,184,782 |
| Total Liabilities at Fair Value | $113,813 | $31,446,181 | $8,823,607 | $40,383,601 |
_December 31, 2025_
| Line item | Level I | Level II | Level III | Total |
| --- | --- | --- | --- | --- |
| Asset Management and Strategic Holdings | | | | |
| Securities Sold Short | $134,669 | $— | $— | $134,669 |
| Foreign Exchange Contracts and Options | — | 1,034,543 | — | 1,034,543 |
| Unfunded Revolver Commitments | — | — | 93,289 | 93,289 |
| Debt Obligations of Consolidated CFEs | — | 30,227,885 | — | 30,227,885 |
| Total Liabilities at Fair Value – Asset Management and Strategic Holdings | $134,669 | $31,262,428 | $93,289 | $31,490,386 |
| Insurance | | | | |
| Policy Liabilities (Including Market Risk Benefits) | $— | $— | $1,608,580 | $1,608,580 |
| Closed Block Policy Liabilities | — | — | 983,855 | 983,855 |
| Funds Withheld Payable at Interest | — | — | (2,275,854) | (2,275,854) |
| Derivative Instruments Payable (2) | 918 | 435,327 | — | 436,245 |
| Embedded Derivative – Interest-Sensitive Life Products | — | — | 485,025 | 485,025 |
| Embedded Derivative – Annuity Products | — | — | 7,355,480 | 7,355,480 |
| Total Liabilities at Fair Value – Insurance | $918 | $435,327 | $8,157,086 | $8,593,331 |
| Total Liabilities at Fair Value | $135,587 | $31,697,755 | $8,250,375 | $40,083,717 |
(1) These unfunded revolver commitments are valued using the same valuation methodologies as KKR's Level III credit investments.
(2) Represented net of derivative exposures covered by qualifying master netting agreements.
(3) Includes market risk benefit of $1.5 billion and $1.3 billion as of June 30, 2026, and December 31, 2025, respectively.
The following tables summarize changes in assets and liabilities measured and reported at fair value for which Level III inputs have been used to determine fair value for the three and six months ended June 30, 2026 and 2025, respectively.
_Three Months Ended June 30, 2026_
| Line item | Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Issuances/Sales/Settlements | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date | Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | | |
| Private Equity | $46,392,775 | $— | $— | $(585,377) | $(313,050) | $290,368 | $— | $45,784,716 | $305,371 | $— |
| Credit | 6,156,440 | (1,601,203) | — | (119,278) | 208,304 | (106,819) | — | 4,537,444 | (105,548) | — |
| Real Assets | 13,537,230 | — | — | — | (415,327) | (10,352) | — | 13,111,551 | (10,342) | — |
| Other Investments | 4,842,112 | — | — | — | 122,477 | (72,004) | — | 4,892,585 | (69,313) | — |
| Total Assets – Asset Management and Strategic Holdings (1) | $70,928,557 | $(1,601,203) | $— | $(704,655) | $(397,596) | $101,193 | $— | $68,326,296 | $120,168 | $— |
| Insurance | | | | | | | | | | |
| AFS Fixed Maturity Securities: | | | | | | | | | | |
| Corporate Fixed Maturity Securities | $16,372,929 | $— | $67,988 | $(51,378) | $(226,133) | $(1,155) | $(174,967) | $15,987,284 | $— | $(176,146) |
| Structured Securities | 4,538,496 | — | — | — | 632,535 | (3,717) | (41,639) | 5,125,675 | — | (38,866) |
| Total AFS Fixed Maturity Securities | $20,911,425 | $— | $67,988 | $(51,378) | $406,402 | $(4,872) | $(216,606) | $21,112,959 | $— | $(215,012) |
| Trading Fixed Maturity Securities | 4,287,774 | — | 3,711 | — | 235,878 | (68,628) | — | 4,458,735 | (85,355) | — |
| Mortgage and Other Loan Receivables | 12,699,906 | — | — | — | 28,686 | (123,167) | — | 12,605,425 | (122,223) | — |
| Real Assets | 8,757,586 | — | — | — | 40,958 | 14,172 | — | 8,812,716 | 3,148 | — |
| Other Investments | 520,623 | — | — | — | 1,958,207 | (47,351) | — | 2,431,479 | (819) | — |
| Funds Withheld Receivable at Interest | 60,028 | — | — | — | — | 27,734 | — | 87,762 | — | — |
| Reinsurance Recoverable | 931,565 | — | — | — | 649 | (33,877) | — | 898,337 | — | — |
| Total Assets – Insurance | $48,168,907 | $— | $71,699 | $(51,378) | $2,670,780 | $(235,989) | $(216,606) | $50,407,413 | $(205,249) | $(215,012) |
| Total | $119,097,464 | $(1,601,203) | $71,699 | $(756,033) | $2,273,184 | $(134,796) | $(216,606) | $118,733,709 | $(85,081) | $(215,012) |
_Six Months Ended June 30, 2026_
| Line item | Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Issuances/Sales/Settlements | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date | Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | | |
| Private Equity | $48,038,163 | $— | $— | $(1,497,983) | $(278,067) | $(477,397) | $— | $45,784,716 | $(468,935) | $— |
| Credit | 4,192,312 | (1,601,203) | 912,606 | (119,278) | 1,383,311 | (230,304) | — | 4,537,444 | (216,933) | — |
| Real Assets | 13,577,003 | — | — | — | (566,139) | 100,687 | — | 13,111,551 | 100,794 | — |
| Other Investments | 5,180,933 | — | — | — | (158,971) | (129,377) | — | 4,892,585 | (122,563) | — |
| Total Assets – Asset Management and Strategic Holdings (1) | $70,988,411 | $(1,601,203) | $912,606 | $(1,617,261) | $380,134 | $(736,391) | $— | $68,326,296 | $(707,637) | $— |
| Insurance | | | | | | | | | | |
| AFS Fixed Maturity Securities: | | | | | | | | | | |
| Corporate Fixed Maturity Securities | $14,664,089 | $— | $67,988 | $(51,378) | $1,594,918 | $(81,333) | $(207,000) | $15,987,284 | $— | $(199,090) |
| Structured Securities | 4,218,228 | — | — | — | 947,737 | 10,777 | (51,067) | 5,125,675 | — | (48,653) |
| Total AFS Fixed Maturity Securities | $18,882,317 | $— | $67,988 | $(51,378) | $2,542,655 | $(70,556) | $(258,067) | $21,112,959 | $— | $(247,743) |
| Trading Fixed Maturity Securities | 3,435,792 | — | 3,711 | — | 1,084,358 | (65,126) | — | 4,458,735 | (90,819) | — |
| Mortgage and Other Loan Receivables | 11,154,547 | — | — | — | 1,564,018 | (113,140) | — | 12,605,425 | (56,958) | — |
| Real Assets | 8,696,775 | — | — | — | 102,120 | 13,821 | — | 8,812,716 | (9,577) | — |
| Other Investments | 472,456 | — | — | — | 2,040,366 | (81,343) | — | 2,431,479 | (6,817) | — |
| Funds Withheld Receivable at Interest | 78,858 | — | — | — | — | 8,904 | — | 87,762 | — | — |
| Reinsurance Recoverable | 934,105 | — | — | — | (4,972) | (30,796) | — | 898,337 | — | — |
| Total Assets – Insurance | $43,654,850 | $— | $71,699 | $(51,378) | $7,328,545 | $(338,236) | $(258,067) | $50,407,413 | $(164,171) | $(247,743) |
| Total | $114,643,261 | $(1,601,203) | $984,305 | $(1,668,639) | $7,708,679 | $(1,074,627) | $(258,067) | $118,733,709 | $(871,808) | $(247,743) |
_Three Months Ended June 30, 2025_
| Line item | Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Issuances/Sales/Settlements | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date | Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | | |
| Private Equity | $38,381,043 | $261,413 | $— | $— | $506,921 | $1,361,781 | $— | $40,511,158 | $1,294,866 | $— |
| Credit | 4,362,578 | — | — | — | (56,420) | 39,167 | — | 4,345,325 | 39,214 | — |
| Real Assets | 12,695,221 | — | — | — | 111,016 | 245,455 | — | 13,051,692 | 241,210 | — |
| Other Investments | 4,974,273 | — | 29,648 | — | 2,175 | 83,138 | — | 5,089,234 | 77,905 | — |
| Total Assets – Asset Management and Strategic Holdings (1) | $60,413,115 | $261,413 | $29,648 | $— | $563,692 | $1,729,541 | $— | $62,997,409 | $1,653,195 | $— |
| Insurance | | | | | | | | | | |
| AFS Fixed Maturity Securities: | | | | | | | | | | |
| U.S. government and agencies | | | | | | | | | | |
| Corporate Fixed Maturity Securities | $10,114,862 | $— | $334,715 | $— | $1,004,469 | $137,377 | $(74,157) | $11,517,266 | $— | $(70,929) |
| Structured Securities | 2,512,620 | — | — | — | 376,595 | 6,093 | (6,996) | 2,888,312 | — | (7,591) |
| Total AFS Fixed Maturity Securities | $12,627,482 | $— | $334,715 | $— | $1,381,064 | $143,470 | $(81,153) | $14,405,578 | $— | $(78,520) |
| Trading Fixed Maturity Securities | $2,457,176 | $— | $102,821 | $— | $215,157 | $(65,681) | $— | $2,709,473 | $(87,615) | $— |
| Equity Securities | | | | | | | | | | |
| Mortgage and Other Loan Receivables | 3,127,745 | — | — | — | 1,776,307 | 42,614 | — | 4,946,666 | 24,556 | — |
| Real Assets | 8,467,199 | — | — | — | 46,344 | 2,829 | — | 8,516,372 | 10,853 | — |
| Other Investments | 139,267 | — | — | — | (17,821) | (15,477) | — | 105,969 | (20,870) | — |
| Funds Withheld Receivable at Interest | 101,821 | — | — | — | — | 16,251 | — | 118,072 | — | — |
| Reinsurance Recoverable | 953,145 | — | — | — | (66) | (17,635) | — | 935,444 | — | — |
| Total Assets – Insurance | $27,873,835 | $— | $437,536 | $— | $3,400,985 | $106,371 | $(81,153) | $31,737,574 | $(73,076) | $(78,520) |
| Total | $88,286,950 | $261,413 | $467,184 | $— | $3,964,677 | $1,835,912 | $(81,153) | $94,734,983 | $1,580,119 | $(78,520) |
_Six Months Ended June 30, 2025_
| Line item | Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Issuances/Sales/Settlements | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date | Changes in Net Unrealized Gains (Losses) Included in OCI related to Level III Assets and Liabilities still held as of the Reporting Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | | |
| Private Equity | $34,452,417 | $2,267,409 | $— | $— | $1,241,563 | $2,549,769 | $— | $40,511,158 | $2,441,592 | $— |
| Credit | 4,805,417 | — | — | — | (485,700) | 25,608 | — | 4,345,325 | 58,000 | — |
| Real Assets | 12,589,245 | — | — | — | 90,439 | 372,008 | — | 13,051,692 | 402,455 | — |
| Other Investments | 4,860,219 | — | 29,648 | (24,594) | 43,981 | 179,980 | — | 5,089,234 | 196,610 | — |
| Total Assets – Asset Management and Strategic Holdings (1) | $56,707,298 | $2,267,409 | $29,648 | $(24,594) | $890,283 | $3,127,365 | $— | $62,997,409 | $3,098,657 | $— |
| Insurance | | | | | | | | | | |
| AFS Fixed Maturity Securities: | | | | | | | | | | |
| Corporate Fixed Maturity Securities | $9,354,150 | $— | $334,715 | $(5,203) | $1,667,134 | $172,058 | $(5,588) | $11,517,266 | $— | $(59,057) |
| Structured Securities | 2,308,644 | — | — | (3,555) | 566,741 | 8,915 | 7,567 | 2,888,312 | — | 3,201 |
| Total AFS Fixed Maturity Securities | $11,662,794 | $— | $334,715 | $(8,758) | $2,233,875 | $180,973 | $1,979 | $14,405,578 | $— | $(55,856) |
| Total Trading Fixed Maturity Securities | 2,081,507 | — | 102,821 | (634) | 616,639 | (90,860) | — | 2,709,473 | (84,410) | — |
| Equity Securities | | | | | | | | | | |
| Mortgage and Other Loan Receivables | 1,611,109 | — | — | — | 3,271,480 | 64,077 | — | 4,946,666 | 31,775 | — |
| Real Assets | 8,121,139 | — | — | — | 358,079 | 37,154 | — | 8,516,372 | 36,336 | — |
| Other Investments | 103,823 | — | — | — | 14,255 | (12,109) | — | 105,969 | (31,560) | — |
| Funds Withheld Receivable at Interest | 125,887 | — | — | — | — | (7,815) | — | 118,072 | — | — |
| Reinsurance Recoverable | 940,731 | — | — | — | (5,086) | (201) | — | 935,444 | — | — |
| Total Assets – Insurance | $24,646,990 | $— | $437,536 | $(9,392) | $6,489,242 | $171,219 | $1,979 | $31,737,574 | $(47,859) | $(55,856) |
| Total | $81,354,288 | $2,267,409 | $467,184 | $(33,986) | $7,379,525 | $3,298,584 | $1,979 | $94,734,983 | $3,050,798 | $(55,856) |
(1) As of June 30, 2026, and December 31, 2025, the fair value of Equity Method investments is $0.9 billion and $2.1 billion, respectively.
| Line item | Three Months Ended June 30, 2026 / Purchases | Three Months Ended June 30, 2026 / Issuances | Three Months Ended June 30, 2026 / Sales | Three Months Ended June 30, 2026 / Settlements | Three Months Ended June 30, 2026 / Net Purchases/Issuances/Sales/Settlements | Three Months Ended June 30, 2025 / Purchases | Three Months Ended June 30, 2025 / Issuances | Three Months Ended June 30, 2025 / Sales | Three Months Ended June 30, 2025 / Settlements | Three Months Ended June 30, 2025 / Net Purchases/Issuances/Sales/Settlements |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | | |
| Private Equity | $21,482 | $— | $(334,532) | $— | $(313,050) | $631,760 | $— | $(124,839) | $— | $506,921 |
| Credit | 519,799 | — | (332,455) | 20,960 | 208,304 | 172,540 | — | (209,191) | (19,769) | (56,420) |
| Real Assets | 102,698 | — | (517,892) | (133) | (415,327) | 174,177 | — | (63,161) | — | 111,016 |
| Other Investments | 263,638 | — | (141,271) | 110 | 122,477 | 155,669 | — | (153,494) | — | 2,175 |
| Total Assets – Asset Management and Strategic Holdings | $907,617 | $— | $(1,326,150) | $20,937 | $(397,596) | $1,134,146 | $— | $(550,685) | $(19,769) | $563,692 |
| Insurance | | | | | | | | | | |
| AFS Fixed Maturity Securities: | | | | | | | | | | |
| Corporate Fixed Maturity Securities | $1,249,646 | $— | $(169,221) | $(1,306,558) | $(226,133) | $1,843,427 | $— | $(207,206) | $(631,752) | $1,004,469 |
| Structured Securities | 998,008 | — | (9,502) | (355,971) | 632,535 | 538,936 | — | (1,054) | (161,287) | 376,595 |
| Total AFS Fixed Maturity Securities | $2,247,654 | $— | $(178,723) | $(1,662,529) | $406,402 | $2,382,363 | $— | $(208,260) | $(793,039) | $1,381,064 |
| Trading Fixed Maturity Securities | 781,395 | — | (204) | (545,313) | 235,878 | $477,817 | $— | $(192,665) | $(69,995) | $215,157 |
| Mortgage and Other Loan Receivables | 2,989,821 | — | (2,044,133) | (917,002) | 28,686 | 2,927,185 | — | (1,086,498) | (64,380) | 1,776,307 |
| Real Assets | 140,941 | — | (45,484) | (54,499) | 40,958 | 58,111 | — | (11,767) | — | 46,344 |
| Other Investments | 1,652,335 | — | (116,582) | 422,454 | 1,958,207 | 11,725 | — | (29,546) | — | (17,821) |
| Reinsurance Recoverable | — | — | — | 649 | 649 | — | — | — | (66) | (66) |
| Total Assets – Insurance | $7,812,146 | $— | $(2,385,126) | $(2,756,240) | $2,670,780 | $5,857,201 | $— | $(1,528,736) | $(927,480) | $3,400,985 |
| Total | $8,719,763 | $— | $(3,711,276) | $(2,735,303) | $2,273,184 | $6,991,347 | $— | $(2,079,422) | $(947,248) | $3,964,677 |
| Line item | Six Months Ended June 30, 2026 / Purchases | Six Months Ended June 30, 2026 / Issuances | Six Months Ended June 30, 2026 / Sales | Six Months Ended June 30, 2026 / Settlements | Six Months Ended June 30, 2026 / Net Purchases/Issuances/Sales/Settlements | Six Months Ended June 30, 2025 / Purchases | Six Months Ended June 30, 2025 / Issuances | Six Months Ended June 30, 2025 / Sales | Six Months Ended June 30, 2025 / Settlements | Six Months Ended June 30, 2025 / Net Purchases/Issuances/Sales/Settlements |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Assets | | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | | |
| Private Equity | $116,264 | $— | $(394,331) | $— | $(278,067) | $1,623,638 | $— | $(382,075) | $— | $1,241,563 |
| Credit | 1,891,225 | — | (543,119) | 35,205 | 1,383,311 | 617,596 | — | (948,285) | (155,011) | (485,700) |
| Real Assets | 258,675 | — | (824,681) | (133) | (566,139) | 300,643 | — | (210,204) | — | 90,439 |
| Other Investments | 302,713 | — | (461,774) | 90 | (158,971) | 297,552 | — | (228,536) | (25,035) | 43,981 |
| Total Assets – Asset Management and Strategic Holdings | $2,568,877 | $— | $(2,223,905) | $35,162 | $380,134 | $2,839,429 | $— | $(1,769,100) | $(180,046) | $890,283 |
| Insurance | | | | | | | | | | |
| AFS Fixed Maturity Securities: | | | | | | | | | | |
| Corporate Fixed Maturity Securities | $3,561,748 | $— | $(257,091) | $(1,709,739) | $1,594,918 | $3,126,248 | $— | $(258,278) | $(1,200,836) | $1,667,134 |
| Structured Securities | 1,665,827 | — | (13,315) | (704,775) | 947,737 | 978,570 | — | (65,914) | (345,915) | 566,741 |
| Total AFS Fixed Maturity Securities | $5,227,575 | $— | $(270,406) | $(2,414,514) | $2,542,655 | $4,104,818 | $— | $(324,192) | $(1,546,751) | $2,233,875 |
| Trading Fixed Maturity Securities | 1,862,906 | — | (41,379) | (737,169) | 1,084,358 | $1,095,549 | $— | $(371,828) | $(107,082) | $616,639 |
| Mortgage and Other Loan Receivables | 6,358,276 | — | (3,456,077) | (1,338,181) | 1,564,018 | 4,476,808 | — | (1,086,595) | (118,733) | 3,271,480 |
| Real Assets | 224,383 | — | (61,559) | (60,704) | 102,120 | 377,045 | — | (18,966) | — | 358,079 |
| Other Investments | 1,734,500 | — | (116,582) | 422,448 | 2,040,366 | 43,801 | — | (29,546) | — | 14,255 |
| Reinsurance Recoverable | — | — | — | (4,972) | (4,972) | — | — | — | (5,086) | (5,086) |
| Total Assets – Insurance | $15,407,640 | $— | $(3,946,003) | $(4,133,092) | $7,328,545 | $10,098,021 | $— | $(1,831,127) | $(1,777,652) | $6,489,242 |
| Total | $17,976,517 | $— | $(6,169,908) | $(4,097,930) | $7,708,679 | $12,937,450 | $— | $(3,600,227) | $(1,957,698) | $7,379,525 |
_Three Months Ended June 30, 2026_
| Line item | Balance, Beg. of Period | Transfers In / (Out) – Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Sales/Settlements/Issuances | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Liabilities | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | |
| Unfunded Revolver Commitments | $117,728 | $— | $— | $— | $— | $(19,481) | $— | $98,247 | $(19,481) |
| Total Liabilities – Asset Management and Strategic Holdings | $117,728 | $— | $— | $— | $— | $(19,481) | $— | $98,247 | $(19,481) |
| Insurance | | | | | | | | | |
| Policy Liabilities | $1,657,847 | $— | $— | $— | $35,648 | $(28,574) | $40,119 | $1,705,040 | $— |
| Closed Block Policy Liabilities | 980,117 | — | — | — | (19,206) | (12,657) | (987) | 947,267 | — |
| Funds Withheld Payable at Interest | (2,555,171) | — | — | — | — | 162,706 | — | (2,392,465) | — |
| Embedded Derivative – Interest-SensitiveLife Products | 434,567 | — | — | — | (22,196) | 85,084 | — | 497,455 | — |
| Embedded Derivative – Annuity Products | 7,037,204 | — | — | — | 16,066 | 914,793 | — | 7,968,063 | — |
| Total Liabilities – Insurance | $7,554,564 | $— | $— | $— | $10,312 | $1,121,352 | $39,132 | $8,725,360 | $— |
| Total | $7,672,292 | $— | $— | $— | $10,312 | $1,101,871 | $39,132 | $8,823,607 | $(19,481) |
_Six Months Ended June 30, 2026_
| Line item | Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Sales/Settlements/Issuances | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Liabilities | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | |
| Unfunded Revolver Commitments | $93,289 | $— | $— | $— | $— | $4,958 | $— | $98,247 | $4,958 |
| Total Liabilities – Asset Management and Strategic Holdings | $93,289 | $— | $— | $— | $— | $4,958 | $— | $98,247 | $4,958 |
| Insurance | | | | | | | | | |
| Policy Liabilities | $1,608,580 | $— | $— | $— | $57,041 | $41,517 | $(2,098) | $1,705,040 | $— |
| Closed Block Policy Liabilities | 983,855 | — | — | — | (23,239) | (12,959) | (390) | 947,267 | — |
| Funds Withheld Payable at Interest | (2,275,854) | — | — | — | — | (116,611) | — | (2,392,465) | — |
| Embedded Derivative – Interest-Sensitive Life Products | 485,025 | — | — | — | (43,811) | 56,241 | — | 497,455 | — |
| Embedded Derivative – Annuity Products | 7,355,480 | — | — | — | 16,554 | 596,029 | — | 7,968,063 | — |
| Total Liabilities – Insurance | $8,157,086 | $— | $— | $— | $6,545 | $564,217 | $(2,488) | $8,725,360 | $— |
| Total | $8,250,375 | $— | $— | $— | $6,545 | $569,175 | $(2,488) | $8,823,607 | $4,958 |
_Three Months Ended June 30, 2025_
| Line item | Balance, Beg. of Period | Transfers In / (Out) - Changes in Consolidation | Transfers In | Transfers Out | Net Purchases/Sales/Settlements/Issuances | Net Unrealized and Realized Gains (Losses) | Change in OCI | Balance, End of Period | Changes in Net Unrealized Gains (Losses) Included in Earnings related to Level III Assets and Liabilities still held as of the Reporting Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Liabilities | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | |
| Unfunded Revolver Commitments | $101,216 | $— | $— | $— | $— | $(2,693) | $— | $98,523 | $(2,693) |
| Total Liabilities – Asset Management and Strategic Holdings | $101,216 | $— | $— | $— | $— | $(2,693) | $— | $98,523 | $(2,693) |
| Insurance | | | | | | | | | |
| Policy Liabilities | $1,498,602 | $— | $— | $— | $26,787 | $(56,393) | $28,259 | $1,497,255 | $— |
| Closed Block Policy Liabilities | 1,001,259 | — | — | — | (61) | (16,710) | (573) | 983,915 | — |
| Funds Withheld Payable at Interest | (2,373,981) | — | — | — | — | (224,401) | — | (2,598,382) | — |
| Embedded Derivative – Interest-SensitiveLife Products | 414,359 | — | — | — | (20,867) | 83,162 | — | 476,654 | — |
| Embedded Derivative – Annuity Products | 5,520,585 | — | — | — | 244,736 | 654,880 | — | 6,420,201 | — |
| Total Liabilities – Insurance | $6,060,824 | $— | $— | $— | $250,595 | $440,538 | $27,686 | $6,779,643 | $— |
| Total | $6,162,040 | $— | $— | $— | $250,595 | $437,845 | $27,686 | $6,878,166 | $(2,693) |
_Six Months Ended June 30, 2025_
| Line item | Balance, Beg. Of Period | Transfers In / (Out) - Changes In Consolidation | Transfers In | Transfers Out | Net Purchases/sales/settlements/issuances | Net Unrealized And Realized Gains (Losses) | Change in OCI | Balance, End Of Period | Changes In Net Unrealized Gains (Losses) Included In Earnings Related To Level Iii Assets And Liabilities Still Held As Of The Reporting Date |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Liabilities | | | | | | | | | |
| Asset Management and Strategic Holdings | | | | | | | | | |
| Unfunded Revolver Commitments | $96,848 | $— | $— | $— | $— | $1,675 | $— | $98,523 | $1,675 |
| Total Liabilities – Asset Management and Strategic Holdings | $96,848 | $— | $— | $— | $— | $1,675 | $— | $98,523 | $1,675 |
| Insurance | | | | | | | | | |
| Policy Liabilities | $1,279,794 | $— | $— | $— | $42,130 | $162,631 | $12,700 | $1,497,255 | $— |
| Closed Block Policy Liabilities | 988,320 | — | — | — | (3,388) | (725) | (292) | 983,915 | — |
| Funds Withheld Payable at Interest | (2,797,544) | — | — | — | — | 199,162 | — | (2,598,382) | — |
| Embedded Derivative – Interest-Sensitive Life Products | 491,818 | — | — | — | (62,540) | 47,376 | — | 476,654 | — |
| Embedded Derivative – Annuity Products | 5,481,063 | — | — | — | 436,616 | 502,522 | — | 6,420,201 | — |
| Total Liabilities – Insurance | $5,443,451 | $— | $— | $— | $412,818 | $910,966 | $12,408 | $6,779,643 | $— |
| Total | $5,540,299 | $— | $— | $— | $412,818 | $912,641 | $12,408 | $6,878,166 | $1,675 |
| Liabilities / Asset Management and Strategic Holdings / Unfunded Revolver Commitments / Total Liabilities – Asset Management and Strategic Holdings | Three Months Ended June 30, 2026 / Issuances / $— | Three Months Ended June 30, 2026 / Settlements / $— | Three Months Ended June 30, 2026 / Net Issuances/Settlements / $— | Three Months Ended June 30, 2025 / Issuances / $— | Three Months Ended June 30, 2025 / Settlements / $— | Three Months Ended June 30, 2025 / Net Issuances/settlements / $— |
| --- | --- | --- | --- | --- | --- | --- |
| Insurance | | | | | | |
| Policy Liabilities | $41,986 | $(6,338) | $35,648 | $31,037 | $(4,250) | $26,787 |
| Closed Block Policy Liabilities | — | (19,206) | (19,206) | — | (61) | (61) |
| Embedded Derivative – Interest-Sensitive Life Products | — | (22,196) | (22,196) | — | (20,867) | (20,867) |
| Embedded Derivative – Annuity Products | 164,585 | (148,519) | 16,066 | 331,944 | (87,208) | 244,736 |
| Total Liabilities – Insurance | $206,571 | $(196,259) | $10,312 | $362,981 | $(112,386) | $250,595 |
| Total | $206,571 | $(196,259) | $10,312 | $362,981 | $(112,386) | $250,595 |
| Liabilities / Asset Management and Strategic Holdings / Unfunded Revolver Commitments / Total Liabilities – Asset Management and Strategic Holdings | Six Months Ended June 30, 2026 / Issuances / $— | Six Months Ended June 30, 2026 / Settlements / $— | Six Months Ended June 30, 2026 / Net Issuances/Settlements / $— | Six Months Ended June 30, 2025 / Issuances / $— | Six Months Ended June 30, 2025 / Settlements / $— | Six Months Ended June 30, 2025 / Net Issuances/Settlements / $— |
| --- | --- | --- | --- | --- | --- | --- |
| Insurance | | | | | | |
| Policy Liabilities | $67,826 | $(10,785) | $57,041 | $50,263 | $(8,133) | $42,130 |
| Closed Block Policy Liabilities | — | (23,239) | (23,239) | — | (3,388) | (3,388) |
| Embedded Derivative – Interest-Sensitive Life Products | — | (43,811) | (43,811) | — | (62,540) | (62,540) |
| Embedded Derivative – Annuity Products | 298,299 | (281,745) | 16,554 | 593,575 | (156,959) | 436,616 |
| Total Liabilities – Insurance | $366,125 | $(359,580) | $6,545 | $643,838 | $(231,020) | $412,818 |
| Total | $366,125 | $(359,580) | $6,545 | $643,838 | $(231,020) | $412,818 |
Total realized and unrealized gains and losses recorded for Asset Management and Strategic Holdings – Level III assets
and liabilities are reported in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of
operations while Insurance – Level III assets and liabilities are reported in Net Investment Gains and Policy Benefits and Claims
in the accompanying consolidated statements of operations.
The following table presents additional information about valuation methodologies and significant unobservable inputs used for the consolidated financial assets and liabilities that are measured and reported at fair value and categorized within
Level III as of June 30, 2026. Because input information includes only those items for which information is reasonably
available, balances shown below may not equal total amounts reported for such Level III assets and liabilities:
| Level III Assets | Fair Value June 30, 2026 | Valuation Methodologies & Inputs | Unobservable Input(s) (1) | Weighted Average (2) | Range | Impact To Valuation From An Increase In Input (3) |
| --- | --- | --- | --- | --- | --- | --- |
| ASSET MANAGEMENT AND STRATEGIC HOLDINGS | | | | | | |
| Private Equity | $45,784,716 | Inputs to market comparables, discounted cash flow and transaction price | Weight Ascribed to Market Comparables | 32.3% | 0.0% - 100.0% | (4) |
| | | | Weight Ascribed to Discounted Cash Flow | 61.6% | 0.0% - 75.0% | (5) |
| | | | Weight Ascribed to Transaction Price/Other | 6.1% | 0.0% - 100.0% | (6) |
| | | Market comparables | Enterprise Value/LTM EBITDA Multiple | 17.0x | 8.7x - 26.2x | Increase |
| | | | Enterprise Value/Forward EBITDA Multiple | 15.4x | 5.5x - 23.2x | Increase |
| | | Discounted cash flow | Discount Rate | 11.6% | 6.8% - 19.7% | Decrease |
| | | | Enterprise Value/EBITDA Exit Multiple | 15.3x | 8.5x - 26.5x | Increase |
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| Credit | $4,537,444 | Yield Analysis | Yield | 11.4% | 3.0% - 28.3% | Decrease |
| | | | Net Leverage | 6.6x | 0.98x -16.72x | Decrease |
| | | | EBITDA Multiple | 8.4x | 5.25x - 16.00x | Increase |
| Real Assets | $13,111,551 | | | | | |
| | | Inputs to market comparables, discounted cash flow, direct income capitalization and transaction price | Weight Ascribed to Direct IncomeCapitalization | 8.2% | 0.0% - 100.0% | (7) |
| | | | Weight Ascribed to Discounted Cash Flow | 81.8% | 0.0% - 100.0% | (5) |
| | | | Weight Ascribed to Market Comparables/Other | 10.0% | 0.0% - 100.0% | (4) (6) |
| | | Market comparables | Enterprise Value/LTM EBITDA Multiple | 5.0x | 5.0x - 5.0x | Increase |
| | | | Enterprise Value/Forward EBITDA Multiple | 8.7x | 3.9x - 19.0x | Increase |
| | | Direct income capitalization | Current Capitalization Rate | 5.2% | 2.4% - 7.2% | Decrease |
| | | Discounted cash flow | Exit Capitalization Rate | 5.7% | 3.1% - 9.0% | Decrease |
| | | | Unlevered Discount Rate | 7.3% | 2.8% - 11.0% | Decrease |
| | | | Discount rate | 10.7% | 6.8% - 15.0% | Decrease |
| | | | Enterprise Value/EBITDA Exit Multiple | 17.2x | 9.5x - 22.0x | Increase |
| Other Investments | $4,892,585 | Inputs to market comparables, discounted cash flow and transaction price | Weight Ascribed to Market Comparables | 27.8% | 0.0% - 100.0% | (4) |
| | | | Weight Ascribed to Discounted Cash Flow | 54.1% | 0.0% - 100.0% | (5) |
| | | | Weight Ascribed to Transaction Price | 18.1% | 0.0% - 100.0% | (6) |
| | | Market comparables | Enterprise Value/LTM EBITDA Multiple | 11.0x | 2.8x - 19.0x | Increase |
| | | | Enterprise Value/Forward EBITDA Multiple | 9.8x | 2.8x - 13.5x | Increase |
| | | Discounted cash flow | Discount Rate | 13.6% | 6.7% - 23.0% | Decrease |
| | | | Enterprise Value/EBITDA Exit Multiple | 10.4x | 8.3x - 12.5x | Increase |
| INSURANCE(9) | | | | | | |
| Corporate Fixed Maturity Securities | $19,147,581 | Discounted cash flow | Discount Spread | 2.6% | 0.1% - 5.1% | Decrease |
| Structured Securities | $6,424,114 | Discounted cash flow | Discount Spread | 2.5% | 1.1% - 5.3% | Decrease |
| Mortgage and Other Loan Receivables | $12,605,425 | Discounted cash flow | Discount Spread | 2.8% | 0.6% - 4.6% | Decrease |
| Real Assets | $8,812,716 | Discounted cash flow | Discount Rate | 7.4% | 6.5% - 8.2% | Decrease |
| | | | Terminal Capitalization Rate | 6.2% | 5.4% - 7.2% | Decrease |
| Reinsurance Recoverable | $898,337 | Present value of expenses paid from the open block plus the cost of capital held in support of the liabilities. | Expense Assumption | $17.1 | The average expense assumption is between $8.2 and $78.00 per policy, increased by inflation. The annual inflation rate was increased by 2.5%. | Increase |
| | | Unobservable inputs are a market participant’s view of the expenses, a risk margin on the uncertainty of the level of expenses and a cost of capital on the capital held in support of the liabilities. | Expense Risk Margin | 9.4% | | Decrease |
| | | | Cost of Capital | 9.7% | 3.7% - 13.8% | Increase |
| | | Discounted cash flow | Mortality Rate | 5.7% | | Increase |
| | | | Surrender Rate | 2.0% | | Increase |
(1) In determining certain of these 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. KKR has
determined that market participants would take these inputs into account when valuing the investments and debt obligations. “LTM” means last twelve
months, and “EBITDA” means earnings before interest, taxes, depreciation, and amortization.
(2) Inputs were weighted based on the 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. The opposite
would be true if the market comparables approach results in a lower valuation than the discounted cash flow approach and transaction price.
(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, transaction price and direct
income capitalization approach. The opposite would be true if the discounted cash flow approach results in a lower valuation than the market
comparables approach, transaction price and direct income capitalization approach.
(6) The directional change from an increase in the weight ascribed to the transaction price or milestones would increase the fair value of the Level III
investments if the transaction price or milestones results in a higher valuation than the market comparables and discounted cash flow approach. The
opposite would be true if the transaction price or milestones results in a lower valuation than the market comparables approach and discounted cash flow
approach.
(7) The directional change from an increase in the weight ascribed to the direct income capitalization approach would increase the fair value of the Level III
investments if the direct income capitalization approach results in a higher valuation than the discounted cash flow approach. The opposite would be true
if the direct income capitalization approach results in a lower valuation than the discounted cash flow approach.
(8) Consists primarily of investments in common stock, preferred stock, warrants and options of companies that are not private equity, real assets, credit,
equity method - other, or investments of consolidated CFEs.
(9) The funds withheld receivable at interest has been excluded from the above table. As discussed in Note 12 – Reinsurance, the funds withheld receivable
at interest is created through funds withheld contracts. The assets supporting these receivables were held in trusts for the benefit of Global Atlantic.
Accordingly, the unobservable inputs utilized in the valuation of the embedded derivative are a component of the invested assets supporting the funds
withheld reinsurance agreements.
| Level III Liabilities | Fair Value June 30, 2026 | Valuation Methodologies | Unobservable Input(s) (1) | Weighted Average (2) | Range | Impact To Valuation From An Increase In Input (3) |
| --- | --- | --- | --- | --- | --- | --- |
| ASSET MANAGEMENT AND STRATEGIC HOLDINGS | | | | | | |
| Unfunded Revolver Commitments | $98,247 | Yield Analysis | Discount Rate | 11.4% | 5.7% - 15.2% | Decrease |
| INSURANCE(4) | | | | | | |
| Policy Liabilities | $1,705,040 | Policy liabilities under fair value option: | | | | |
| | | Present value of best estimate liability cash flows. Unobservable inputs include a market participant view of the risk margin included in the discount rate which reflects the variability of the cash flows. | Risk Margin Rate | 0.6% | 0.4% - 0.8% | Decrease |
| | | Policyholder behavior is also a significant unobservable input, including lapse, surrender and mortality. | Surrender Rate | 6.5% | 4.3% - 7.9% | Decrease |
| | | | Mortality Rate | 4.9% | 3.6% - 9.1% | Increase |
| | | Market risk benefit: | | | | |
| | | Fair value using a non-option and option valuation approach | Instrument-specific Credit Risk (10 and 30 Year) | | 0.6% / 0.6% | Decrease |
| | | Policyholder behavior is also a significant unobservable input, including lapse, surrender, and mortality. | Mortality Rate | 2.6% | 0.5% - 27.7% | Decrease |
| | | | Surrender Rate | 3.7% | 0.1% - 41.5% | Decrease |
| Level III Liabilities | Fair Value June 30, 2026 | Valuation Methodologies | Unobservable Input(s) (1) | Weighted Average (2) | Range | Impact To Valuation From An Increase In Input (3) |
| --- | --- | --- | --- | --- | --- | --- |
| Closed Block Policy Liabilities | $947,267 | Present value of expenses paid from the open block plus the cost of capital held in support of the liabilities. | Expense Assumption | $17.1 | The average expense assumption is between $8.2 and $78.0 per policy, increased by inflation. The annual inflation rate was increased by 2.5%. | Increase |
| | | | Instrument-Specific Credit Risk | 0.5% | 0.4% - 0.6% | Decrease |
| | | Unobservable inputs are a market participant’s view of the expenses, a risk margin on the uncertainty of the level of expenses and a cost of capital on the capital held in support of the liabilities. | Expense Risk Margin | 9.4% | | Decrease |
| | | | Cost of Capital | 9.7% | 3.7% - 13.8% | Increase |
| | | Discounted cash flow | Mortality Rate | 5.7% | | Increase |
| | | | Surrender Rate | 2.0% | | Increase |
| Embedded Derivative – Interest-Sensitive Life Products | $497,455 | Policy persistency is a significant unobservable input. | Lapse Rate | 3.2% | | Decrease |
| | | | Mortality Rate | 1.0% | | Decrease |
| | | Future costs for options used to hedge the contract obligations | Option Budget Assumption | 3.6% | | Increase |
| | | | Instrument-Specific Credit Risk | 0.5% | 0.4% - 0.6% | Decrease |
| Embedded Derivative – Annuity Products | $7,968,063 | Policyholder behavior is a significant unobservable input, including utilization and lapse. | Utilization: | | | |
| | | | Fixed-Indexed Annuity | 96.5% | | Increase |
| | | | Surrender Rate: | | | |
| | | | Retail FIA | 13.3% | | Increase |
| | | | Institutional FIA | 21.6% | | Decrease |
| | | | Mortality Rate: | | | |
| | | | Retail FIA | 2.9% | | Decrease |
| | | | Institutional FIA | 1.8% | | Decrease |
| | | Future costs for options used to hedge the contract obligations | Option Budget Assumption: | | | |
| | | | Retail FIA | 3.1% | | Increase |
| | | | Institutional FIA | 3.9% | | Increase |
| | | | Instrument-Specific Credit Risk | 0.5% | 0.4% - 0.6% | Decrease |
(1) In determining certain of these 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. KKR has
determined that market participants would likely take these inputs into account when valuing the investments and debt obligations. “LTM” means last
twelve months, and “EBITDA” means earnings before interest, taxes, depreciation and amortization.
(2) Inputs were weighted based on the 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 fair value of the embedded derivative component of the funds withheld payable at interest has been excluded from the above table. The investments
supporting the funds withheld payable at interest balance are held in a trust by Global Atlantic. Accordingly, the unobservable inputs utilized in the
valuation of the embedded derivative are a component of the investments supporting the reinsurance cession agreements.
In the table above, certain private equity investments may be valued at cost for a period of time after an acquisition as
the best indicator of fair value. In addition, certain valuations of private equity investments may be entirely or partially
derived by reference to observable valuation measures for a pending or consummated transaction.
The various unobservable inputs used to determine the Level III valuations may have similar or diverging impacts on
valuation. Significant increases and decreases in these inputs in isolation and interrelationships between those inputs could
result in significantly higher or lower fair value measurements as noted in the table above.
Financial Instruments Not Carried At Fair Value
Asset Management and Strategic Holdings financial instruments are primarily measured at fair value on a recurring basis,
except as disclosed in Note 16 “Debt Obligations.”
The following tables present carrying amounts and fair values of the Insurance segment’s financial instruments which are not carried at fair value as of June 30, 2026, and December 31, 2025:
| As of June 30, 2026 | | Fair Value Hierarchy | Fair Value Hierarchy | | Fair Value |
| --- | --- | --- | --- | --- | --- |
| ($ in thousands) | | | | | |
| Financial Assets: | | | | | |
| Insurance | | | | | |
| Mortgage and Other Loan Receivables | $— | $— | $— | $— | $35,417,665 |
| Policy Loans | — | — | — | — | 1,602,374 |
| FHLB Common Stock and Other Investments | — | — | — | — | 197,677 |
| Funds Withheld Receivables at Interest | 0 | 0 | 0 | — | 2,161,688 |
| Cash and Cash Equivalents | — | — | — | — | 10,575,004 |
| Restricted Cash and Cash Equivalents | — | — | — | — | 110,767 |
| Total Financial Assets | $— | $— | $— | $— | $50,065,175 |
| Financial Liabilities: | | | | | |
| Insurance | | | | | |
| Policy Liabilities – Policyholder Account Balances | $— | $— | $— | $— | $66,252,466 |
| Funds Withheld Payables at Interest | — | — | — | — | 52,158,661 |
| Debt Obligations | — | — | — | — | 3,741,758 |
| Securities Sold Under Agreements to Repurchase | — | — | — | — | 501,692 |
| Total Financial Liabilities | $— | $— | $— | $— | $122,654,577 |
| As of December 31, 2025 | Carrying Value | Fair Value Hierarchy / Level I | Fair Value Hierarchy / Level II | Fair Value Hierarchy / Level III | Fair Value |
| --- | --- | --- | --- | --- | --- |
| ($ in thousands) | | | | | |
| Financial Assets: | | | | | |
| Insurance | | | | | |
| Mortgage and Other Loan Receivables | $42,484,070 | $— | $— | $41,892,590 | $41,892,590 |
| Policy Loans | 1,651,870 | — | — | 1,622,702 | 1,622,702 |
| FHLB Common Stock and Other Investments | 165,117 | — | — | 165,117 | 165,117 |
| Funds Withheld Receivables at Interest | 2,245,488 | — | 2,245,488 | — | 2,245,488 |
| Cash and Cash Equivalents | 7,511,273 | 7,511,273 | — | — | 7,511,273 |
| Restricted Cash and Cash Equivalents | 211,610 | 211,610 | — | — | 211,610 |
| Total Financial Assets | $54,269,428 | $7,722,883 | $2,245,488 | $43,680,409 | $53,648,780 |
| Financial Liabilities: | | | | | |
| Insurance | | | | | |
| Policy Liabilities – Policyholder Account Balances | $66,755,852 | $— | $53,979,665 | $12,388,101 | $66,367,766 |
| Funds Withheld Payables at Interest | 49,098,598 | — | 49,098,598 | — | 49,098,598 |
| Debt Obligations | 3,820,407 | — | — | 3,886,916 | 3,886,916 |
| Securities Sold Under Agreements to Repurchase | 664,249 | — | 664,249 | — | 664,249 |
| Total Financial Liabilities | $120,339,106 | $— | $103,742,512 | $16,275,017 | $120,017,529 |
10. FAIR VALUE OPTION
The following table summarizes the financial instruments for which the fair value option has been elected:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Assets | | |
| Asset Management and Strategic Holdings | | |
| Credit | $1,012,474 | $456,999 |
| Investments of Consolidated CFEs | 30,310,113 | 30,673,565 |
| Real Assets | 140,582 | 163,839 |
| Private Equity | 903,164 | 1,145,721 |
| Other Investments | 304,408 | 100,075 |
| Total Asset Management and Strategic Holdings (1) | $32,670,741 | $32,540,199 |
| Insurance | | |
| Fixed Maturity Securities | $658,696 | $458,463 |
| Mortgage and Other Loan Receivables | 12,605,425 | 11,154,547 |
| Real Assets | 795,657 | 730,721 |
| Other Investments | 1,129,044 | 717,107 |
| Reinsurance Recoverable | 898,337 | 934,105 |
| Total Insurance | $16,087,159 | $13,994,943 |
| Total Assets | $48,757,900 | $46,535,142 |
| Liabilities | | |
| Asset Management and Strategic Holdings | | |
| Debt Obligations of Consolidated CFEs | $30,243,743 | $30,227,885 |
| Total Asset Management and Strategic Holdings | $30,243,743 | $30,227,885 |
| Insurance | | |
| Policy Liabilities | $1,172,309 | $1,242,659 |
| Total Insurance | $1,172,309 | $1,242,659 |
| Total Liabilities | $31,416,052 | $31,470,544 |
(1) As of June 30, 2026, and December 31, 2025, the fair value of Equity Method investments was $1.1 billion and $1.3 billion, respectively.
The following table presents the net realized and unrealized gains (losses) on financial instruments for which the fair
value option was elected:
| Line item | Three Months Ended June 30, 2026 / Net Realized Gains (Losses) | Three Months Ended June 30, 2026 / Net Unrealized Gains (Losses) | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / Net Realized Gains (Losses) | Three Months Ended June 30, 2025 / Net Unrealized Gains (Losses) | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Assets (1) | | | | | | |
| Asset Management and Strategic Holdings | | | | | | |
| Credit | $(9,303) | $(55,796) | $(65,099) | $(7,965) | $17,566 | $9,601 |
| Investments of Consolidated CFEs | (176,999) | 371,159 | 194,160 | (54,082) | 46,252 | (7,830) |
| Real Assets | 282 | 2,815 | 3,097 | 818 | (2,811) | (1,993) |
| Private Equity | 39,223 | (32,632) | 6,591 | 17,281 | 34,453 | 51,734 |
| Other Investments | 73 | (29,385) | (29,312) | 4,899 | 5,015 | 9,914 |
| Total Asset Management and Strategic Holdings | $(146,724) | $256,161 | $109,437 | $(39,049) | $100,475 | $61,426 |
| Insurance | | | | | | |
| Fixed Maturity Securities | $(355) | $(16,579) | $(16,934) | $(1,178) | $(56,335) | $(57,513) |
| Mortgage and Other Loan Receivables | $9,487 | $(125,984) | $(116,497) | $— | $24,953 | $24,953 |
| Real Assets | — | (13,217) | (13,217) | — | (20,761) | (20,761) |
| Other Investments | (54,061) | 86,688 | 32,627 | — | (24,081) | (24,081) |
| Total Insurance | $(44,929) | $(69,092) | $(114,021) | $(1,178) | $(76,224) | $(77,402) |
| Total Assets | $(191,653) | $187,069 | $(4,584) | $(40,227) | $24,251 | $(15,976) |
| Liabilities | | | | | | |
| Asset Management and Strategic Holdings | | | | | | |
| Debt Obligations of Consolidated CFEs | $(286) | $(186,227) | $(186,513) | $(615) | $(64,615) | $(65,230) |
| Total Asset Management and Strategic Holdings | $(286) | $(186,227) | $(186,513) | $(615) | $(64,615) | $(65,230) |
| Insurance | | | | | | |
| Policy Liabilities | $— | $32,649 | $32,649 | $— | $20,950 | $20,950 |
| Total Insurance | $— | $32,649 | $32,649 | $— | $20,950 | $20,950 |
| Total Liabilities | $(286) | $(153,578) | $(153,864) | $(615) | $(43,665) | $(44,280) |
| Line item | Six Months Ended June 30, 2026 / Net Realized Gains (Losses) | Six Months Ended June 30, 2026 / Net Unrealized Gains (Losses) | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / Net Realized Gains (Losses) | Six Months Ended June 30, 2025 / Net Unrealized Gains (Losses) | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Assets (1) | | | | | | |
| Asset Management and Strategic Holdings | | | | | | |
| Credit | $(12,252) | $(52,001) | $(64,253) | $727 | $6,828 | $7,555 |
| Investments of Consolidated CFEs | (296,649) | (172,120) | (468,769) | (192,168) | (239,639) | (431,807) |
| Real Assets | (642) | (7,862) | (8,504) | 818 | 12,336 | 13,154 |
| Private Equity | 44,005 | (56,032) | (12,027) | 33,985 | (3,022) | 30,963 |
| Other Investments | 75 | (11,680) | (11,605) | 6,866 | (11,593) | (4,727) |
| Total Asset Management and Strategic Holdings | $(265,463) | $(299,695) | $(565,158) | $(149,772) | $(235,090) | $(384,862) |
| Line item | Six Months Ended June 30, 2026 / Net Realized Gains (Losses) | Six Months Ended June 30, 2026 / Net Unrealized Gains (Losses) | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / Net Realized Gains (Losses) | Six Months Ended June 30, 2025 / Net Unrealized Gains (Losses) | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Insurance | | | | | | |
| Fixed Maturity Securities | $(45,955) | $18,772 | $(27,183) | $— | $(74,756) | $(74,756) |
| Mortgage and Other Loan Receivables | 19,299 | (113,083) | (93,784) | — | 38,800 | 38,800 |
| Real Assets | — | 1,175 | 1,175 | — | (1,142) | (1,142) |
| Other Investments | (54,061) | 47,925 | (6,136) | — | (34,780) | (34,780) |
| Total Insurance | $(80,717) | $(45,211) | $(125,928) | $— | $(71,878) | $(71,878) |
| Total Assets | $(346,180) | $(344,906) | $(691,086) | $(149,772) | $(306,968) | $(456,740) |
| Liabilities | | | | | | |
| Asset Management and Strategic Holdings | | | | | | |
| Debt Obligations of Consolidated CFEs | $(1,444) | $284,536 | $283,092 | $(3,945) | $272,621 | $268,676 |
| Total Asset Management and Strategic Holdings | $(1,444) | $284,536 | $283,092 | $(3,945) | $272,621 | $268,676 |
| Insurance | | | | | | |
| Policy Liabilities | $— | $34,924 | $34,924 | $— | $3,101 | $3,101 |
| Total Insurance | $— | $34,924 | $34,924 | $— | $3,101 | $3,101 |
| Total Liabilities | $(1,444) | $319,460 | $318,016 | $(3,945) | $275,722 | $271,777 |
(1) As of June 30, 2026, and December 31, 2025, the net gains (losses) of Equity Method investments was $(12.1) million and $41.7 million, respectively.
11. INSURANCE INTANGIBLE ASSETS AND LIABILITIES
The following reflects the reconciliation of the components of insurance intangible assets to the total balance reported in the consolidated statements of financial condition as of June 30, 2026, and December 31, 2025:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Deferred Acquisition Costs, or “DAC” | $2,578,262 | $2,366,589 |
| Value of Business Acquired | 1,040,003 | 1,080,641 |
| Cost-of-Reinsurance Intangibles | 2,270,366 | 2,308,106 |
| Deferred Sales Inducements | 151,350 | 149,892 |
| Total Insurance Intangible Assets | $6,039,981 | $5,905,228 |
Deferred Acquisition Costs
The following tables reflect the deferred acquisition costs roll-forward by product category for the six months ended
June 30, 2026 and 2025:
_Six Months Ended June 30, 2026_
| Line item | Fixed Rate Annuities | Fixed Indexed Annuities | Interest Sensitive Life | Other | Total |
| --- | --- | --- | --- | --- | --- |
| Balance, as of the Beginning of the Period | $489,962 | $1,053,389 | $130,429 | $692,809 | $2,366,589 |
| Capitalizations | 37,714 | 171,716 | 2,995 | 190,360 | 402,785 |
| Amortization Expense | (63,186) | (90,732) | (4,350) | (32,844) | (191,112) |
| Balance, as of the End of the Period | $464,490 | $1,134,373 | $129,074 | $850,325 | $2,578,262 |
_Six Months Ended June 30, 2025_
| Line item | Fixed Rate Annuities | Fixed Indexed Annuities | Interest Sensitive Life | Other | Total |
| --- | --- | --- | --- | --- | --- |
| Balance, as of the Beginning of the Period | $463,393 | $787,585 | $131,143 | $348,955 | $1,731,076 |
| Capitalizations | 96,370 | 191,424 | 4,091 | 189,340 | 481,225 |
| Amortization Expense | (61,113) | (68,733) | (4,159) | (20,089) | (154,094) |
| Balance, as of the End of the Period | $498,650 | $910,276 | $131,075 | $518,206 | $2,058,207 |
Value of Business Acquired
The following tables reflect the value of business acquired, or “VOBA” asset roll-forward by product category for the six months ended June 30, 2026 and 2025:
_Six Months Ended June 30, 2026_
| Line item | Fixed Rate Annuities | Fixed Indexed Annuities | Interest Sensitive Life | Variable Annuities | Other | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, as of the Beginning of the Period | $37,763 | $535,523 | $236,568 | $204,955 | $65,832 | $1,080,641 |
| Amortization Expense | (1,657) | (20,454) | (6,203) | (9,390) | (2,934) | (40,638) |
| Balance, as of the End of the Period | $36,106 | $515,069 | $230,365 | $195,565 | $62,898 | $1,040,003 |
_Six Months Ended June 30, 2025_
| Line item | Fixed Rate Annuities | Fixed Indexed Annuities | Interest Sensitive Life | Variable Annuities | Other | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, as of the Beginning of the Period | $41,235 | $578,162 | $249,412 | $224,347 | $72,037 | $1,165,193 |
| Amortization Expense | (1,779) | (21,444) | (6,486) | (9,855) | (3,149) | (42,713) |
| Balance, as of the End of the Period | $39,456 | $556,718 | $242,926 | $214,492 | $68,888 | $1,122,480 |
The following tables reflect the negative value of business acquired, or “negative VOBA” liability roll-forward by product
category for the six months ended June 30, 2026 and 2025:
_Six Months Ended June 30, 2026_
| Line item | Fixed Rate Annuities | Fixed Indexed Annuities | Interest Sensitive Life | Variable Annuities | Other | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, as of the Beginning of the Period | $31,939 | $52,940 | $358,128 | $78,313 | $157,112 | $678,432 |
| Amortization Expense | (4,072) | (8,348) | (12,874) | (3,811) | (5,966) | (35,071) |
| Balance, as of the End of the Period | $27,867 | $44,592 | $345,254 | $74,502 | $151,146 | $643,361 |
_Six Months Ended June 30, 2025_
| Line item | Fixed Rate Annuities | Fixed Indexed Annuities | Interest Sensitive Life | Variable Annuities | Other | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, as of the Beginning of the Period | $44,432 | $75,255 | $391,816 | $85,182 | $169,623 | $766,308 |
| Amortization Expense | (7,330) | (12,087) | (15,703) | (2,911) | (6,353) | (44,384) |
| Balance, as of the End of the Period | $37,102 | $63,168 | $376,113 | $82,271 | $163,270 | $721,924 |
Deferred Sales Inducements
The following tables reflect the deferred sales inducements roll-forward by product category for the six months ended
June 30, 2026:
_Six Months Ended June 30, 2026_
| | |
| --- | --- |
| | Fixed Indexed Annuities |
| Balance, as of the Beginning of the Period | $149,892 |
| Capitalizations | 14,518 |
| Amortization Expense | (13,060) |
| Balance, as of the End of the Period | $151,350 |
Unearned Revenue Reserves and Unearned Front-End Loads
The following tables reflect unearned revenue reserves and unearned front-end loads liability roll-forward by product category for the six months ended June 30, 2026 and 2025:
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| | Preneed | |
| Balance, as of the Beginning of the Period | $279,210 | $230,790 |
| Deferral | 34,954 | 34,588 |
| Amortized to Income during the Period | (11,967) | (9,886) |
| Balance, as of the End of the Period | $302,197 | $255,492 |
12. REINSURANCE
Global Atlantic maintains a number of reinsurance treaties with third parties whereby Global Atlantic assumes annuity
and life policies on a coinsurance, modified coinsurance or funds withheld basis. Global Atlantic also maintains other
reinsurance treaties including the cession of certain annuity, life and health policies.
The effects of all reinsurance agreements on the consolidated statements of financial condition were as follows:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Policy Liabilities: | | |
| Direct | $98,485,267 | $97,358,820 |
| Assumed | 107,013,863 | 108,199,907 |
| Total Policy Liabilities | 205,499,130 | 205,558,727 |
| Ceded(1) | (50,347,522) | (47,727,495) |
| Net Policy Liabilities | $155,151,608 | $157,831,232 |
(1) Reported within reinsurance recoverable within the consolidated statements of financial condition.
A key credit quality indicator is a counterparty’s A.M. Best financial strength rating. A.M. Best ratings are an independent
opinion of a reinsurer’s ability to meet ongoing obligations to policyholders. Global Atlantic mitigates counterparty credit risk
by requiring collateral and credit enhancements in various forms including engaging in funds withheld at interest and
modified coinsurance transactions. The following shows the amortized cost basis of Global Atlantic’s reinsurance recoverable and funds withheld receivable at interest by credit quality indicator and any associated credit enhancements Global Atlantic
has obtained to mitigate counterparty credit risk:
| A.M. Best Rating(1) | As of June 30, 2026 / Reinsurance Recoverable and Funds Withheld Receivable at Interest | As of June 30, 2026 / Credit Enhancements(2) | As of June 30, 2026 / Net Reinsurance Credit Exposure(3) | As of December 31, 2025 / Reinsurance Recoverable and Funds Withheld Receivable at Interest | As of December 31, 2025 / Credit Enhancements(2) | As of December 31, 2025 / Net Reinsurance Credit Exposure(3) |
| --- | --- | --- | --- | --- | --- | --- |
| A++ | $155,380 | $— | $155,380 | $77,376 | $— | $77,376 |
| A+ | 2,049,993 | — | 2,049,993 | 2,106,064 | — | 2,106,064 |
| A | 1,501,968 | — | 1,501,968 | 1,551,142 | — | 1,551,142 |
| A- | 3,484,909 | 3,040,577 | 444,332 | 3,633,569 | 3,182,815 | 450,754 |
| B++ | 1,010 | — | 1,010 | 1,552 | — | 1,552 |
| B+ | — | — | — | — | — | — |
| B | — | — | — | — | — | — |
| B- | — | — | — | — | — | — |
| C++/C+ | — | — | — | — | — | — |
| Not Rated or Private Rating(4) | 45,780,765 | 46,725,619 | — | 42,977,248 | 43,639,929 | — |
| Total | $52,974,025 | $49,766,196 | $4,152,683 | $50,346,951 | $46,822,744 | $4,186,888 |
(1) Ratings are periodically updated (at least annually) as A.M. Best issues new ratings.
(2) Credit enhancements primarily include funds withheld payable at interest.
(3) Includes credit loss allowance of $23.8 million and $25.6 million as of June 30, 2026, and December 31, 2025, respectively, held against reinsurance
recoverable and funds withheld receivable at interest.
(4) Includes $45.8 billion and $43.0 billion as of June 30, 2026, and December 31, 2025, respectively, associated with cessions to certain sponsored
investment vehicles that participate in qualifying institutional and individual market activities sourced by Global Atlantic.
As of June 30, 2026, and December 31, 2025, Global Atlantic had $2.2 billion and $2.3 billion, respectively, of funds
withheld receivable at interest with six counterparties related to modified coinsurance and funds withheld contracts. The
assets supporting the funds withheld receivable at interest balance are held in trusts for the benefit of Global Atlantic.
The effects of reinsurance on the consolidated statements of operations were as follows:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net Premiums: | | | | |
| Direct | $221,261 | $371,631 | $652,377 | $584,116 |
| Assumed | 660,564 | 658,080 | 1,092,013 | 1,045,493 |
| Ceded | (184,789) | (299,469) | (485,384) | (576,003) |
| Net Premiums | $697,036 | $730,242 | $1,259,006 | $1,053,606 |
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Policy Fees: | | | | |
| Direct | $230,123 | $226,114 | $446,086 | $452,989 |
| Assumed | 267,978 | 267,824 | 538,252 | 540,820 |
| Ceded | (158,332) | (158,964) | (318,875) | (320,362) |
| Net Policy Fees | $339,769 | $334,974 | $665,463 | $673,447 |
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net Policy Benefits and Claims: | | | | |
| Direct | $1,996,681 | $1,750,549 | $3,164,247 | $2,777,626 |
| Assumed | 2,083,394 | 1,900,314 | 3,714,621 | 3,438,911 |
| Ceded | (771,553) | (859,158) | (1,690,318) | (1,716,538) |
| Net Policy Benefits and Claims | $3,308,522 | $2,791,705 | $5,188,550 | $4,499,999 |
Global Atlantic holds collateral for, and provides collateral to, its reinsurance clients. Global Atlantic held $52.0 billion and
$49.0 billion, respectively, of collateral in the form of funds withheld payable at interest on behalf of its reinsurers as of
June 30, 2026, and December 31, 2025. As of both June 30, 2026, and December 31, 2025, reinsurers held collateral of $1.1
billion on behalf of Global Atlantic. A significant portion of the collateral that Global Atlantic provides to its reinsurance clients
is provided in the form of assets held in a trust for the benefit of the counterparty. As of June 30, 2026, and December 31,
2025, these trusts held in excess of the $106.5 billion and $107.3 billion of assets they are required to hold in order to support
reserves of $103.0 billion and $104.1 billion, respectively. Of the cash held in trust, Global Atlantic classified $49.3 million and
$139.1 million as restricted as of June 30, 2026, and December 31, 2025, respectively.
13. NET INCOME (LOSS) ATTRIBUTABLE TO KKR & CO. INC. PER SHARE OF COMMON
STOCK
For the three and six months ended June 30, 2026 and 2025, basic and diluted Net Income (Loss) attributable to KKR &
Co. Inc. per share of common stock were calculated as follows:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders | $660,053 | $472,387 | $1,024,852 | $286,463 |
| (-) Accumulated Series D Mandatory Convertible Preferred Dividend (1) | — | — | — | 13,477 |
| Net Income (Loss) Available to KKR & Co. Inc. Common Stockholders – Basic | $660,053 | $472,387 | $1,024,852 | $272,986 |
| (+) Series D Mandatory Convertible Preferred Dividend (if dilutive) (2) | — | — | — | — |
| Net Income (Loss) Available to KKR & Co. Inc. Common Stockholders – Diluted | $660,053 | $472,387 | $1,024,852 | $272,986 |
| Basic Net Income (Loss) Per Share of Common Stock | | | | |
| Weighted Average Shares of Common Stock Outstanding – Basic | 895,585,447 | 890,716,083 | 893,377,678 | 889,488,212 |
| Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock – Basic | $0.74 | $0.53 | $1.15 | $0.31 |
| Diluted Net Income (Loss) Per Share of Common Stock | | | | |
| Weighted Average Shares of Common Stock Outstanding – Basic | 895,585,447 | 890,716,083 | 893,377,678 | 889,488,212 |
| Incremental Common Shares: | | | | |
| Assumed vesting of dilutive equity grants (3) | 49,996,491 | 63,493,483 | 56,514,707 | 66,323,026 |
| Assumed conversion of Series D Mandatory Convertible Preferred Stock (2) | — | — | — | — |
| Weighted Average Shares of Common Stock Outstanding – Diluted | 945,581,938 | 954,209,566 | 949,892,385 | 955,811,238 |
| Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock – Diluted | $0.70 | $0.50 | $1.08 | $0.29 |
(1) For the six months ended June 30, 2025, Net Income (Loss) Available to KKR & Co. Inc. Common Stockholders – Basic reflects the accumulated undeclared
dividends on Series D Mandatory Convertible Preferred Stock of $13.5 million.
(2) For the three and six months ended June 30, 2026 and 2025, the impact of Series D Mandatory Convertible Preferred Stock calculated under the if-
converted method was not dilutive.
(3) For the three and six months ended June 30, 2026 and 2025, Weighted Average Shares of Common Stock Outstanding – Diluted includes unvested equity
grants, including certain equity grants that have met their market price-based vesting condition but have not satisfied their service-based vesting
condition. Vesting of these equity awards dilute equity holders of KKR Group Partnership, including KKR & Co. Inc. and holders of exchangeable securities
pro rata in accordance with their respective ownership interests in KKR Group Partnership.
Exchangeable Securities
For the three and six months ended June 30, 2026, and 2025, vested restricted holdings units (as defined in Note 19
“Equity-based Compensation”) have been excluded from the calculation of Net Income (Loss) Attributable to KKR & Co. Inc.
Per Share of Common Stock – Diluted since the exchange of these units would not dilute KKR & Co. Inc.’s ownership interests
in KKR Group Partnership. See Note 1 “Organization” in our financial statements.
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Weighted Average Vested Restricted Holdings Units | 21,137,375 | 9,569,812 | 15,756,863 | 8,777,982 |
Market-Condition and Performance-Condition Grants
KKR also grants restricted stock units and restricted holdings units that are subject to either (i) both a service-based
vesting condition and a market-price based vesting condition (referred to hereafter as “Market-Condition Grants”), or (ii) both
a service-based vesting condition and certain performance-based conditions (referred to hereafter as “Performance-Condition
Grants”). For the three and six months ended June 30, 2026, 27.6 million and 13.9 million, respectively, of unvested Market-
Condition Grants, and 1.8 million and 1.4 million, respectively, of unvested Performance-Condition Grants, were excluded
from the calculation of Net Income (Loss) Attributable to KKR & Co. Inc. Per Share of Common Stock – Diluted because the
applicable market-price and performance-based vesting conditions were not satisfied.
Also see Note 19 “Equity-based Compensation” in our financial statements.
14. OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES
Other Assets consist of the following:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Asset Management and Strategic Holdings | | |
| Unsettled Investment Sales (1) | $659,600 | $738,343 |
| Receivables | 259,499 | 253,412 |
| Due from Broker (2) | 92,896 | 127,220 |
| Deferred Tax Assets, net | 86,545 | 82,870 |
| Interest Receivable | 289,626 | 311,293 |
| Fixed Assets, net (3) | 1,002,134 | 975,498 |
| Foreign Exchange Contracts and Options (4) | 297,452 | 179,920 |
| Goodwill (5)(6) | 833,073 | 519,582 |
| Intangible Assets (6)(7) | 1,925,798 | 1,614,179 |
| Derivative Assets | 20,793 | 9,905 |
| Prepaid Taxes | 119,699 | 256,945 |
| Prepaid Expenses | 99,484 | 92,144 |
| Operating Lease Right of Use Assets (8) | 750,707 | 706,884 |
| Deferred Financing Costs | 14,422 | 17,737 |
| Other | 465,230 | 408,449 |
| Total Asset Management and Strategic Holdings | $6,916,958 | $6,294,381 |
| Insurance | | |
| Deferred Tax Assets, net | $2,857,047 | $2,799,455 |
| Accrued Investment Income | 1,679,351 | 1,665,064 |
| Goodwill | 509,972 | 509,972 |
| Intangible Assets (9) | 214,412 | 233,012 |
| Premiums and Other Account Receivables | 217,298 | 234,114 |
| Other | 273,213 | 321,899 |
| Derivative Assets | 348,476 | 306,022 |
| Operating Lease Right of Use Assets (8) | 152,736 | 157,113 |
| Market Risk Benefit Assets | 996 | 997 |
| Unsettled Investment Sales(1) and Derivative Collateral Receivables | 4,487 | 435,263 |
| Total Insurance | $6,257,988 | $6,662,911 |
| Total Other Assets | $13,174,946 | $12,957,292 |
(1) Primarily includes amounts due from third parties for investments sold for which cash settlement has not yet occurred.
(2) Represents amounts held at clearing brokers resulting from securities transactions.
(3) Net of accumulated depreciation and amortization of $427.9 million and $383.1 million as of June 30, 2026, and December 31, 2025, respectively.
Depreciation and amortization expense of $22.6 million and $19.6 million for the three months ended June 30, 2026, and 2025, respectively, and $44.7
million and $38.2 million, for the six months ended June 30, 2026 and 2025, respectively, are included in General, Administrative and Other in the
accompanying consolidated statements of operations. Additionally, KKR’s fixed assets are predominantly located in the United States.
(4) Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign currency denominated investments. Such
instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying
consolidated statements of operations. See Note 4 “Net Gains (Losses) from Investment Activities – Asset Management and Strategic Holdings” in our
financial statements for the net changes in fair value associated with these instruments.
(5) As of June 30, 2026, the carrying value of goodwill is recorded and assessed for impairment at the reporting unit.
(6) See Note 25 “Acquisition” for additional information relating to goodwill and intangibles recognized related to the Arctos Acquisition. On January 2, 2026,
KKR acquired control of an aviation finance business, Altavair, and recognized goodwill of $167 million allocated to the Asset Management segment,
intangible assets of $46 million, and redeemable noncontrolling interests of $60 million. In July 2025, KKR acquired HealthCare Royalty Management, LLC
and recognized goodwill of $8.6 million allocated to the Asset Management segment, intangible assets of $141.6 million, and noncontrolling interests of
$28.3 million.
(7) For Asset Management, the carrying amount of indefinite-lived intangible assets was approximately $1.5 billion as of June 30, 2026, and the remaining
useful lives of finite-lived intangible assets ranged from 6 to 15 years.
(8) For Asset Management, non-cancelable operating leases consist of leases for office space in North America, Europe, Asia, and Australia. KKR is the lessee
under the terms of the operating leases. The operating lease cost was $28.4 million and $26.5 million for the three months ended June 30, 2026 and 2025
respectively, and $56.3 million and $53.6 million for the six months ended June 30, 2026 and 2025, respectively. For Insurance, non-cancelable operating
leases consist of leases for office space and land in North America. For the three months ended June 30, 2026 and 2025, the operating lease cost was $2.7
million and $5.0 million, respectively, and for the six months ended June 30, 2026 and 2025, the operating lease cost was $6.6 million and $10.1 million,
respectively.
(9) The definite life intangible assets are amortized using the straight-line method over the useful life of the assets which is an average of 8.0 years. The
indefinite life intangible assets are not subject to amortization. The amortization expense of definite life intangible assets was $4.4 million and $4.7 million
for the three months ended June 30, 2026 and 2025, respectively, and $18.6 million and $9.4 million for the six months ended June 30, 2026 and 2025,
respectively.
Accrued Expenses and Other Liabilities consist of the following:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Asset Management and Strategic Holdings | | |
| Amounts Payable to Carry Pool (1) | $7,101,902 | $5,875,527 |
| Unsettled Investment Purchases (2) | 2,037,540 | 1,805,026 |
| Securities Sold Short (3) | 113,147 | 134,669 |
| Derivative Liabilities | 11,339 | — |
| Accrued Compensation and Benefits | 143,485 | 122,574 |
| Interest Payable | 501,991 | 520,781 |
| Foreign Exchange Contracts and Options (4) | 732,343 | 1,034,543 |
| Accounts Payable and Accrued Expenses | 708,218 | 632,920 |
| Taxes Payable | 108,930 | 83,830 |
| Uncertain Tax Positions | 49,135 | 45,515 |
| Unfunded Revolver Commitments | 98,247 | 93,289 |
| Operating Lease Liabilities (5) | 811,365 | 759,796 |
| Deferred Tax Liabilities, net | 2,907,619 | 3,060,541 |
| Other Liabilities | 347,992 | 179,324 |
| Total Asset Management and Strategic Holdings | $15,673,253 | $14,348,335 |
| Insurance | | |
| Unsettled Investment Purchases(2) and Derivative Collateral Liabilities | $2,125,754 | $926,008 |
| Accrued Expenses | 580,704 | 662,891 |
| Derivative Liabilities | 459,422 | 436,245 |
| Securities Sold Under Agreements to Repurchase | 501,692 | 664,249 |
| Insurance Operations Balances in Course of Settlement | 174,749 | 135,575 |
| Operating Lease Liabilities (5) | 170,591 | 175,679 |
| Accrued Employee Related Expenses | 129,513 | 114,965 |
| Interest Payable | 48,166 | 37,448 |
| Tax Payable to Former Parent Company | 44,989 | 46,318 |
| Other Tax Related Liabilities | 13,642 | 23,748 |
| Accounts and Commissions Payable | 34,461 | 46,945 |
| Current Income Tax Payable | 88,495 | 71,624 |
| Total Insurance | $4,372,178 | $3,341,695 |
| Total Accrued Expenses and Other Liabilities | $20,045,431 | $17,690,030 |
(1) Represents the amount of carried interest payable to current and former KKR employees arising from KKR's investment funds and co-investment vehicles
that provide for carried interest.
(2) Primarily includes amounts owed to third parties for investment purchases for which cash settlement has not yet occurred.
(3) Represents the obligations of KKR to deliver a specified security at a future point in time. Such securities are measured at fair value with changes in fair
value recorded in Net Gains (Losses) from Investment Activities in the accompanying consolidated statements of operations. See Note 4 “Net Gains
(Losses) from Investment Activities – Asset Management and Strategic Holdings” in our financial statements for the net changes in fair value associated
with these instruments.
(4) Represents derivative financial instruments used to manage foreign exchange risk arising from certain foreign currency denominated investments. Such
instruments are measured at fair value with changes in fair value recorded in Net Gains (Losses) from Investment Activities in the accompanying
consolidated statements of operations. See Note 4 “Net Gains (Losses) from Investment Activities – Asset Management and Strategic Holdings” in our
financial statements for the net changes in fair value associated with these instruments.
(5) For Asset Management, operating leases for office space have remaining lease terms that range from approximately 1 year to 16 years, some of which
include options to extend the leases from 2 years to 10 years. The weighted average remaining lease terms were 12.1 years and 12.7 years as of June 30,
2026, and December 31, 2025, respectively. The weighted average discount rates were 3.7% and 3.8% as of June 30, 2026, and December 31, 2025,
respectively. For Insurance, operating leases for office space have remaining lease terms that range from approximately 1 year to 9 years, some of which
include options to extend the leases for up to 10 years. The weighted average remaining lease terms were 6.5 years and 6.8 years as of June 30, 2026, and
December 31, 2025, respectively. The weighted average discount rates were 4.9% and 3.8% as of June 30, 2026 and December 31, 2025, respectively. The
weighted average remaining lease terms for land were 41.1 years and 42.0 years as of June 30, 2026, and December 31, 2025, respectively. For Asset
Management and Strategic Holdings and Insurance, non-cash right of use assets obtained in exchange for new operating lease liabilities were $8.7 million
and $21.1 million for the three and six months ended June 30, 2026, respectively. For Asset Management, Strategic Holdings and Insurance, non-cash
right of use assets obtained in exchange for new operating lease liabilities were $80.6 million and $86.4 million for the three and six months ended June
30, 2025, respectively.
15. VARIABLE INTEREST ENTITIES
Consolidated VIEs
KKR consolidates certain VIEs in which it is determined that KKR is the primary beneficiary. The consolidated VIEs are
predominately CLOs and certain investment funds sponsored by KKR. The primary purpose of these VIEs is to provide strategy
specific investment opportunities to earn investment gains, current income or both in exchange for management fees and
performance income. KKR's investment strategies differ for these VIEs; however, the fundamental risks have similar
characteristics, including loss of invested capital and loss of management fees and performance income. KKR does not provide
performance guarantees and has no other financial obligation to provide funding to these consolidated VIEs, beyond amounts
previously committed, if any. Furthermore, KKR consolidates certain VIEs that are formed by Global Atlantic to either (i) hold
investments, including fixed maturity securities, consumer and other loans, renewable energy, transportation and real estate,
or (ii) to conduct certain reinsurance activities with third party commitments.
Unconsolidated VIEs
KKR holds variable interests in certain VIEs which are not consolidated as it has been determined that KKR is not the
primary beneficiary. VIEs that are not consolidated predominantly include certain investment funds sponsored by KKR as well
as certain investment partnerships where Global Atlantic retains an economic interest. KKR's investment strategies differ by
investment fund; however, the fundamental risks have similar characteristics, including loss of invested capital and loss of
management fees and performance income. KKR's maximum exposure to loss as a result of its investments in the
unconsolidated investment funds is the carrying value of such investments, including KKR's capital interest and any unrealized
carried interest. Accordingly, disaggregation of KKR's involvement by type of unconsolidated investment fund would not
provide more useful information. For these unconsolidated investment funds in which KKR is the sponsor, KKR may have an
obligation as general partner to provide commitments to such investment funds. As of June 30, 2026, KKR's commitments to
these unconsolidated investment funds were $2.9 billion. KKR generally has not provided any financial support other than its
obligated amount as of June 30, 2026. Additionally, Global Atlantic has unfunded commitments of $368.2 million as of
June 30, 2026.
As of June 30, 2026, and December 31, 2025, the maximum exposure to loss, before allocations to the carry pool and noncontrolling interests, if any, for those VIEs in which KKR is determined not to be the primary beneficiary but in which it has
a variable interest is as follows:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Asset Management and Strategic Holdings | | |
| Investments | $12,323,070 | $11,842,627 |
| Due from (to) Affiliates, net | 2,299,780 | 1,871,408 |
| Maximum Exposure to Loss | $14,622,850 | $13,714,035 |
| Insurance | | |
| Real Assets | $78,674 | $79,367 |
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Other Investments | 1,967,188 | 720,933 |
| Maximum Exposure to Loss | $2,045,862 | $800,300 |
| Total Maximum Exposure to Loss | $16,668,712 | $14,514,335 |
16. DEBT OBLIGATIONS
KKR enters into credit agreements and issues debt for its general operating and investment purposes.
KKR's Asset Management and Strategic Holdings debt obligations consisted of the following:
| By remaining maturity atperiod end date | June 30, 2026 / Financing Available | June 30, 2026 / Principal | June 30, 2026 / Carrying Value | June 30, 2026 / Fair Value | December 31, 2025 / Financing Available | December 31, 2025 / Principal | December 31, 2025 / Carrying Value | December 31, 2025 / Fair Value |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revolving Credit Facilities: (1) | | | | | | | | |
| Under 1 Year | $750,000 | $— | $— | $— | $750,000 | $— | $— | $— |
| 1-5 Years | 3,491,921 | — | — | — | 3,491,580 | — | — | — |
| After 5 Years | — | — | — | — | — | — | — | — |
| Subtotal | 4,241,921 | — | — | — | 4,241,580 | — | — | — |
| KKR USD Senior Notes: (2)(3)(5)(7) | | | | | | | | |
| Under 1 Year | — | — | — | — | — | — | — | — |
| 1-5 Years | — | 750,000 | 747,333 | 725,558 | — | 750,000 | 746,889 | 734,340 |
| After 5 Years | — | 5,150,000 | 5,064,645 | 4,266,679 | — | 5,150,000 | 5,061,292 | 4,423,212 |
| Subtotal | — | 5,900,000 | 5,811,978 | 4,992,237 | — | 5,900,000 | 5,808,181 | 5,157,552 |
| KKR Yen Senior Notes: (2)(3)(5) | | | | | | | | |
| Under 1 Year | — | 223,890 | 223,646 | 222,110 | — | — | — | — |
| 1-5 Years | — | 596,629 | 594,590 | 586,029 | — | 844,873 | 842,356 | 830,188 |
| After 5 Years | — | 555,417 | 549,783 | 458,409 | — | 582,605 | 576,434 | 511,264 |
| Subtotal | — | 1,375,936 | 1,368,019 | 1,266,548 | — | 1,427,478 | 1,418,790 | 1,341,452 |
| KKR Euro Senior Notes: (2)(3)(5) | | | | | | | | |
| Under 1 Year | — | — | — | — | — | — | — | — |
| 1-5 Years | — | 742,603 | 739,923 | 707,685 | — | 763,538 | 760,278 | 725,033 |
| After 5 Years | — | — | — | — | — | — | — | — |
| Subtotal | — | 742,603 | 739,923 | 707,685 | — | 763,538 | 760,278 | 725,033 |
| KKR Subordinated Notes: (2)(3)(6) | | | | | | | | |
| Under 1 Year | — | — | — | — | — | — | — | — |
| 1-5 Years | — | — | — | — | — | — | — | — |
| After 5 Years | — | 1,090,000 | 1,059,774 | 896,336 | — | 1,090,000 | 1,059,366 | 951,180 |
| Subtotal | — | 1,090,000 | 1,059,774 | 896,336 | — | 1,090,000 | 1,059,366 | 951,180 |
| KFN USD Senior Notes: (2)(3)(4) | | | | | | | | |
| Under 1 Year | — | — | — | — | — | — | — | — |
| 1-5 Years | — | — | — | — | — | — | — | — |
| After 5 Years | — | 190,000 | 188,566 | 176,789 | — | 190,000 | 188,459 | 194,534 |
| Subtotal | — | 190,000 | 188,566 | 176,789 | — | 190,000 | 188,459 | 194,534 |
| Total KKR & KFN Notes | 4,241,921 | 9,298,539 | 9,168,260 | 8,039,595 | 4,241,580 | 9,371,016 | 9,235,074 | 8,369,751 |
| Other Debt Obligations: (1)(2)(7) | 5,916,190 | 41,386,830 | 40,514,163 | 40,454,841 | 6,356,060 | 40,612,665 | 39,882,670 | 39,860,877 |
| Total | $10,158,111 | $50,685,369 | $49,682,423 | $48,494,436 | $10,597,640 | $49,983,681 | $49,117,744 | $48,230,628 |
(1) Financing available is reduced by the dollar amounts specified in any issued letters of credit.
(2) Carrying value includes: (i) unamortized note discount (net of premium), as applicable and (ii) unamortized debt issuance costs, as applicable. Financing
costs related to the issuance of the notes have been deducted from the note liability and are being amortized over the life of the notes.
(3) Interest rates of the notes are fixed and the weighted average interest rates are the following:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| KKR USD Senior Notes | 4.37% | 4.37% |
| KKR Yen Senior Notes | 1.69% | 1.69% |
| KKR Euro Senior Notes | 1.63% | 1.63% |
| KKR Subordinated Notes | 5.84% | 5.84% |
| KFN USD Senior Notes | 5.27% | 5.27% |
(4) These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit
investments.
(5) The notes are classified as Level II within the fair value hierarchy and fair value is determined by third party broker quotes.
(6) The notes are classified as Level I within the fair value hierarchy and fair value is determined by quoted prices in active markets since the debt is publicly
listed.
(7) As of June 30, 2026, and December 31, 2025, the principal value, carrying value and fair value reflects the elimination for the portion of applicable debt
obligations that are held by Global Atlantic.
Fourth Amended & Restated Credit Agreement
On July 30, 2026, KKR Group Partnership L.P. and Kohlberg Kravis Roberts & Co. L.P. (collectively, the “Borrowers”),
entered into a Fourth Amended and Restated Credit Agreement (the “Corporate Credit Agreement”) by and among the
Borrowers, the guarantors from time to time party thereto (together with the Borrowers, the “Loan Parties”), the lending
institutions from time to time party thereto, and HSBC Bank USA, National Association, as administrative agent, which amends
and restates in its entirety the Third Amended and Restated Credit Agreement, dated as of July 3, 2024, by and among the
Loan Parties, the lending institutions from time to time party thereto and the administrative agent.
The Corporate Credit Agreement provides the Borrowers with a senior unsecured multicurrency revolving credit facility
(the “Corporate Credit Facility”) in an aggregate principal amount of $3.0 billion, with the option to request an increase in the
facility amount of up to an additional $750 million, subject to certain conditions, including the consent of the lenders. The
Corporate Credit Facility is a five-year facility, scheduled to mature on July 30, 2031, with the Borrowers’ option to request an
extension of the maturity date, subject to the consent of the lenders, and the Borrowers may prepay, terminate or reduce the
commitments under the Corporate Credit Facility at any time without penalty. Borrowings under the Corporate Credit Facility
are available for general corporate purposes and available in U.S. dollars and other currencies. Interest on borrowings in U.S.
dollars under the Corporate Credit Facility will be based on either term Secured Overnight Financing Rate (SOFR) or alternate
base rate, with the applicable margin per annum based on a corporate ratings-based grid ranging from 57.5 basis points to
112.5 basis points for term SOFR borrowings. The Borrowers have agreed to pay a facility fee on the total commitments at a
rate per annum also based on a corporate ratings-based grid ranging from 5 basis points to 12.25 basis points. Borrowings
under the Corporate Credit Facility are guaranteed by KKR & Co. Inc.
Certain other terms of the Corporate Credit Agreement include: (i) financial covenants that require KKR to maintain a
maximum leverage ratio (excluding the indebtedness of The Global Atlantic Financial Group LLC and its subsidiaries) of not
greater than 4.0x covenant EBITDA and to maintain at least $195 billion in fee paying assets under management; (ii)
customary affirmative covenants and certain negative covenants, including a limitation on the ability of the Loan Parties to,
among other things, pledge the stock of their subsidiaries; and (iii) customary events of default, upon the occurrence of which
the lenders will have the ability to accelerate all outstanding loans thereunder and terminate the commitments.
KCM 364-Day Revolving Credit Facility
On March 27, 2026, KKR Capital Markets Holdings L.P. and certain other capital markets subsidiaries (the “KCM
Borrowers”) replaced their existing 364-day revolving credit agreement with a new 364-day revolving credit agreement (the
“KCM 364-Day Revolving Credit Facility”) with Mizuho Bank, Ltd., as administrative agent, and one or more lenders party
thereto. The KCM 364-Day Revolving Credit Facility replaced the prior 364-day revolving credit facility, dated as of April 2,
2025, between the KCM Borrowers and the administrative agent, and one or more lenders party to the prior facility, which
was terminated according to its terms on March 27, 2026. The KCM 364-Day Revolving Credit Facility provides for revolving
borrowings up to $750 million, expires on March 26, 2027, and ranks pari passu with the existing $750 million 5-year revolving
credit facility provided by them for KKR's capital markets business (the “KCM Five-Year Revolving Credit Facility”). If a
borrowing is made under the KCM 364-Day Revolving Credit Agreement, the interest rate will vary depending on the type of
drawdown requested. As with the KCM Five-Year Revolving Credit Facility, borrowings under the KCM 364-Day Revolving
Credit Facility may only be used for KKR’s capital markets business. This facility’s only obligors are entities involved in KKR’s
capital markets business, and its liabilities are non-recourse to other parts of KKR’s business. The KCM 364-Day Revolving
Credit Facility contains customary representations and warranties, events of default, and affirmative and negative covenants, including a financial covenant providing for a maximum debt to equity ratio for the KCM Borrowers, which are substantially
similar to those found in the KCM Five-Year Revolving Credit Facility. The KCM Borrowers' obligations under the KCM 364-Day
Revolving Credit Facility are secured by certain assets of the KCM Borrowers, including a pledge of equity interests of certain
subsidiaries of the KCM Borrowers.
Other Asset Management and Strategic Holdings Debt Obligations
Certain of KKR's consolidated investment funds have entered into financing arrangements with financial institutions,
generally to provide liquidity to such investment funds. These financing arrangements are generally not direct obligations of
the general partners of KKR's investment funds (beyond KKR's capital interest) or its management companies. Such
borrowings have varying maturities and bear interest at floating rates. Borrowings are generally secured by the investment
purchased with the proceeds of the borrowing and/or the uncalled capital commitment of each respective fund. When an
investment vehicle borrows, the proceeds are available only for use by that investment vehicle and are not available for the
benefit of other investment vehicles or KKR. Collateral within each investment vehicle is also available only against borrowings
by that investment vehicle and not against the borrowings of other investment vehicles or KKR.
In certain other cases, investments and other assets held directly by majority-owned consolidated levered investment
vehicles and other entities have been funded with borrowings that are collateralized by the investments and assets they own.
These borrowings are non-recourse to KKR beyond the investments or assets serving as collateral or the capital that KKR has
committed to fund such investment vehicles. Such borrowings have varying maturities and generally bear interest at fixed
rates.
In addition, consolidated CFEs issue debt securities to third-party investors which are collateralized by assets held by the
CFE. Debt securities issued by CFEs are supported solely by the assets held at the CFEs and are not collateralized by assets of
any other KKR entity. CFEs also may have warehouse facilities with banks to provide liquidity to the CFE. The CFE's debt
obligations are non-recourse to KKR beyond the assets of the CFE.
As of June 30, 2026, other debt obligations consisted of the following:
| Line item | Financing Available | Principal | Carrying Value(1) | Fair Value | Weighted Average Interest Rate | Weighted Average Remaining Maturity in Years |
| --- | --- | --- | --- | --- | --- | --- |
| Financing Facilities of Consolidated Funds and Other | $5,816,690 | $10,310,863 | $10,270,420 | $10,211,098 | 5.3% | 6.1 |
| Debt Obligations of Consolidated CFEs | 99,500 | 31,075,967 | 30,243,743 | 30,243,743 | (2) | 10.6 |
| | $5,916,190 | $41,386,830 | $40,514,163 | $40,454,841 | | |
(1) Includes borrowings collateralized by fund investments, fund co-investments, and other assets held by levered investment vehicles of $4.5 billion.
(2) The senior notes of the consolidated CFEs had a weighted average interest rate of 4.97%. The subordinated notes of the consolidated CLOs do not have
contractual interest rates but instead receive a pro rata amount of the net distributions from the excess cash flows of the respective CLO vehicle.
Accordingly, weighted average borrowing rates for the subordinated notes are based on cash distributions during the period, if any.
Debt obligations of consolidated CLOs are collateralized by assets held by each respective CLO vehicle and assets of one
CLO vehicle may not be used to satisfy the liabilities of another. As of June 30, 2026, the fair value of the consolidated CLO
assets was $34.1 billion. This collateral consisted of Cash and Cash Equivalents, Investments, and Other Assets.
Global Atlantic's debt obligations consisted of the following:
| By remaining maturity atperiod end date | June 30, 2026 / Financing Available | June 30, 2026 / Principal | June 30, 2026 / Carrying Value(1) | June 30, 2026 / Fair Value(2) | December 31, 2025 / Financing Available | December 31, 2025 / Principal | December 31, 2025 / Carrying Value(1) | December 31, 2025 / Fair Value(2) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revolving Credit Facilities: | | | | | | | | |
| Under 1 Year | $3,000,000 | $— | $— | $— | $— | $— | $— | $— |
| 1-5 Years | 1,000,000 | — | — | — | 1,000,000 | — | — | — |
| After 5 Years | — | — | — | — | — | — | — | — |
| Subtotal | 4,000,000 | — | — | — | 1,000,000 | — | — | — |
| Senior Notes: (4) | | | | | | | | |
| Under 1 Year | — | — | — | — | — | — | — | — |
| 1-5 Years | — | 1,150,000 | 1,047,019 | 1,068,890 | — | 500,000 | 478,361 | 492,650 |
| After 5 Years | — | 1,400,000 | 1,341,417 | 1,435,350 | — | 2,050,000 | 1,944,982 | 2,098,205 |
| Subtotal | — | 2,550,000 | 2,388,436 | 2,504,240 | — | 2,550,000 | 2,423,343 | 2,590,855 |
| Subordinated Notes: (4) | | | | | | | | |
| Under 1 Year | — | — | — | — | — | — | — | — |
| 1-5 Years | — | — | — | — | — | — | — | — |
| After 5 Years | — | 1,223,741 | 1,178,949 | 1,216,474 | — | 1,223,741 | 1,199,664 | 1,249,395 |
| Subtotal | — | 1,223,741 | 1,178,949 | 1,216,474 | — | 1,223,741 | 1,199,664 | 1,249,395 |
| Debt Obligations of Consolidated Special Purpose Vehicles(3) | 112,600 | 227,400 | 227,400 | 227,400 | 142,600 | 197,400 | 197,400 | 197,400 |
| Total | $4,112,600 | $4,001,141 | $3,794,785 | $3,948,114 | $1,142,600 | $3,971,141 | $3,820,407 | $4,037,650 |
(1) Carrying value of debt as of June 30, 2026, and December 31, 2025, includes purchase accounting adjustments of $23.4 million and $26.9 million,
respectively, net debt issuance costs of $(53.6) million and $(54.2) million, respectively, and cumulative fair value loss on hedged debt obligations of
$(176.1) million and $(123.5) million, respectively. The amortization of the purchase accounting adjustments was $1.8 million for both the three months
ended June 30, 2026 and 2025, and $3.6 million for both the six months ended June 30, 2026 and 2025, respectively.
(2) These debt obligations are classified as Level III within the fair value hierarchy and valued using the same valuation methodologies as KKR's Level III credit
investments.
(3) These debt obligations primarily include debt obligations of consolidated co-investment vehicles that are not guaranteed by KKR or Global Atlantic.
(4) Interest rates of the notes are fixed and the weighted average interest rates are the following:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Senior Notes | 5.67% | 5.67% |
| Subordinated Notes | 7.54% | 7.54% |
Global Atlantic Insurance Operating Company Revolving Credit Facility
On January 16, 2026, Global Atlantic Limited (Delaware) and GA FinCo (together, the “GA Guarantors”) and certain direct
and indirect insurance company subsidiaries of the Guarantors (such insurance company subsidiaries, the “GA OpCo
Borrowers”, and together with the Guarantors, the “GA OpCo Credit Parties”) entered into a credit agreement (the “GA OpCo
Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent (the “GA Administrative Agent”) and other lenders
from time to time party thereto.
The GA OpCo Credit Agreement provides the GA OpCo Borrowers with an unsecured revolving credit facility (the “GA
OpCo Credit Facility”) in an aggregate principal amount of $3.0 billion as of January 16, 2026, with the option to request an
increase in the facility amount of up to an additional $500 million, for an aggregate principal amount of $3.5 billion, subject to
certain conditions, including obtaining new or increased commitments from new or existing lenders. The GA OpCo Credit
Facility is a 364-day facility, scheduled to mature on January 15, 2027, which may from time to time be extended for
additional 364-day periods at the GA OpCo Borrowers’ option, subject to the consent of the applicable lenders, and the GA
OpCo Borrowers may prepay, terminate or reduce the commitments under the GA OpCo Credit Facility at any time without
penalty. Borrowings under the GA OpCo Credit Facility are available for general corporate purposes including working capital.
Interest on borrowings under the GA OpCo Credit Facility will be based on either (i) the term Secured Overnight Financing
Rate (SOFR), plus a margin based on a corporate ratings-based grid ranging from 1.10% to 1.375%, or (ii) an alternate base
rate, plus a margin based on a corporate ratings-based grid ranging from 0.10% to 0.375%.
Certain other terms of the GA OpCo Credit Agreement include: (i) financial covenants that require GALD and certain of its
consolidated subsidiaries not to exceed a specified debt-to-total-capitalization ratio and to satisfy a net worth threshold; (ii) customary representations, affirmative covenants and certain negative covenants; and (iii) customary events of default, upon
the occurrence of which the lenders will have the ability to accelerate all outstanding loans under the GA OpCo Credit Facility
and terminate the commitments.
Debt Covenants
Borrowings of KKR (including Global Atlantic) contain various debt covenants. These covenants do not, in management's
opinion, materially restrict KKR's operating business or investment strategies as of June 30, 2026. KKR (including Global
Atlantic) was in compliance with such debt covenants in all material respects as of June 30, 2026.
17. POLICY LIABILITIES
The following reflects the reconciliation of the components of policy liabilities to the total balance reported in the ### consolidated statements of financial condition as of June 30, 2026, and December 31, 2025:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Policyholders’ Account Balances | $150,291,419 | $151,484,861 |
| Liability for Future Policy Benefits | 30,759,588 | 30,646,223 |
| Additional Liability for Annuitization, Death, or Other Insurance Benefits | 8,153,078 | 7,923,814 |
| Market Risk Benefit Liability | 1,479,997 | 1,349,774 |
| Other Policy-Related Liabilities(1) | 14,815,048 | 14,154,055 |
| Total Policy Liabilities | $205,499,130 | $205,558,727 |
(1) Other policy-related liabilities as of June 30, 2026, and December 31, 2025 primarily consist of embedded derivatives associated with contractholder
deposit funds ($8.5 billion and $7.8 billion, respectively), cost-of-reinsurance liabilities (both $3.1 billion), policy liabilities accounted under a fair value
option (both $1.1 billion), negative VOBA ($643.4 million and $678.4 million, respectively) and outstanding claims ($331.5 million and $355.8 million,
respectively).
Policyholders’ Account Balances
The following reflects the policyholders’ account balances roll-forward for the six months ended June 30, 2026 and 2025, and the policyholders’ account balances weighted average interest rates, net amount at risk, and cash surrender value as of
those dates:
_Six Months Ended June 30, 2026_
| Line item | Fixed Rate Annuities | Fixed Indexed Annuities | Interest Sensitive Life | Funding Agreements | Other(1) | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of Beginning of Period | $68,826,670 | $37,019,262 | $21,470,282 | $12,245,120 | $11,923,527 | $151,484,861 |
| Issuances and Premiums Received | 2,663,277 | 2,547,221 | 531,659 | 3,941,614 | 270,481 | 9,954,252 |
| Benefit Payments, Surrenders, and Withdrawals | (4,957,024) | (2,818,013) | (931,877) | (4,031,897) | (664,158) | (13,402,969) |
| Interest(2) | 1,504,703 | 559,829 | 348,071 | 237,721 | 226,500 | 2,876,824 |
| Other Activity(3) | (128,140) | 7,245 | (447,057) | (93,962) | 40,365 | (621,549) |
| Balance as of End of Period | $67,909,486 | $37,315,544 | $20,971,078 | $12,298,596 | $11,796,715 | $150,291,419 |
| Less: Reinsurance Recoverable | (13,503,470) | (3,399,548) | (7,086,225) | (1,507,176) | (4,882,500) | (30,378,919) |
| Balance as of End of Period, Net of Reinsurance Recoverable | $54,406,016 | $33,915,996 | $13,884,853 | $10,791,420 | $6,914,215 | $119,912,500 |
| Average Interest Rate | 4.55% | 3.04% | 3.30% | 4.35% | 4.22% | 3.95% |
| Net Amount at Risk, Gross of Reinsurance(4) | $— | $— | $101,583,677 | $— | $1,190,567 | $102,774,244 |
| Cash Surrender Value(5) | $51,252,303 | $39,476,044 | $13,438,889 | $— | $4,169,487 | $108,336,723 |
(1)“Other” consists of activity related to payout annuities without life contingencies, preneed, variable annuities, and life products.
(2) Interest includes interest credited to policyholders’ account values, and interest accreted in other components of the policyholder account balance,
including investment-type contract values, host amounts for contractholder deposits with embedded derivatives, funding agreements, and other
associated reserves.
(3) “Other activity” includes policy charges, fees and commissions, transfers, assumption changes, fair value changes, and the impact of hedge fair value
adjustments.
(4) Net amount at risk represents the difference between the face value of the insurance policy and the reserve accumulated under that same policy.
(5) Cash surrender values are reported net of any applicable surrender charges, net of reinsurance.
_Six Months Ended June 30, 2025_
| Line item | Fixed Rate Annuities | Fixed Indexed Annuities | Interest Sensitive Life | Funding Agreements | Other(1) | Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of Beginning of Period | $65,086,617 | $33,718,335 | $22,175,897 | $7,158,103 | $9,742,844 | $137,881,796 |
| Issuances and Premiums Received | 6,331,496 | 3,603,201 | 576,815 | 2,240,639 | 196,675 | 12,948,826 |
| Benefit Payments, Surrenders, and Withdrawals | (5,815,377) | (2,336,568) | (828,861) | (1,352,089) | (692,903) | (11,025,798) |
| Interest(2) | 1,356,801 | 479,248 | 363,635 | 166,143 | 171,646 | 2,537,473 |
| Other Activity(3) | (163,336) | (1,987) | (438,410) | 88,315 | 35,602 | (479,816) |
| Balance as of End of Period | $66,796,201 | $35,462,229 | $21,849,076 | $8,301,111 | $9,453,864 | $141,862,481 |
| Less: Reinsurance Recoverable | (11,886,810) | (3,042,631) | (7,411,213) | — | (3,369,403) | (25,710,057) |
| Balance as of End of Period, Net of Reinsurance Recoverable | $54,909,391 | $32,419,598 | $14,437,863 | $8,301,111 | $6,084,461 | $116,152,424 |
| Average Interest Rate | 4.27% | 2.86% | 3.30% | 4.03% | 3.32% | 3.69% |
| Net Amount at Risk, Gross of Reinsurance(4) | $— | $— | $108,629,994 | $— | $1,127,486 | $109,757,480 |
| Cash Surrender Value(5) | $51,946,832 | $36,414,223 | $13,834,227 | $— | $4,401,085 | $106,596,367 |
(1)“Other” consists of activity related to payout annuities without life contingencies, preneed, variable annuities, and life products.
(2) Interest includes interest credited to policyholders’ account values, and interest accreted in other components of the policyholder account balance,
including investment-type contract values, host amounts for contractholder deposits with embedded derivatives, funding agreements, and other
associated reserves.
(3)“Other activity” includes policy charges, fees and commissions, transfers, assumption changes, fair value changes, and the impact of hedge fair value
adjustments.
(4) Net amount at risk represents the difference between the face value of the insurance policy and the reserve accumulated under that same policy.
(5) Cash surrender values are reported net of any applicable surrender charges, net of reinsurance.
The following table presents the account values by range of guaranteed minimum crediting rates and the related range of differences, in basis points, between rates being credited to policyholders and the respective guaranteed minimums. Account
values, as disclosed below, differ from policyholder account balances as they exclude balances associated with index credits,
contractholder deposit fund host balances, funding agreements, and other associated reserves. In addition, policyholder
account balances include discounts and premiums on assumed business which are not reflected in account values.
_As of June 30, 2026_
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Account Values with Adjustable Crediting Rates Subject to Guaranteed Minimums: | | | | | |
| Range of Guaranteed Minimum Crediting Rates: | At Guaranteed Minimum | 1 - 49 Above Guaranteed Minimum | 50 - 99 Above Guaranteed Minimum | 100 - 150 Above Guaranteed Minimum | Greater Than 150 bps Above Guaranteed Minimum | Total |
| Less Than 1.00% | $2,582,260 | $259,938 | $357,498 | $140,227 | $30,819,973 | $34,159,896 |
| 1.00% - 1.99% | 1,222,466 | 423,393 | 582,238 | 1,608,578 | 13,395,043 | 17,231,718 |
| 2.00% - 2.99% | 1,119,461 | 27,623 | 25,602 | 101,896 | 6,562,076 | 7,836,658 |
| 3.00% - 4.00% | 9,684,323 | 1,057,069 | 444,474 | 1,220,328 | 3,049,800 | 15,455,994 |
| Greater Than 4.00% | 12,594,734 | 1,043,665 | 58,121 | 6,034 | — | 13,702,554 |
| Total | $27,203,244 | $2,811,688 | $1,467,933 | $3,077,063 | $53,826,892 | $88,386,820 |
| Percentage of Total | 31% | 3% | 2% | 3% | 61% | 100% |
_As of December 31, 2025_
| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Account Values with Adjustable Crediting Rates Subject to Guaranteed Minimums: | | | | | |
| Range of Guaranteed Minimum Crediting Rates: | At Guaranteed Minimum | 1 - 49 Above Guaranteed Minimum | 50 - 99 Above Guaranteed Minimum | 100 - 150 Above Guaranteed Minimum | Greater Than 150 bps Above Guaranteed Minimum | Total |
| Less Than 1.00% | $2,618,469 | $350,774 | $374,482 | $268,868 | $31,782,842 | $35,395,435 |
| 1.00% - 1.99% | 1,204,519 | 501,431 | 644,453 | 1,741,122 | 13,613,777 | 17,705,302 |
| 2.00% - 2.99% | 912,743 | 28,775 | 22,015 | 98,832 | 5,944,539 | 7,006,904 |
| 3.00% - 4.00% | 10,145,728 | 1,075,097 | 477,338 | 1,284,925 | 3,016,279 | 15,999,367 |
| Greater Than 4.00% | 12,506,347 | 1,304,767 | 60,701 | 6,237 | — | 13,878,052 |
| Total | $27,387,806 | $3,260,844 | $1,578,989 | $3,399,984 | $54,357,437 | $89,985,060 |
| Percentage of Total | 30% | 4% | 2% | 4% | 60% | 100% |
Liability for Future Policy Benefits
The following tables summarize the balances of, and changes in, the liability for future policy benefits for traditional and limited-payment contracts for the six months ended June 30, 2026 and 2025:
| Line item | Six Months Ended / June 30, 2026 / Payout Annuities(1) | Six Months Ended / June 30, 2026 / Other(2) | Six Months Ended / June 30, 2026 / Total | Six Months Ended / June 30, 2025 / Payout Annuities(1) | Six Months Ended / June 30, 2025 / Other(2) | Six Months Ended / June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Present Value of Expected Net Premiums | | | | | | |
| Balance as of Beginning of Period | $— | $(1,578,571) | $(1,578,571) | $— | $(1,399,211) | $(1,399,211) |
| Balance at Original Discount Rate | $— | $(1,584,545) | $(1,584,545) | $— | $(1,444,663) | $(1,444,663) |
| Effect of Actual Variances from Expected Experience | — | 48,906 | 48,906 | — | (111,712) | (111,712) |
| Adjusted Beginning of Period Balance | — | (1,535,639) | (1,535,639) | — | (1,556,375) | (1,556,375) |
| Issuances | — | (130,684) | (130,684) | — | (159,444) | (159,444) |
| Interest | — | (34,354) | (34,354) | — | (35,544) | (35,544) |
| Net Premiums Collected | — | 159,207 | 159,207 | — | 172,340 | 172,340 |
| Ending Balance at Original Discount Rate | — | (1,541,470) | (1,541,470) | — | (1,579,023) | (1,579,023) |
| Effect of Changes in Discount Rate Assumptions | — | 28,583 | 28,583 | — | 20,400 | 20,400 |
| Balance as of End of Period | $— | $(1,512,887) | $(1,512,887) | $— | $(1,558,623) | $(1,558,623) |
| Present Value of Expected Future Policy Benefits | | | | | | |
| Balance as of Beginning of Period | $22,763,350 | $9,461,444 | $32,224,794 | $19,067,478 | $9,126,824 | $28,194,302 |
| Balance at Original Discount Rate | $25,126,080 | $9,466,765 | $34,592,845 | $22,116,114 | $9,336,911 | $31,453,025 |
| Effect of Actual Variances from Expected Experience | (13,767) | (22,690) | (36,457) | 17,445 | (44,815) | (27,370) |
| Adjusted Beginning of Period Balance | 25,112,313 | 9,444,075 | 34,556,388 | 22,133,559 | 9,292,096 | 31,425,655 |
| Issuances | 1,168,320 | 252,991 | 1,421,311 | 1,124,442 | 216,912 | 1,341,354 |
| Interest | 459,161 | 229,141 | 688,302 | 368,021 | 225,674 | 593,695 |
| Benefit Payments | (1,098,909) | (494,779) | (1,593,688) | (970,535) | (459,022) | (1,429,557) |
| Ending Balance at Original Discount Rate | 25,640,885 | 9,431,428 | 35,072,313 | 22,655,487 | 9,275,660 | 31,931,147 |
| Effect of Changes in Discount Rate Assumptions | (2,655,339) | (144,499) | (2,799,838) | (2,657,844) | (88,495) | (2,746,339) |
| Balance as of End of Period | 22,985,546 | 9,286,929 | 32,272,475 | 19,997,643 | 9,187,165 | 29,184,808 |
| Net Liability for Future Policy Benefits | 22,985,546 | 7,774,042 | 30,759,588 | 19,997,643 | 7,628,542 | 27,626,185 |
| Less: Reinsurance Recoverable(3) | (10,016,004) | (5,917,610) | (15,933,614) | (9,661,282) | (6,068,982) | (15,730,264) |
| Net Liability for Future Policy Benefits, Net of Reinsurance Recoverables | $12,969,542 | $1,856,432 | $14,825,974 | $10,336,361 | $1,559,560 | $11,895,921 |
(1) Payout annuities generally only have a single premium received at contract inception. As a result, the liability for future policy benefits generally would
not reflect a present value for future premiums for payout annuities.
(2)“Other” consists of activity related to long-term care insurance, variable annuities, traditional life insurance, preneed insurance, and fixed-rate annuity
products. Mortality and morbidity risks associated with the long-term care insurance have been ceded to a third-party reinsurer.
(3) Reinsurance recoverables associated with the liability for future policy benefits is net of the effect of changes in discount rate assumptions of
$(166.9) million and $215.0 million for the six months ended June 30, 2026 and 2025, respectively.
The following table summarizes the amount of gross premiums related to traditional and limited-payment contracts
recognized in the consolidated statements of operations for the six months ended June 30, 2026 and 2025:
| Line item | Gross Premiums / Six Months Ended June 30, 2026 | Gross Premiums / Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Payout Annuities | $1,228,435 | $1,208,885 |
| Other | 494,949 | 398,142 |
| Total Products | $1,723,384 | $1,607,027 |
The following table reflects the weighted-average duration and weighted-average interest rates of the future policy
benefit liability as of June 30, 2026, and December 31, 2025:
_As of June 30, 2026_
| Line item | Payout Annuities | Other |
| --- | --- | --- |
| Weighted-Average Interest Rates, Original Discount Rate | 4.34% | 5.26% |
| Weighted-Average Interest Rates, Current Discount Rate | 5.43% | 5.36% |
| Weighted-Average Liability Duration (Years, Current Rates) | 8.30 | 8.90 |
_As of December 31, 2025_
| Line item | Payout Annuities | Other |
| --- | --- | --- |
| Weighted-Average Interest Rates, Original Discount Rate | 4.22% | 5.25% |
| Weighted-Average Interest Rates, Current Discount Rate | 5.19% | 5.11% |
| Weighted-Average Liability Duration (Years, Current Rates) | 8.30 | 9.10 |
The following reflects the undiscounted ending balance of expected future gross premiums and expected future benefits
and payments for traditional and limited-payment contracts, as of June 30, 2026, and December 31, 2025:
_As of June 30, 2026_
| Line item | Payout Annuities | Other |
| --- | --- | --- |
| Expected Future Benefit Payments, Undiscounted | $40,125,205 | $16,281,119 |
| Expected Future Benefit Payments, Discounted (Original Discount Rate) | 25,640,929 | 9,431,429 |
| Expected Future Benefit Payments, Discounted (Current Discount Rate) | 22,985,592 | 9,286,932 |
| Expected Future Gross Premiums, Undiscounted | — | 2,363,133 |
| Expected Future Gross Premiums, Discounted (Original Discount Rate) | — | 1,895,374 |
| Expected Future Gross Premiums, Discounted (Current Discount Rate) | — | 1,855,749 |
_As of December 31, 2025_
| Line item | Payout Annuities | Other |
| --- | --- | --- |
| Expected Future Benefit Payments, Undiscounted | $38,989,687 | $16,462,284 |
| Expected Future Benefit Payments, Discounted (Original Discount Rate) | 25,126,080 | 9,466,765 |
| Expected Future Benefit Payments, Discounted (Current Discount Rate) | 22,763,350 | 9,461,444 |
| Expected Future Gross Premiums, Undiscounted | — | 2,387,698 |
| Expected Future Gross Premiums, Discounted (Original Discount Rate) | — | 1,891,414 |
| Expected Future Gross Premiums, Discounted (Current Discount Rate) | — | 1,880,446 |
For the six months ended June 30, 2026 and 2025, Global Atlantic recognized $243.2 million and $(272.2) million in other
comprehensive income (loss) (gross of the impact of reinsurance), respectively, due to changes in the future policy benefits
estimate from updating discount rates. During the six months ended June 30, 2026 and 2025, there were no changes to the
methods used to determine the discount rates.
Additional Liability for Annuitization, Death, or Other Insurance Benefits
The following tables reflect the additional liability for annuitization, death, or other insurance benefits roll-forward for the six months ended June 30, 2026 and 2025:
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Balance as of Beginning of Period | $8,005,182 | $7,630,210 |
| Effect of Changes in Experience | 36,978 | (69,052) |
| Adjusted Balance as of Beginning of Period | 8,042,160 | 7,561,158 |
| Issuances | 12,186 | 10,972 |
| Assessments | 350,762 | 346,963 |
| Benefits Paid | (296,182) | (273,936) |
| Interest | 132,179 | 125,831 |
| Balance as of End of Period | 8,241,105 | 7,770,988 |
| Less: Impact of Unrealized Investment Gains and Losses | 88,027 | 75,192 |
| Less: Reinsurance Recoverable, End of Period | 1,844,259 | 1,673,704 |
| Balance, End of Period, Net of Reinsurance Recoverable and Impact of Unrealized Investment Gains and Losses | $6,308,819 | $6,022,092 |
The additional liability for annuitization, death, or other insurance benefits relates primarily to secondary guarantees on
certain interest-sensitive life products, and preneed insurance.
The following reflects the amount of gross assessments recognized for the additional liability for annuitization, death, or other insurance benefits in the consolidated statements of operations for the six months ended June 30, 2026 and 2025:
| Line item | Gross Assessments / Six Months Ended June 30, 2026 | Gross Assessments / Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Total Amount Recognized Within Revenue in the Consolidated Statements of Operations | $380,646 | $292,533 |
The following reflects the weighted average duration and weighted average interest rate for the additional liability for
annuitization, death, or other insurance benefits as of June 30, 2026, and December 31, 2025:
| Line item | As of / June 30, 2026 | As of / December 31, 2025 |
| --- | --- | --- |
| Weighted-Average Interest, Current Discount Rate | 3.31% | 3.30% |
| Weighted-Average Liability Duration (Years) | 23.95 | 24.79 |
Market Risk Benefits
The following table presents the balances of, and changes in, market risk benefits:
| Line item | Six Months Ended / June 30, 2026 / Fixed-Indexed Annuity | Six Months Ended / June 30, 2026 / Variable- and Other Annuities | Six Months Ended / June 30, 2026 / Total | Six Months Ended / June 30, 2025 / Fixed-Indexed Annuity | Six Months Ended / June 30, 2025 / Variable- and Other Annuities | Six Months Ended / June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of Beginning of Period | $1,140,823 | $207,954 | $1,348,777 | $815,981 | $183,936 | $999,917 |
| Balance as of Beginning of Period, Before Impact of Changes in Instrument-Specific Credit Risk | $1,009,066 | $169,131 | $1,178,197 | $716,544 | $150,107 | $866,651 |
| Issuances | 67,816 | 10 | 67,826 | 50,174 | 89 | 50,263 |
| Interest | 23,931 | 4,523 | 28,454 | 19,667 | 4,472 | 24,139 |
| Attributed Fees Collected | 66,023 | 42,558 | 108,581 | 54,715 | 43,864 | 98,579 |
| Benefit Payments | (4,688) | (6,097) | (10,785) | (4,128) | (4,005) | (8,133) |
| Line item | Six Months Ended / June 30, 2026 / Fixed-Indexed Annuity | Six Months Ended / June 30, 2026 / Variable- and Other Annuities | Six Months Ended / June 30, 2026 / Total | Six Months Ended / June 30, 2025 / Fixed-Indexed Annuity | Six Months Ended / June 30, 2025 / Variable- and Other Annuities | Six Months Ended / June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Effect of Changes in Interest Rates | (18,869) | (8,661) | (27,530) | 8,474 | 21,600 | 30,074 |
| Effect of Changes in Equity Markets | (28,645) | (39,065) | (67,710) | (13,573) | (11,930) | (25,503) |
| Effect of Actual Experience Different from Assumptions | 2,669 | 30,927 | 33,596 | 4,947 | (7,972) | (3,025) |
| Effect of Changes in Other Future Expected Assumptions | — | — | — | 43,854 | — | 43,854 |
| Balance as of End of Period Before Impact of Changes in Instrument-Specific Credit Risk | 1,117,303 | 193,326 | 1,310,629 | 880,674 | 196,225 | 1,076,899 |
| Effect of Changes in Instrument-Specific Credit Risk | 131,501 | 36,871 | 168,372 | 109,669 | 36,391 | 146,060 |
| Balance as of End of Period | 1,248,804 | 230,197 | 1,479,001 | 990,343 | 232,616 | 1,222,959 |
| Less: Reinsurance Recoverable as of the End of the Period | (25,736) | (9,728) | (35,463) | — | (11,090) | (11,090) |
| Balance as of End of Period, Net of Reinsurance Recoverable | $1,223,068 | $220,469 | $1,443,538 | $990,343 | $221,526 | $1,211,869 |
| Net Amount at Risk | $5,692,600 | $1,187,336 | $6,879,936 | $4,988,972 | $1,311,376 | $6,300,348 |
| Weighted-average Attained Age of Contract holders (Years) | 72 | 71 | 72 | 71 | 70 | 71 |
The following reflects the reconciliation of the market risk benefits reflected in the preceding table to the amounts
reported in an asset and liability position, respectively, in the consolidated statements of financial condition as of June 30,
2026, and December 31, 2025:
| Line item | As of June 30, 2026 / Asset | As of June 30, 2026 / Liability | As of June 30, 2026 / Net | As of December 31, 2025 / Asset | As of December 31, 2025 / Liability | As of December 31, 2025 / Net |
| --- | --- | --- | --- | --- | --- | --- |
| Fixed-Indexed Annuities | $945 | $1,249,749 | $(1,248,804) | $756 | $1,141,579 | $(1,140,823) |
| Variable- and Other Annuities | 51 | 230,248 | (230,197) | 241 | 208,195 | (207,954) |
| Total | $996 | $1,479,997 | $(1,479,001) | $997 | $1,349,774 | $(1,348,777) |
Significant Inputs, Judgments, and Assumptions Used in Measuring Market Risk Benefits
Significant policyholder behavior and other assumption inputs to the calculation of the market risk benefits include
interest rates, instrument-specific credit risk, mortality rates, surrender rates, and utilization rates. Global Atlantic reviews its
assumptions at least annually, and more frequently if necessary. Accordingly, as part of the review conducted during the six
months ended June 30, 2025, assumptions for fixed-indexed annuities activations were updated, which resulted in a $43.9
million increase to net income before taxes.
Separate Account Liabilities
Separate account assets and liabilities consist of investment accounts established and maintained by Global Atlantic for
certain variable annuity and interest-sensitive life insurance contracts. Some of these contracts include minimum guarantees
such as GMDBs and GMWBs that guarantee a minimum payment to the policyholder.
The assets that support these variable annuity and interest-sensitive life insurance contracts are measured at fair value
and are reported as separate account assets on the consolidated statements of financial condition. An equivalent amount is
reported as separate account liabilities. Market risk benefit assets and liabilities for minimum guarantees are valued and
presented separately from separate account assets and separate account liabilities. For more information on market risk
benefits see “—Market risk benefits” in this footnote. Policy charges assessed against the policyholders for mortality,
administration and other services are included in “Policy fees” in the consolidated statements of operations.
The following table presents the balances of and changes in separate account liabilities:
| Line item | Six Months Ended / June 30, 2026 / Variable Annuities | Six Months Ended / June 30, 2026 / Interest-Sensitive Life | Six Months Ended / June 30, 2026 / Total | Six Months Ended / June 30, 2025 / Variable Annuities | Six Months Ended / June 30, 2025 / Interest-Sensitive Life | Six Months Ended / June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- |
| Balance as of Beginning of Period | $3,214,498 | $626,905 | $3,841,403 | $3,400,617 | $580,443 | $3,981,060 |
| Premiums and Deposits | 11,232 | 5,564 | 16,796 | 12,859 | 5,820 | 18,679 |
| Surrenders, Withdrawals and Benefit Payments | (248,554) | (21,578) | (270,132) | (253,614) | (9,072) | (262,686) |
| Investment Performance | 250,206 | 61,897 | 312,103 | 141,279 | 38,978 | 180,257 |
| Other | (49,034) | (25,914) | (74,948) | (51,876) | (22,052) | (73,928) |
| Balance as of End of Period | $3,178,348 | $646,874 | $3,825,222 | $3,249,265 | $594,117 | $3,843,382 |
| Cash Surrender Value as of End of Period(1) | $3,178,348 | $646,874 | $3,825,222 | $3,249,265 | $594,117 | $3,843,382 |
(1) Cash surrender value attributed to the separate accounts does not reflect the impact of surrender charges; surrender charges are attributed to
policyholder account balances recorded in the general account.
The following table presents the aggregate fair value of assets, by major investment asset type, supporting separate accounts:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Asset Type: | | |
| Managed Volatility Equity/Fixed Income Blended Fund | $1,697,673 | $1,757,775 |
| Equity | 1,796,663 | 1,742,429 |
| Fixed Income | 134,282 | 140,134 |
| Money Market | 196,561 | 201,027 |
| Alternative | 43 | 38 |
| Total Assets Supporting Separate Account Liabilities | $3,825,222 | $3,841,403 |
18. INCOME TAXES
KKR & Co. Inc. is a domestic corporation for U.S. federal income tax purposes and is subject to U.S. federal, state and local
income taxes at the corporate level on its share of taxable income. In addition, KKR Group Partnership and certain of its
subsidiaries operate as partnerships for U.S. federal tax purposes but as taxable entities for certain state, local or non-U.S. tax
purposes. Moreover, certain corporate subsidiaries of KKR, including certain subsidiaries of Global Atlantic, are domestic
corporations for U.S. federal income tax purposes and are subject to U.S. federal, state, and local income taxes.
For the three months ended June 30, 2026 and 2025, the effective tax rates for KKR & Co. Inc. were 17.9% and 11.4%,
respectively, and for the six months ended June 30, 2026 and 2025, the effective tax rates were 23.5% and 11.3%,
respectively. The effective tax rate differs from the 21% U.S. federal income tax rate for the three and six months ended
June 30, 2026 and 2025 primarily due to the portion of the reported net income (loss) before taxes not being attributable to
KKR but rather being attributable to (i) third-party limited partner interests in consolidated investment funds which are not
subject to taxes that are payable by KKR & Co. Inc. and its subsidiaries and (ii) exchangeable securities representing ownership
interests in KKR Group Partnership until they are exchanged for common stock of KKR & Co. Inc.
Each reporting period, KKR assesses available positive and negative evidence to estimate whether sufficient future
taxable income will be generated to realize existing deferred tax assets. There were no changes in the assessment of the
realizability of its deferred tax assets during the six months ended June 30, 2026. It is reasonably possible that prolonged
market volatility may negatively affect Global Atlantic's operating results and its ability to realize its tax planning strategies
and may warrant the establishment of a valuation allowance on a portion of its deferred tax assets within the next 12 months.
19. EQUITY-BASED COMPENSATION
The following table summarizes the expense associated with equity-based compensation for the three and six months ended June 30, 2026 and 2025, respectively:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Asset Management(1) | $206,204 | $150,261 | $359,957 | $313,137 |
| Insurance | 19,655 | 23,371 | 46,015 | 44,063 |
| Total | $225,859 | $173,632 | $405,972 | $357,200 |
(1) For the three and six months ended June 30, 2026, KKR recorded acquisition-related stock consideration of $22.8 million and $25.8 million, respectively.
Under KKR's equity incentive plan, KKR is permitted to grant equity awards representing ownership interests in
KKR & Co. Inc. common stock. On March 29, 2019, the Amended and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the
“2019 Equity Incentive Plan”) became effective. Following the effectiveness of the 2019 Equity Incentive Plan, KKR no longer
makes further grants under the Amended and Restated KKR & Co. Inc. 2010 Equity Incentive Plan, and the 2019 Equity
Incentive Plan became KKR's only plan for providing new equity awards by KKR & Co. Inc. The total number of equity awards
representing shares of common stock that may be issued under the 2019 Equity Incentive Plan is equivalent to 15% of the
aggregate number of the shares of common stock and KKR Group Partnership Units (excluding KKR Group Partnership Units
held by KKR & Co. Inc. or its wholly-owned subsidiaries), subject to annual adjustment. As of June 30, 2026, 27,810,041 shares
may be issued under the 2019 Equity Incentive Plan. KKR has also issued equity grants in the form of restricted holdings units
through KKR Holdings III L.P. (“KKR Holdings III”), which are not issued under the 2019 Equity Incentive Plan and are currently
held by certain current and former KKR employees. Equity grants generally consist of (i) restricted stock units that convert into
shares of common stock of KKR & Co. Inc. (or cash equivalent) upon vesting and (ii) restricted holdings units that are
exchangeable into shares of common stock of KKR & Co. Inc. upon vesting and certain other conditions, including those
described below.
In April 2026, KKR granted equity awards under the 2019 Equity Incentive Plan representing approximately 29 million
shares of common stock, which awards are subject to market price and cliff service vesting conditions based on average prices
of common stock ranging from $150 to $250 and the recipient’s continued service through May 1, 2031, subject to certain
exceptions (including if the market price conditions are satisfied between May 1, 2031, and May 1, 2033, with continued
service through such date). Additionally, in April 2026, KKR granted equity awards under the 2019 Equity Incentive Plan
representing approximately 2 million shares of common stock, which are subject to time-based vesting conditions based on
the recipient’s continued service for five years, subject to certain exceptions. These grants also have transfer restrictions
ranging from 1 to 5 years following vesting.
Equity Granted In Connection with Arctos Acquisition
In connection with the Arctos Acquisition (as defined in Note 25 “Acquisitions” below), KKR granted equity to certain
sellers of Arctos that is subject to continued service following the closing of the acquisition. Because these equity grants
require post-combination service they are accounted for as post-combination compensation expense. These equity grants
included restricted holdings units issued by KKR Holdings III and restricted stock units. The restricted stock units were issued
under the 2019 Equity Incentive Plan.
KKR also committed to grant equity in the form of restricted holdings units under the 2019 Equity Incentive Plan but has
not yet identified the specific recipients (the “Unallocated Units”). Because a grant date has not been established for these
Unallocated Units, no grant-date fair value has been determined and no compensation expense has yet been recognized. KKR
is required to allocate these Unallocated Units no later than December 31, 2028.
The granted equity and Unallocated Units include 5.6 million Service-Vesting Grants (as defined below) and 1.8 million
Market-Condition Grants (as defined above), respectively. A portion of the Service-Vesting Grants vest each year through
2033, while the Market-Condition Grants vest on December 31, 2030, conditioned on achieving specified KKR stock price
targets ranging from $150 to $225 by, and continued service through, such date, subject to certain extensions with respect to
the continued service condition.
In addition, KKR has committed to pay up to $150 million in restricted holdings units, subject to both continued service
and the achievement of certain management fee revenue targets measured through December 31, 2028, subject to certain
exceptions. Because these Performance-Condition Grants (as defined above) will be settled in a variable number of KKR restricted holdings units determined by reference to the price of KKR's common stock at settlement, the units are liability-
classified. The associated liability is measured at fair value and remeasured at each reporting period until settlement, with
changes in fair value recognized in compensation expense over the requisite service period.
Please see additional information on Service-Vesting, Market-Condition and Performance-Condition Grants below.
Service-Vesting Grants
KKR grants restricted stock units and restricted holdings units that are subject to service-based vesting, typically over a
three to five-year period from the date of grant (referred to hereafter as “Service-Vesting Grants”). In certain cases, these
Service-Vesting Grants may have a percentage that vests immediately upon grant, and certain Service-Vesting Grants may
have vesting periods longer than five years. Additionally, some but not all Service-Vesting Grants are subject to transfer
restrictions and/or minimum retained ownership requirements. Generally, the transfer restriction period, if applicable, lasts
for (i) one year with respect to one-half of the grants vesting on any vesting date and (ii) two years with respect to the other
one-half of the grants vesting on such vesting date. While providing services to KKR, some but not all of these grants are also
subject to minimum retained ownership rules requiring the award recipient to continuously hold shares of common stock
equivalents equal to at least 15% of their cumulatively vested grants that have or had the minimum retained ownership
requirement. Holders of the Service-Vesting Grants do not participate in dividends until such grants have met their vesting
requirements.
Expense associated with the vesting of these Service-Vesting Grants is based on the closing price of KKR & Co. Inc.
common stock on the date of grant, discounted for the lack of participation rights in the expected dividends on unvested
equity grants. Expense is recognized on a straight line basis over the life of the grant and assumes a forfeiture rate of up to 7%
annually based upon expected turnover by class of recipient.
As of June 30, 2026, there was approximately $1.1 billion of total estimated unrecognized expense related to unvested
Service-Vesting Grants, which is expected to be recognized over the weighted average remaining requisite service period of
2.9 years.
A summary of the status of unvested Service-Vesting Grants from January 1, 2026, through June 30, 2026, is presented below:
| Line item | Shares | Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Balance, January 1, 2026 | 16,143,785 | $73.25 |
| Granted(1) | 6,557,345 | 88.72 |
| Vested | (4,922,323) | 60.78 |
| Forfeitures | (380,968) | 84.18 |
| Balance, June 30, 2026 | 17,397,839 | $82.37 |
(1) Includes 4.2 million acquisition-related share grants.
Market-Condition Grants
KKR also grants restricted stock units and restricted holdings units that are subject to both a service-based vesting
condition and a market price based vesting condition. The following is a discussion of the Market-Condition Grants, excluding
the Co-CEO Awards (as defined and discussed below).
The number of Market-Condition Grants (other than the Co-CEO awards described below) that will vest depend upon (i)
the market price of KKR common stock reaching certain price targets that range from $65.00 to $250.00 and (ii) the employee
being employed by KKR on a certain date, which typically ranges from five to six years from the date of grant (with exceptions
for involuntary termination without cause, death and permanent disability). The market price vesting condition is met when
the average closing price of KKR common stock during 20 consecutive trading days meets or exceeds the stock price targets.
Holders of the Market-Condition Grants do not participate in dividends until such units have met both their service-based and
market-price based vesting requirements. Additionally, these grants are subject to additional transfer restrictions and
minimum retained ownership requirements after vesting.
Due to the existence of the service requirement, the vesting period for these Market-Condition Grants (other than the
Co-CEO awards) is explicit, and as such, compensation expense will be recognized on (i) a straight-line basis over the period from the date of grant through the date the award recipient is required to be employed by KKR and (ii) assumes a forfeiture
rate of up to 7% annually based upon expected turnover. The fair value of the awards granted is based on a Monte Carlo
simulation valuation model. In addition, the grant date fair value assumes that holders of the Market-Condition Grants will
not participate in dividends until such units have met all of their vesting requirements.
Below is a summary of the grant date fair value based on the Monte Carlo simulation valuation model and the significant assumptions used to estimate the grant date fair value of these Market-Condition Grants:
| Line item | Weighted Average | Range |
| --- | --- | --- |
| Grant Date Fair Value | $47.01 | $23.34 - $79.94 |
| Closing KKR share price as of valuation date | $79.24 | $43.97 - $103.33 |
| Risk Free Rate | 3.99% | 1.23% - 4.41% |
| Volatility | 33.72% | 28.00% - 38.00% |
| Dividend Yield | 0.95% | 0.71% - 1.31% |
| Expected Cost of Equity | 10.18% | 9.27% - 11.80% |
As of June 30, 2026, there was approximately $1.4 billion of total estimated unrecognized expense related to these
unvested Market-Condition Grants, which is expected to be recognized over the weighted average remaining requisite service
period of approximately 3.8 years.
A summary of the status of unvested Market-Condition Grants from January 1, 2026, through June 30, 2026, is presented below:
| Line item | Shares | Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Balance, January 1, 2026 | 37,325,261 | $31.05 |
| Granted(1) | 29,949,028 | 47.15 |
| Vested | (17,566,793) | 25.26 |
| Forfeitures | (434,873) | 47.45 |
| Balance, June 30, 2026 | 49,272,623 | $42.76 |
(1)29.9 million shares granted, which includes 1.4 million acquisition-related grants, have stock price targets that range from $150.00 to $250.00.
As of June 30, 2026, 18 million of these Market-Condition Grants have met their market price based vesting condition.
These Market-Condition Grants remain unvested until their service conditions (as described above) are satisfied.
Performance-Condition Grants
KKR also grants restricted stock units and restricted holdings units subject to both performance and service-based vesting
conditions. The performance-based vesting conditions are primarily based on the achievement of certain business and
operating targets. Compensation expense is recognized over the performance period based upon the probable outcome of
the performance condition. The Performance-Condition Grants are liability-classified since the number of shares that may vest
is variable, and therefore, the fair value of these grants is remeasured each reporting period. As of June 30, 2026, none of the
performance-based conditions have been met.
As of June 30, 2026, there was approximately $180.0 million of total estimated unrecognized expense related to these
unvested Performance-Condition Grants, which is expected to be recognized over the weighted average remaining requisite
service period of approximately 4.5 years. Additionally, these grants are subject to additional transfer restrictions and
minimum retained ownership requirements after vesting.
Co-CEO Awards
On December 9, 2021, the Board of Directors approved grants of 7.5 million restricted holdings units to each of KKR’s Co-
Chief Executive Officers that are subject to both a service-based vesting condition and a market price based vesting condition
(referred to hereafter as “Co-CEOs Awards”). For both Co-Chief Executive Officers, 20% of the Co-CEOs Awards are eligible to
vest at each of the following KKR common stock price targets: $95.80, $105.80, $115.80, $125.80 and $135.80. The market price based vesting condition is met when the average closing price of KKR common stock during 20 consecutive trading days
meets or exceeds the stock price targets. In addition to the market price based vesting conditions, in order for the award to
vest, the Co-Chief Executive Officer is required to be employed by KKR on December 31, 2026 (with exceptions for involuntary
termination without cause, death and permanent disability).
These awards will be automatically canceled and forfeited upon the earlier of a Co-Chief Executive Officer’s termination
of service (except for involuntary termination without cause, death or permanent disability) or the failure to meet the market
price based vesting condition by December 31, 2028 (for which continued service is required if the market price vesting
condition is met after December 31, 2026). Co-CEO Awards do not participate in dividends until such awards have met both
their service-based and market price based vesting requirements. Additionally, these awards are subject to additional transfer
restrictions and minimum retained ownership requirements after vesting.
Due to the existence of the service requirement, the vesting period for these Co-CEO Awards is explicit, and as such,
compensation expense will be recognized on a straight-line basis over the period from the date of grant through December
31, 2026 given the derived service period is less than the explicit service period. The fair value of the awards granted is based
on a Monte Carlo simulation valuation model. In addition, the grant date fair value assumes that these Co-CEO Awards will
not participate in dividends until such awards have met all of their vesting requirements.
Below is a summary of the grant date fair value based on the Monte Carlo simulation valuation model and the significant assumptions used to estimate the grant date fair value of these Co-CEO Awards:
| | |
| --- | --- |
| Grant Date Fair Value | $48.91 |
| Closing KKR share price as of valuation date | $75.76 |
| Risk Free Rate | 1.42% |
| Volatility | 28.0% |
| Dividend Yield | 0.77% |
| Expected Cost of Equity | 9.36% |
As of June 30, 2026, there was approximately $73 million of total estimated unrecognized expense related to these
unvested Co-CEO Awards, which is expected to be recognized ratably from July 1, 2026, to December 31, 2026. As of June 30,
2026, all Co-CEO Awards have met their market price based vesting condition. The Co-CEO Awards remain unvested until their
service conditions (as described above) are satisfied.
20. RELATED PARTY TRANSACTIONS
Due from Affiliates consists of:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Amounts Due From Unconsolidated Investment Funds | $2,352,611 | $1,954,509 |
| Amounts Due From Portfolio Companies | 376,785 | 353,192 |
| Due From Affiliates | $2,729,396 | $2,307,701 |
Due to Affiliates consists of:
| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Amounts Due to Current and Former Employees Under the Tax Receivable Agreement | $335,122 | $359,261 |
| Amounts Due to Unconsolidated Investment Funds | 52,831 | 83,101 |
| Due to Affiliates | $387,953 | $442,362 |
21. SEGMENT REPORTING
KKR operates through three reportable segments which are presented below and reflect how its chief operating decision-
makers, who are the Co-Chief Executive Officers, allocate resources and assess performance:
- Asset Management – The asset management business offers a broad range of investment management services to
investment funds, vehicles and accounts (including the Insurance and Strategic Holdings segments) and provides
capital markets services to portfolio companies and third parties. This reportable segment also reflects how its
business lines operate collaboratively with predominantly a single expense pool.
- Insurance – The insurance business is operated by Global Atlantic, which is a leading U.S. retirement and life
insurance company that provides a broad suite of protection, legacy and savings products and reinsurance solutions
to clients across individual and institutional markets. Global Atlantic primarily generates income by earning a spread
between its investment income and the cost of policyholder benefits.
- Strategic Holdings – The strategic holdings business acquires and manages interests in operating companies that are
owned by KKR. This segment primarily generates income from dividends from these businesses. Dividends are
presented net of management fees paid to the Asset Management segment. If KKR were to sell a portion or all of a
business reported in Strategic Holdings, the realized gain or loss would be presented as realized investment income,
net of a performance fee paid to the Asset Management segment.
KKR’s segment profitability measures used to make operating decisions and assess performance across KKR’s reportable
segments are presented prior to giving effect to the allocation of income (loss) among KKR & Co. Inc. and holders of any
exchangeable securities, and the consolidation of the investment funds, vehicles and accounts that KKR advises, manages or
sponsors (including CFEs). For each segment, the chief operating decision makers use the key measure of segment earnings to
allocate resources to that segment in the annual budget and forecasting process. KKR's segment profitability measures
excludes: (i) equity-based compensation charges, (ii) amortization of acquired intangibles, and (iii) transaction-related and
non-operating items, if any. Transaction-related and non-operating items arise from corporate actions, which consist of: (i)
impairments, (ii) transaction costs from acquisitions, including any acquisition-related stock consideration, (iii) depreciation on
real estate that KKR owns and occupies, (iv) contingent liabilities, net of any recoveries, (v) certain integration, restructuring,
and other non-operating expenses, and (vi) other gains or charges that affect period-to-period comparability and are not
reflective of KKR's ongoing operational performance.
Inter-segment transactions are not eliminated from segment results when management considers those transactions in
assessing the results of the respective segments. These transactions include (i) management fees earned by the Asset
Management segment as the investment adviser for Global Atlantic’s insurance companies, (ii) management and performance
fees earned by the Asset Management segment from the Strategic Holdings segment, and (iii) interest income and expense
based on lending arrangements where the Asset Management segment borrows from the Insurance segment. All these inter-
segment transactions are recorded by each segment based on the applicable governing agreements. Additionally, due to the
integrated nature of our segment operations and as part of our strategic capital allocation decisions, inter-segment asset
transfers have and may continue to occur. In these cases in segment reporting, the assets are transferred at their fair value,
and no gain or loss is recognized at the time of transfer. Earnings are recognized upon realization events and transactions with
third parties. Total Segment Earnings represents the total segment earnings of KKR’s Asset Management, Insurance, and
Strategic Holdings segments:
- Asset Management Segment Earnings is the segment profitability measure used to make operating decisions and to
assess the performance of the Asset Management segment. This measure is presented before income taxes and is
comprised of: (i) Fee Related Earnings, (ii) Realized Performance Income, (iii) Realized Performance Income
Compensation, (iv) Realized Investment Income, and (v) Realized Investment Income Compensation. Asset
Management Segment Earnings excludes the impact of: (i) unrealized gains (losses) on investments, (ii) unrealized
carried interest, and (iii) unrealized carried interest compensation. Management fees earned by KKR as the adviser,
manager or sponsor for its investment funds, vehicles and accounts, including its Global Atlantic insurance companies
and Strategic Holdings segment, are included in Asset Management Segment Earnings.
- Insurance Operating Earnings is the segment profitability measure used to make operating decisions and to assess
the performance of the Insurance segment. This measure is presented before income taxes and is comprised of: (i)
Net Investment Income, (ii) Net Cost of Insurance, and (iii) General, Administrative, and Other Expenses. Insurance
Operating Earnings excludes the impact of: (i) investment gains (losses) which include realized gains (losses) related
to asset/liability matching investment strategies and unrealized investment gains (losses) and (ii) non-operating changes in policy liabilities and derivatives which includes (a) changes in the fair value of market risk benefits and
other policy liabilities measured at fair value and related benefit payments, (b) fees attributed to guaranteed
benefits, (c) derivatives used to manage the risks associated with policy liabilities, and (d) losses at contract issuance
on payout annuities. Insurance Operating Earnings includes (i) realized gains and losses not related to asset/liability
matching investment strategies and (ii) the investment management costs that are earned by our Asset Management
segment as the investment adviser of the Global Atlantic insurance companies.
- Strategic Holdings Segment Earnings is the segment profitability measure used to make operating decisions and to
assess the performance of the Strategic Holdings segment. This measure is presented before income taxes and is
comprised of: Dividends, Net and Net Realized Investment Income. Strategic Holdings Segment Earnings excludes the
impact of unrealized gains (losses) on investments. Strategic Holdings Segment Earnings includes management fees
and performance fee expenses that are earned by the Asset Management segment.
KKR disclosed all the segment expenses under the significant expense principle for each reportable segment. There are no
expenses to be disclosed in the other segment category, because segment revenues minus segment expenses equals the
segment measure of profit of each reportable segment.
Effective beginning in the first quarter of 2026, the information regularly provided to KKR’s chief operating decision
makers for the Insurance Segment was changed to reclassify certain operating expenses from “General, Administrative and
Other” to “Net Cost of Insurance.” Prior period segment information has been recast to conform to the current period
presentation. This reclassification had no impact on Insurance Operating Earnings.
Effective beginning in the second quarter of 2026, performance revenues from KKR’s K-Series Private Equity vehicles of
approximately $160 million were reported in fee related performance revenues in fee related earnings. For both the three
and six months ended June 30, 2025, performance revenues from its K-Series Private Equity vehicles of approximately
$80 million were reported in net realized performance income. This change in classification reflects how KKR’s chief operating
decision makers currently manage the business and aligns KKR's presentation with the prevailing classification disclosed by
other publicly listed alternative asset managers. KKR has not recast prior-period amounts, as the impact of the reclassification
is not material to previously reported results. Additionally, the change in classification had no impact on total segment
revenues, total segment earnings, or consolidated net income.
Segment Presentation
The following tables set forth information regarding KKR's segment results:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Asset Management | | | | |
| Management Fees (1)(2) | $1,249,964 | $995,763 | $2,442,468 | $1,913,097 |
| Transaction and Monitoring Fees, Net | 221,269 | 234,249 | 473,978 | 495,758 |
| Fee Related Performance Revenues | 254,699 | 53,737 | 278,461 | 75,014 |
| Fee Related Compensation | (302,038) | (224,656) | (559,233) | (434,677) |
| Other Operating Expenses | (209,746) | (172,339) | (405,151) | (339,835) |
| Fee Related Earnings | 1,214,148 | 886,754 | 2,230,523 | 1,709,357 |
| Realized Performance Income | 847,535 | 418,850 | 1,603,499 | 766,770 |
| Realized Performance Income Compensation | (635,651) | (309,536) | (1,194,424) | (569,467) |
| Realized Investment Income (3) | 189,718 | 153,998 | 311,619 | 371,955 |
| Realized Investment Income Compensation | (28,458) | (23,100) | (46,743) | (55,794) |
| Asset Management Segment Earnings | $1,587,292 | $1,126,966 | $2,904,474 | $2,222,821 |
| Insurance | | | | |
| Net Investment Income (1) (4) | $1,953,987 | $1,788,525 | $3,854,599 | $3,517,868 |
| Net Cost of Insurance | (1,468,887) | (1,326,980) | (2,922,221) | (2,614,963) |
| General, Administrative and Other | (196,880) | (183,613) | (383,828) | (366,201) |
| Insurance Operating Earnings | $288,220 | $277,932 | $548,550 | $536,704 |
| Strategic Holdings | | | | |
| Dividends, Net (2) | $37,036 | $29,121 | $85,332 | $60,607 |
| Strategic Holdings Operating Earnings | 37,036 | 29,121 | 85,332 | 60,607 |
| Net Realized Investment Income(3) | 30,065 | — | 30,065 | — |
| Strategic Holdings Segment Earnings | $67,101 | $29,121 | $115,397 | $60,607 |
| Total Segment Earnings | $1,942,613 | $1,434,019 | $3,568,421 | $2,820,132 |
(1) Includes intersegment management fees of $175.0 million and $165.5 million earned by the Asset Management segment from the Insurance segment for
the three months ended June 30, 2026 and 2025, respectively, and $350.8 million and $325.2 million for the six months ended June 30, 2026 and 2025,
respectively.
(2) Includes intersegment management fees of $11.0 million and $9.3 million earned by the Asset Management segment from the Strategic Holdings
segment for the three months ended June 30, 2026 and 2025, respectively, and $21.9 million and $17.2 million for the six months ended June 30, 2026
and 2025, respectively.
(3) Includes intersegment performance fees of $5.3 million earned by the Asset Management segment from the Strategic Holdings segment for both the
three and six months ended June 30, 2026. There were no performance fees earned for both the three and six months ended June 30, 2025.
(4) Includes intersegment interest expense of $5.5 million and $2.8 million for the three months ended June 30, 2026 and 2025, respectively, and $9.1 million
and $7.7 million for the six months ended June 30, 2026 and 2025, respectively.
| Line item | As of June 30, 2026 | As of June 30, 2025 |
| --- | --- | --- |
| Segment Assets: | | |
| Asset Management | $28,024,240 | $28,102,340 |
| Insurance | 276,373,560 | 253,782,595 |
| Strategic Holdings | 11,516,316 | 9,725,453 |
| Total Segment Assets | $315,914,116 | $291,610,388 |
| Non-Cash Expenses Excluded from Segment Earnings | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Equity Based Compensation | | | | |
| Asset Management | $206,204 | $150,261 | $359,957 | $313,137 |
| Insurance | 19,655 | 23,371 | 46,015 | 44,063 |
| Total Non-Cash Expenses | $225,859 | $173,632 | $405,972 | $357,200 |
Reconciliations of Total Segment Amounts
The following tables reconcile Segment Revenues, Expenses, Earnings, and Assets to their equivalent GAAP measure:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Total GAAP Revenues | $5,725,891 | $5,088,843 | $10,043,874 | $8,199,026 |
| Impact of Consolidation and Other | 508,523 | 259,812 | 683,785 | 518,026 |
| Asset Management Adjustments: | | | | |
| Capital Allocation-Based Income (Loss) (GAAP) | (1,022,381) | (910,732) | (1,864,234) | (2,069,837) |
| Realized Carried Interest | 836,660 | 405,527 | 1,556,564 | 733,022 |
| Realized Investment Income | 189,718 | 153,998 | 311,619 | 371,955 |
| Capstone Fees | (29,595) | (24,755) | (56,436) | (45,592) |
| Expense Reimbursements | (52,047) | (29,494) | (107,615) | (61,702) |
| Strategic Holdings Adjustments: | | | | |
| Realized Investment Income and Dividends | 67,101 | 29,121 | 115,397 | 60,607 |
| Insurance Adjustments: | | | | |
| Net Premiums | (697,036) | (730,242) | (1,259,006) | (1,053,606) |
| Policy Fees | (339,769) | (334,974) | (665,463) | (673,447) |
| Other Income | (68,551) | (85,964) | (133,808) | (141,452) |
| (Gains) Losses from Investments | 541,216 | 138,242 | 1,035,867 | 1,437,257 |
| Non-Operating Changes in Policy Liabilities and Derivatives | (875,457) | (285,139) | (580,523) | (73,188) |
| Total Segment Revenues (1) | $4,784,273 | $3,674,243 | $9,080,021 | $7,201,069 |
(1) Total Segment Revenues is comprised of (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, (iii) Fee Related Performance Revenues, (iv)
Realized Performance Income, (v) Realized Investment Income, (vi) Net Investment Income, and (vii) Dividends, Net.
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Total GAAP Expenses | $5,406,259 | $4,746,444 | $9,276,394 | $8,577,399 |
| Impact of Consolidation and Other | (236,990) | (195,831) | (460,033) | (334,463) |
| Asset Management Adjustments: | | | | |
| Equity-based Compensation | (183,363) | (150,261) | (334,078) | (313,137) |
| Unrealized Carried Interest Compensation | 16,678 | (343,769) | 8,945 | (989,939) |
| Amortization of Intangibles | (9,519) | — | (12,687) | — |
| Transaction-related and Non-operating Items | (82,684) | (10,765) | (116,693) | (21,316) |
| Expense Reimbursements | (52,047) | (29,494) | (107,615) | (61,702) |
| Capstone Expenses | (27,724) | (22,690) | (54,125) | (45,022) |
| Insurance Adjustments: | | | | |
| Net Premiums | (697,036) | (730,242) | (1,259,006) | (1,053,606) |
| Policy Fees | (339,769) | (334,974) | (665,463) | (673,447) |
| Other Income | (68,551) | (85,964) | (133,808) | (141,452) |
| Non-Operating Changes in Policy Liabilities | (849,117) | (572,118) | (541,246) | (506,723) |
| Equity-Based Compensation | (19,655) | (23,371) | (46,015) | (44,063) |
| Amortization of Intangibles | (4,412) | (4,699) | (18,599) | (9,398) |
| Transaction-Related and Non-Operating Items | (10,410) | (2,042) | (24,371) | (2,194) |
| Total Segment Expenses (1) | $2,841,660 | $2,240,224 | $5,511,600 | $4,380,937 |
(1) Total Segment Expenses is comprised of (i) Fee Related Compensation, (ii) Realized Performance Income Compensation, (iii) Realized Investment Income
Compensation, (iv) Net Cost of Insurance, (v) General, Administrative and Other, and (vi) Other Operating Expenses.
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Income (Loss) Before Tax (GAAP) | $1,373,984 | $1,528,768 | $1,836,874 | $2,299,835 |
| Impact of Consolidation and Other | (371,760) | (876,763) | (312,951) | (1,877,153) |
| Interest Expense, Net | 92,455 | 53,020 | 175,466 | 127,529 |
| Asset Management Adjustments: | | | | |
| Unrealized (Gains) Losses | 128,610 | 257,754 | 305,741 | 637,091 |
| Unrealized Carried Interest | 12,360 | (429,906) | 2,696 | (1,237,619) |
| Unrealized Carried Interest Compensation | (16,678) | 343,769 | (8,945) | 989,939 |
| Transaction-related and Non-operating Items(1) | 82,684 | 10,765 | 116,693 | 21,316 |
| Equity-based Compensation – Time based | 58,023 | 63,750 | 126,419 | 142,027 |
| Equity-based Compensation – Performance based | 125,340 | 86,512 | 207,659 | 171,111 |
| Amortization of Acquired Intangibles | 9,519 | — | 12,687 | — |
| Strategic Holdings Adjustments: | | | | |
| Unrealized (Gains) Losses | (55,479) | (64,304) | 65,134 | (385,712) |
| Insurance Adjustments: | | | | |
| (Gains) Losses from Investments | 458,061 | 290,084 | 967,004 | 1,649,024 |
| Non-Operating Changes in Policy Liabilities and Derivatives | 11,017 | 140,458 | (15,041) | 227,089 |
| Transaction-Related and Non-Operating Items(1) | 10,410 | 2,042 | 24,371 | 2,194 |
| Equity-Based Compensation | 19,655 | 23,371 | 46,015 | 44,063 |
| Amortization of Acquired Intangibles | 4,412 | 4,699 | 18,599 | 9,398 |
| Total Segment Earnings | $1,942,613 | $1,434,019 | $3,568,421 | $2,820,132 |
(1) For the three and six months ended June 30, 2026, Transaction-related and Other Non-operating items include (i) $55 million and $77 million related to
transaction-related costs and other corporate actions, respectively, (ii) $6 million and $24 million of costs associated with certain integration and
restructuring initiatives across our Asset Management and Insurance businesses, respectively, and (iii) $32 million and $40 million of acquisition-related
stock consideration and other, respectively.
| Line item | As of / June 30, 2026 | As of / June 30, 2025 |
| --- | --- | --- |
| Total GAAP Assets | $414,463,237 | $380,867,573 |
| Impact of Consolidation and Reclassifications | (91,447,219) | (83,766,604) |
| Carry Pool Reclassifications | (7,101,902) | (5,490,581) |
| Total Segment Assets | $315,914,116 | $291,610,388 |
22. EQUITY
Stockholders' Equity
Common Stock
The common stock of KKR & Co. Inc. is entitled to vote as provided by its certificate of incorporation, Delaware General
Corporation Law and the rules of the New York Stock Exchange (“NYSE”). Subject to preferences that apply to any shares of
preferred stock outstanding at the time on which dividends are payable, the holders of common stock are entitled to receive
dividends out of funds legally available if the Board of Directors, in its discretion, determines to declare dividends and then
only at the times and in the amounts that the Board of Directors may determine. The common stock is not entitled to
preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
Series I Preferred Stock
Except for any distribution required by Delaware law to be made upon a dissolution event, the holders of Series I
preferred stock do not have any economic rights to receive dividends. Series I preferred stock is entitled to vote on various
matters that may be submitted to vote of the stockholders and the other matters as set forth in the certificate of
incorporation. Upon a dissolution event, each holder of Series I preferred stock will be entitled to a payment equal to $0.01 per share of Series I preferred stock. The Series I preferred stock will be eliminated on the Sunset Date (as defined in Note 1
“Organization”), which is scheduled to occur not later than December 31, 2026.
Series D Mandatory Convertible Preferred Stock
On March 7, 2025, KKR & Co. Inc. issued 51,750,000 shares, or $2.59 billion aggregate liquidation preference, of Series D
Mandatory Convertible Preferred Stock.
Subject to certain exceptions, so long as any share of Series D Mandatory Convertible Preferred Stock remains
outstanding, no dividend or distributions will be declared or paid on shares of KKR & Co. Inc.’s common stock, par value $0.01
per share, or any other class or series of stock ranking junior to the Series D Mandatory Convertible Preferred Stock, and no
common stock or any other class or series of stock ranking junior to the Series D Mandatory Convertible Preferred Stock will
be purchased, redeemed, or otherwise acquired for consideration by KKR & Co. Inc. or any of its subsidiaries unless, in each
case, all accumulated and unpaid dividends for all preceding dividend periods have been declared and paid in cash, shares of
common stock or a combination thereof, or a sufficient sum of cash or number of shares of common stock has been set aside
for the payment of such dividends, on all outstanding shares of Series D Mandatory Convertible Preferred Stock. In addition,
when dividends on shares of the Series D Mandatory Convertible Preferred Stock (i) have not been declared and paid in full on
any dividend payment date (or, in the case of any parity stock having dividend payment dates different from such dividend
payment dates on a dividend payment date falling within a regular dividend period related to such dividend payment date), or
(ii) have been declared but a sum of cash or number of shares of Common Stock sufficient for payment thereof has not been
set aside for the benefit of the holders thereof on the applicable regular record date, no dividends may be declared or paid on
any parity stock unless dividends are declared on the shares of Series D Mandatory Convertible Preferred Stock such that the
respective amounts of such dividends declared on the shares of Series D Mandatory Convertible Preferred Stock and such
shares of parity stock shall be allocated pro rata among the holders of the shares of Series D Mandatory Convertible Preferred
Stock and the holders of any shares of parity stock then outstanding.
Unless converted earlier, each share of the Series D Mandatory Convertible Preferred Stock will automatically convert on
the mandatory conversion date, which is expected to be March 1, 2028, into between 0.3312 shares and 0.4140 shares of
common stock, in each case, subject to customary anti-dilution adjustments described in the certificate of designations
setting forth the terms of the Series D Mandatory Convertible Preferred Stock. The number of shares of common stock
issuable upon conversion will be determined based on the average volume weighted average price per share of common
stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately
prior to March 1, 2028.
Dividends on the Series D Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if
declared by KKR & Co. Inc.’s board of directors, or an authorized committee thereof (which will be influenced by receipt of
distributions from KKR Group Partnership in respect of our Series D mirrored preferred units that we hold in KKR Group
Partnership) at an annual rate of 6.25% on the liquidation preference of $50.00 per share of Series D Mandatory Convertible
Preferred Stock, and may be paid in cash or, subject to certain limitations, in shares of common stock or, subject to certain
limitations, any combination of cash and shares of common stock.
If declared, dividends on the Series D Mandatory Convertible Preferred Stock will be payable quarterly on March 1, June
1, September 1 and December 1 of each year to, and including, March 1, 2028, commencing on June 1, 2025.
Upon KKR & Co. Inc.’s voluntary or involuntary liquidation, winding-up or dissolution, each holder of the Series D
Mandatory Convertible Preferred Stock will be entitled to receive a liquidation preference in the amount of $50.00 per share
of Series D Mandatory Convertible Preferred Stock, plus an amount equal to accumulated and unpaid dividends on such
shares, whether or not declared, to, but excluding, the date fixed for liquidation, winding-up or dissolution, such amount to be
paid out of KKR & Co. Inc.’s assets legally available for distribution to its stockholders after satisfaction of debt and other
liabilities owed to KKR & Co. Inc.’s creditors and holders of shares of its stock ranking senior to the Series D Mandatory
Convertible Preferred Stock and before any payment or distribution is made to holders of any stock ranking junior to the
Series D Mandatory Convertible Preferred Stock, including, without limitation, Common Stock.
Share Repurchase Program
Under KKR's repurchase program, shares of common stock of KKR & Co. Inc. may be repurchased from time to time in
open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any
repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal requirements,
price and economic and market conditions. In addition to the repurchases of common stock, the repurchase program will be
used for the retirement (by cash settlement or the payment of tax withholding amounts upon net settlement) of equity grants pursuant to our 2019 Equity Incentive Plan representing the right to receive common stock. KKR expects that the program will
be in effect until the maximum approved dollar amount has been used. The program does not require KKR to repurchase or
retire any specific number of shares of common stock or equity grants, respectively, and the program may be suspended,
extended, modified or discontinued at any time. In March 2026, the share repurchase program was amended such that when
the remaining available amount under the share repurchase program becomes $50 million or less, the total available amount
under the share repurchase program will automatically increase by an additional $500 million to the then remaining available
amount (the “Share Repurchase Program Increase Threshold”). As of July 24, 2026, there was approximately $87 million
remaining under the program. Any additional increases to the total available amount after the Share Repurchase Program
Increase Threshold is reached would require a separate approval by the Board of Directors of KKR & Co. Inc. The repurchase
program does not have an expiration date.
The following table presents the shares of KKR & Co. Inc. common stock that have been repurchased or equity grants retired under the repurchase program:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Shares of common stock repurchased | 328,544 | 36,411 | 2,502,514 | 36,411 |
| Equity grants for common stock retired | 1,228,266 | 917,903 | 1,228,844 | 922,135 |
Change in KKR & Co. Inc.'s Ownership Interest
Vesting of restricted holdings units results in a change in ownership in KKR Group Partnership, while KKR retains a
controlling interest, and is accounted for as an equity transaction between the controlling and noncontrolling interests.
Noncontrolling Interests
Noncontrolling interests in consolidated entities represent the non-redeemable ownership interests in KKR that are held
primarily by:
(i)third party fund investors in KKR's consolidated funds and certain other entities;
(ii)third parties in KKR's Capital Markets business line;
(iii)certain current and former employees who hold exchangeable securities; and
(iv)third-party investors in certain of Global Atlantic's consolidated entities.
The following table presents the balances of, and changes in, Noncontrolling Interests:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Balance at the beginning of the period | $47,514,600 | $39,565,465 |
| Net Income (Loss) Attributable to Noncontrolling Interests | 373,145 | 776,166 |
| Other Comprehensive Income (Loss), net of tax | 822 | (1,046) |
| Equity-Based Compensation (Non-Cash Contribution) | 140,748 | 96,635 |
| Impact of Acquisition – Arctos (See Note 25) | 68,355 | — |
| Change in KKR & Co. Inc.'s Ownership Interest | 379,746 | (65,384) |
| Capital Contributions | 1,313,154 | 1,063,431 |
| Capital Distributions | (2,128,796) | (941,062) |
| Changes in Consolidation | (1,327,192) | 261,413 |
| Balance at the end of the period | $46,334,582 | $40,755,618 |
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Balance at the beginning of the period | $48,019,108 | $36,747,947 |
| Net Income (Loss) Attributable to Noncontrolling Interests | 246,404 | 1,638,094 |
| Other Comprehensive Income (Loss), net of tax | 30,406 | 4,953 |
| Equity-Based Compensation (Non-Cash Contribution) | 236,816 | 198,216 |
| Impact of Acquisition – Arctos (See Note 25) | 68,355 | — |
| Change in KKR & Co. Inc.'s Ownership Interest | 318,042 | (192,994) |
| Capital Contributions | 2,491,125 | 1,897,075 |
| Capital Distributions | (3,748,482) | (1,929,065) |
| Changes in Consolidation | (1,327,192) | 2,391,392 |
| Balance at the end of the period | $46,334,582 | $40,755,618 |
23. REDEEMABLE NONCONTROLLING INTERESTS
Redeemable noncontrolling interests primarily represents noncontrolling interests of certain KKR investment funds and
vehicles that are subject to periodic redemption by fund investors following the expiration of a specified period of time, or
may be withdrawn subject to a redemption fee during the period when capital may not be otherwise withdrawn.
Consolidated fund investor's interests subject to redemption as described above are presented as Redeemable Noncontrolling
Interests in the accompanying consolidated statements of financial condition and presented as Net Income (Loss) Attributable
to Redeemable Noncontrolling Interests in the accompanying consolidated statements of operations. When redeemable
amounts become legally payable to fund investors, they are classified as a liability and included in Accounts Payable, Accrued
Expenses, and Other Liabilities in the accompanying consolidated statements of financial condition.
The following table presents the balances of, and changes in, Redeemable Noncontrolling Interests:
| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 |
| --- | --- | --- |
| Balance at the beginning of the period | $2,795,494 | $1,921,480 |
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | 54,252 | 68,175 |
| Capital Contributions | 390,111 | 29,116 |
| Capital Distributions | (27,058) | (25,173) |
| Changes in Consolidation | (144,526) | — |
| Balance at the end of the period | $3,068,273 | $1,993,598 |
| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Balance at the beginning of the period | $2,710,242 | $1,585,177 |
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | 53,269 | 76,669 |
| Capital Contributions | 477,306 | 364,629 |
| Capital Distributions | (88,071) | (32,877) |
| Changes in Consolidation | (144,526) | — |
| Impact of Acquisition – Altavair (See Note 14) | 60,053 | — |
| Balance at the end of the period | $3,068,273 | $1,993,598 |
24. COMMITMENTS AND CONTINGENCIES
Funding Commitments and Others
As of June 30, 2026, KKR had unfunded commitments consisting of $11.1 billion to its investment funds and vehicles.
These unfunded commitments also include funding requirements to levered investment vehicles and structured transactions
to fund or otherwise be liable for a portion of the vehicle's investment losses and/or to provide the vehicle with liquidity upon
certain termination events.
In addition to these uncalled commitments and funding obligations to KKR's investment funds and vehicles, KKR has
entered into contractual commitments primarily with respect to underwriting transactions, debt financing, revolving credit
facilities, and syndications in KKR's Capital Markets business line. As of June 30, 2026, these capital markets commitments
amounted to $0.6 billion. Whether these amounts are actually funded, in whole or in part, depends on the contractual terms
of such capital markets commitments, including the satisfaction or waiver of any conditions to closing or funding. KKR's capital
markets business has arrangements with third parties, which are expected to reduce KKR's risk under certain circumstances
when underwriting certain debt transactions. As a result, our unfunded capital markets commitments as of June 30, 2026,
have been reduced to reflect the amount expected to be funded by such third parties. As of June 30, 2026, KKR's capital
markets business line has entered into such arrangements representing a total notional amount of $5.0 billion.
Global Atlantic has commitments to purchase or fund investments of $6.1 billion as of June 30, 2026. These commitments
include those related to mortgage loans, other lending facilities, and real assets. For those commitments that represent a
contractual obligation to extend credit, Global Atlantic has recorded a liability of $24.7 million for current expected credit
losses as of June 30, 2026.
In addition, Global Atlantic has entered into agreements to purchase loans. Global Atlantic's obligations under these
agreements are subject to change, curtailment, and cancellation based on various provisions including repricing mechanics,
due diligence reviews, and performance or pool quality, among other factors.
Global Atlantic has certain contingent funding obligations related to development-stage renewable energy projects in the
amount of $322.2 million as of June 30, 2026, with expiration dates occurring between March 2027 and September 2027. For
accounting purposes, these contingent funding obligations are considered guarantees of the obligations of the development-
stage renewable energy projects.
Non-cancelable Operating Leases
KKR's non-cancelable operating leases consist of leases of office space around the world. There are no material rent
holidays, contingent rent, rent concessions, or leasehold improvement incentives associated with any of these property
leases. In addition to base rentals, certain lease agreements are subject to escalation provisions and rent expense is
recognized on a straight‑line basis over the term of the lease agreement. Global Atlantic also enters into land leases for its
consolidated investments in renewable energy.
Contingent Repayment Guarantees
The partnership documents governing KKR's carry-paying investment funds and vehicles generally include a “clawback”
provision that, if triggered, may give rise to a contingent obligation requiring the general partner to return amounts to the
fund for distribution to the fund investors at the end of the life of the fund. Under a clawback obligation, upon the liquidation
of a fund, the general partner is required to return, typically on an after-tax basis, previously distributed carry to the extent
that, due to the diminished performance of later investments, the aggregate amount of carry distributions received by the
general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled,
including the effects of any performance thresholds. KKR has guaranteed its general partners' clawback obligations.
As of June 30, 2026, approximately $180 million of carried interest was subject to this clawback obligation, assuming that
all applicable carry-paying investment funds were liquidated at their June 30, 2026 fair values. Although KKR would be
required to remit the entire amount to fund investors that are entitled to receive the clawback payment, KKR would be
entitled to seek reimbursement of approximately $79 million of that amount from Associates Holdings, which is not a KKR
subsidiary. As of June 30, 2026, Associates Holdings had access to cash reserves sufficient to reimburse the full $79 million
that would be due to KKR. If the investments in all carry-paying funds were to be liquidated at zero value, a possibility that
management views to be remote, the clawback obligation would have been approximately $5.1 billion as of June 30, 2026.
KKR will acquire control of Associates Holdings when KKR acquires its general partner upon the closing of the transactions
contemplated to occur on the Sunset Date (as defined in Note 1 “Organization”), which will occur not later than December 31,
2026.
Carried interest is recognized in the consolidated statements of operations based on the contractual conditions set forth
in the agreements governing the fund as if the fund were terminated and liquidated at the reporting date and the fund's
investments were realized at the then estimated fair values. Amounts earned pursuant to carried interest are earned by the
general partner of those funds to the extent that cumulative investment returns are positive and where applicable, preferred
return thresholds have been met. If these investment amounts earned decrease or turn negative in subsequent periods,
recognized carried interest will be reversed and to the extent that the aggregate amount of carry distributions received by the general partner during the term of the fund exceed the amount to which the general partner was ultimately entitled, and a
clawback obligation would be recorded. For funds that are consolidated, this clawback obligation, if any, is reflected as an
increase in noncontrolling interests in the consolidated statements of financial condition. For funds that are not consolidated,
this clawback obligation, if any, is reflected as a reduction of KKR's investment balance as this is where carried interest is
initially recorded.
Indemnifications and Other Guarantees
KKR may incur contingent liabilities for claims that may be made against it in the future. KKR enters into contracts that
contain a variety of representations, warranties and covenants, including indemnifications. KKR and certain of KKR's
consolidated investment funds have provided, and are expected to continue to provide, certain credit support, such as
indemnities and guarantees relating to a variety of matters, including (i) guarantees of KKR’s corporate debt obligations and
other capital obligations, (ii) non-recourse carve-out guarantees for fraud, willful misconduct and other wrongful acts,
including in connection with the financing of KKR's corporate real estate, (iii) in connection with certain investment vehicles
sponsored or managed by KKR, and (iv) certain other guarantees arising from the investment activities of KKR and its
investment vehicles.
The types of credit support provided by KKR include providing guarantees or other credit support:
i.in connection with its subsidiaries' funding obligations to certain investment vehicles that KKR manages or
sponsors,
ii.in connection with repayment and funding obligations to third-party lenders on behalf of certain employees,
excluding its executive officers, in connection with their personal investments in KKR investment funds and a
levered multi-asset investment vehicle, and
iii.in connection with certain of investment vehicles’ obligations to fund or otherwise be liable for a portion of
their investment losses, including the obligation to provide these investment vehicles with liquidity upon
certain termination events.
In addition, KKR has agreed to tender to one of its consolidated investment vehicles up to a fixed number of shares that
KKR owns in it if the net asset value of such shares is less than an agreed upon value on June 1, 2027.
KKR may also become liable for certain amounts payable to sellers of businesses or assets if a transaction does not close,
subject to certain conditions, if any, specified in the acquisition agreements for such businesses or assets.
Unless otherwise stated above, KKR's maximum exposure under the arrangements described under this section “—
Indemnifications and Other Guarantees” are currently unknown as there are no stated or notional amounts included in these
arrangements and KKR's liabilities for these matters would require a claim to be made against KKR in the future.
Legal Proceedings
From time to time, KKR is involved in various legal proceedings, requests for information, lawsuits, arbitration, and claims
incidental to the conduct of KKR's businesses. KKR's businesses are also subject to extensive regulation, which may result in
regulatory or other legal proceedings against them. Moreover, in the ordinary course of business, KKR is and can be the
defendant or the plaintiff in numerous lawsuits with respect to acquisitions, bankruptcy, insolvency and other events. Such
lawsuits may involve claims, or may be resolved on terms, that adversely affect the value of certain investments owned by
KKR's funds and Global Atlantic's insurance companies.
Kentucky Matter
In December 2017, KKR & Co. L.P. (which is now KKR Group Co. Inc.) and its then Co-Chief Executive Officers, Henry Kravis
and George Roberts, were named as defendants in a lawsuit filed in Kentucky state court (the “2017 Action”) alleging, among
other things, the violation of fiduciary and other duties in connection with certain separately managed accounts that Prisma
Capital Partners LP, a former subsidiary of KKR, manages for the Kentucky Retirement Systems. Also named as defendants in
the lawsuit are certain current and former trustees and officers of the Kentucky Retirement Systems, Prisma Capital Partners
LP, and various other service providers to the Kentucky Retirement Systems and their related persons. The 2017 Action was
dismissed at the direction of the Supreme Court of Kentucky for lack of Kentucky constitutional standing. This dismissal
became final on February 16, 2024.
On July 21, 2020, the Office of the Attorney General, on behalf of the Commonwealth of Kentucky (the “Kentucky AG”),
filed a new lawsuit in the same Kentucky state court (the “2020 AG Action”) making essentially the same allegations as those
raised in the 2017 Action, including against what was then KKR & Co. Inc. (now KKR Group Co. Inc.) and Messrs. Kravis and
Roberts. On May 1, 2024, the trial court denied motions to dismiss the 2020 AG Action filed by KKR & Co. Inc. and Messrs.
Kravis and Roberts.
On April 8, 2024, after receiving permission from the Kentucky trial court in the 2020 AG Action, the Kentucky AG
amended its complaint in the 2020 AG Action to add a claim for breach of contract. The Kentucky AG also filed an action (the
“2024 AG Action”) substantially identical to the 2020 AG Action, including the new claim for breach of contract. On April 23,
2024, KKR & Co. Inc., Messrs. Kravis and Roberts and other defendants moved to strike the Kentucky AG's amended complaint
in the 2020 AG Action, to stay consideration of the breach of contract claim and the 2024 AG Action until after the trial court's
ruling on the motions to dismiss the 2020 AG Action, and to deny a motion by the Kentucky AG to consolidate the 2020 AG
Action and the 2024 AG Action. These motions were denied, and the trial court consolidated the 2020 AG Action with the
2024 AG Action. On June 17, 2024, KKR & Co. Inc., Messrs. Kravis and Roberts and other defendants filed new motions to
dismiss the consolidated 2020 AG Action and 2024 AG Action.
In January 2021, some of the attorneys for the plaintiffs in the 2017 Action filed a new lawsuit on behalf of a new set of
plaintiffs, who claim to be “Tier 3” members of Kentucky Retirement Systems (the “Tier 3 Plaintiffs”), alleging substantially the
same allegations as in the 2017 Action. On July 9, 2021, the Tier 3 Plaintiffs served an amended complaint, which purports to
assert, on behalf of a class of beneficiaries of Kentucky Retirement Systems, direct claims for breach of fiduciary duty and civil
violations under the Racketeer Influenced and Corrupt Organizations Act (“RICO”). This complaint was removed to the U.S.
District Court for the Eastern District of Kentucky, which has entered an order staying this case until the completion of the
2020 AG Action. On August 20, 2021, the Tier 3 Plaintiffs and other individual plaintiffs filed a second complaint in Kentucky
state court (the “Second Tier 3 Action”), purportedly on behalf of Kentucky Retirement Systems’ funds, alleging the same
claims against what was then KKR & Co. Inc. (now KKR Group Co. Inc.) and Messrs. Kravis and Roberts as in the July 9th
amended complaint but without the RICO or class action allegations. On May 1, 2024, the trial court denied motions to
dismiss the Second Tier 3 Action filed by KKR & Co. Inc. and Messrs. Kravis and Roberts. On July 3, 2024, KKR & Co. Inc.,
Messrs. Kravis and Roberts and other defendants filed a writ of prohibition asking the Kentucky Court of Appeals to order the
trial court to dismiss the Second Tier 3 Action. On November 12, 2024, the Court of Appeals denied the request for a writ of
prohibition. Defendants have appealed that denial by petitioning the Kentucky Supreme Court for a writ of prohibition. The
Second Tier 3 Action is stayed pending the outcome of this petition.
On March 24, 2022, in a separate declaratory judgment action brought by the Commonwealth of Kentucky regarding the
enforceability of certain indemnification provisions available to what was then KKR & Co. Inc. (now KKR Group Co. Inc.) and
Prisma Capital Partners LP, the Kentucky state court concluded that it has personal jurisdiction over KKR & Co. Inc. in that
action, and that the indemnification provisions violated the Kentucky Constitution and were therefore unenforceable. On
December 1, 2023, the Kentucky Court of Appeals reversed the trial court’s summary judgment on the issue of personal
jurisdiction over KKR & Co. Inc., but affirmed the trial court’s rulings that the indemnification provisions violated the Kentucky
Constitution and were unenforceable. On February 5, 2024, the Kentucky Court of Appeals denied the petitions of KKR & Co.
Inc. and others for rehearing. On April 8, 2024, KKR & Co. Inc. and other defendants in the declaratory judgment case filed
motions with the Supreme Court of Kentucky for discretionary review of the Court of Appeals' December 1, 2023 decision. On
August 14, 2024, the Kentucky Supreme Court granted discretionary review in the Kentucky AG’s declaratory judgment case of
both personal jurisdiction over KKR & Co. Inc. and the enforceability and constitutionality of the indemnification provisions
and, on September 22, 2025, opening briefs were filed by KKR & Co. Inc. and other defendants. The Commonwealth of
Kentucky filed its response briefs on November 21, 2025, and KKR & Co. Inc. and other defendants filed their reply briefs on
December 15, 2025. The Kentucky Supreme Court heard oral arguments on June 17, 2026.
On January 8, 2025, KKR, Messrs. Kravis and Roberts, Prisma Capital Partners L.P., and certain other defendants entered
into an agreement with the Commonwealth of Kentucky, Kentucky Public Pensions Authority, County Employees Retirement
System and Kentucky Retirement Systems (the “KPPA Entities”) to settle the 2020 AG Action and the 2024 AG Action. On May
12, 2025, the Kentucky trial court entered an order declining to enter the parties’ jointly proposed order approving the
settlement. Because the receipt of the court’s approval was a contractual condition to the settlement becoming final, the
settlement agreement terminated. KKR, Messrs. Kravis and Roberts, Prisma Capital Partners L.P., and the other defendants
that were party to the settlement agreement continue to deny any liability, wrongdoing, or damage, maintain that the
settlement was not an admission of any fault, liability, wrongdoing or damage, and maintain that they entered into the
settlement solely to avoid further legal expense, inconvenience, and the distraction of burdensome and protracted litigation.
KKR intends to continue to vigorously defend against all claims against KKR and Messrs. Kravis and Roberts.
On November 19, 2025, the Kentucky Public Pensions Authority (“KPPA”) filed a motion to intervene in the consolidated
2020 AG Action and 2024 AG Action to assert claims against KKR & Co. Inc., Prisma Capital Partners LP, and Prisma Capital
Partners LLC. On December 8, 2025, the court entered an agreed order tendered by the parties granting KPPA’s motion to
intervene and ordering that all briefing and deadlines relating to KPPA’s intervening complaint are stayed pending decision by
the Kentucky Supreme Court in the appeals arising out of the Kentucky AG’s declaratory judgment action.
Shareholder Derivative Litigation
On July 30, 2024, a shareholder derivative complaint was filed in Delaware Chancery Court and was subsequently
amended on August 7, 2024 (first amended complaint) and further amended on August 19, 2025 (second amended
complaint). The operative second amended complaint claims, among other matters, that the Co-Founders and various current
and former executive officers and directors of KKR & Co. Inc. breached fiduciary duties and wasted corporate assets in
connection with transactions contemplated by the Reorganization Agreement pursuant to which, among other things, the Co-
Founders, certain current and former executive officers, and other senior executives of KKR received common stock from KKR.
The suit seeks to recover on behalf of KKR & Co. Inc. a cancellation of shares issued in the reorganization, monetary damages,
injunctive relief, restitution, and other remedies. KKR & Co. Inc. and other defendants filed a motion to dismiss the operative
second amended complaint on October 6, 2025. On December 18, 2025, plaintiffs filed their opposition to the motion to
dismiss the second amended complaint. Defendants filed their response on February 13, 2026.
Regulatory Matters
KKR currently is, and expects to continue to become from time to time, subject to various examinations, inquiries and
investigations by various U.S. and non-U.S. governmental and regulatory agencies. Such examinations, inquiries and
investigations may result in the commencement of civil, criminal or administrative proceedings, or the imposition of fines,
penalties, or other remedies, against KKR and its personnel. KKR is subject to periodic examinations of its regulated businesses
by various U.S. and non-U.S. governmental and regulatory agencies, including but not limited to the Securities and Exchange
Commission (“SEC”), Financial Industry Regulatory Authority (“FINRA”), the U.K. Financial Conduct Authority, Central Bank of
Ireland, Monetary Authority of Singapore, U.S. state insurance regulatory authorities, and the Bermuda Monetary Authority.
KKR may also become subject to civil, criminal, administrative, or other inquiries or investigations (through a request for
information, civil investigative demand, subpoena or otherwise) by any of the foregoing governmental and regulatory
agencies as well as by any other U.S. or non-U.S. governmental or regulatory agency, including but not limited to the SEC, U.S.
Department of Justice (“DOJ”), U.S. state attorney generals, and similar non-U.S. governmental or regulatory agencies.
Since 2022, as previously disclosed, KKR has been subject to investigations by the Antitrust Division of the DOJ (the “DOJ”)
related to the accuracy and completeness of certain filings made by KKR pursuant to the premerger notification requirements
under the Hart‐Scott‐Rodino Act of 1976 (“HSR”) for certain transactions in 2021 and 2022. On January 14, 2025, the DOJ filed
a civil antitrust complaint (the “DOJ Complaint”) in the U.S. District Court for the Southern District of New York against KKR
and various KKR-sponsored investment entities (the “KKR Defendants”) alleging violations of the HSR Act. The DOJ Complaint
requests various relief for the alleged violations of the HSR Act by the KKR Defendants, including civil penalties in an amount
to be determined and various equitable relief, including potential disgorgement and injunctive relief against future violations
of the HSR Act. On January 14, 2025, KKR filed a complaint (the “KKR Complaint”) in the U.S. District Court for the District of
Columbia against Doha Mekki in her official capacity as Acting Assistant Attorney General of the United States for the
Antitrust Division, the DOJ, the Federal Trade Commission (“FTC”), and the United States of America pertaining to the HSR-
related investigations conducted by the DOJ. On January 16, 2025, KKR voluntarily dismissed the KKR Complaint filed in the
U.S. District Court for the District of Columbia and re-filed it in the U.S. District Court for the Southern District of New York as
related to the DOJ Complaint. The KKR Complaint requests various forms of relief, including declaratory judgments that: (i)
KKR did not violate the HSR Act; (ii) the DOJ’s and FTC’s interpretations of the HSR Act are unconstitutionally vague; and (iii)
the DOJ seeks an excessive fine in violation of the U.S. Constitution. KKR intends to vigorously defend against the DOJ
Complaint and filed a motion to dismiss the DOJ Complaint on April 17, 2025. The DOJ filed its motion to dismiss the KKR
Complaint on April 23, 2025, and KKR and the DOJ agreed to dismiss one count of the KKR Complaint and to stay the rest of
the DOJ’s motion to dismiss pending resolution of KKR’s motion to dismiss the DOJ Complaint. The DOJ has continued its
investigations into certain of KKR’s past HSR filings, and KKR continues to cooperate in connection with these investigations.
The DOJ may initiate additional civil or criminal proceedings or take other actions against KKR, its employees or portfolio
companies, which could include further antitrust investigations into past HSR filings or transactions or other purported
violations of law. There can be no certainty as to the possible outcome of the DOJ Complaint, the KKR Complaint, the DOJ’s
investigations, or such other proceedings or other actions, any of which could result in a range of adverse financial and non‐
financial consequences to KKR. Even in the event that the parties are able to settle the pending litigation, it is possible that
any such settlement could involve significant monetary penalties and/or other possible remedial measures. In addition, KKR is
currently, and may from time to time become, subject to other investigations by the Antitrust Division of the DOJ and other
U.S. or non-U.S. governmental authorities related to antitrust matters, including the European Commission’s investigation
relating to the acquisition of certain infrastructure assets of Telecom Italia S.p.A. and FiberCop S.p.A. KKR is currently
cooperating in connection with these other investigations.
Loss Contingencies
KKR establishes an accrued liability for legal or regulatory proceedings only when those matters present loss
contingencies that are both probable and reasonably estimable. KKR includes in its financial statements the amount of any
reserve for regulatory, litigation and related matters that Global Atlantic includes in its financial statements. No loss
contingency is recorded for matters where such losses are either not probable or reasonably estimable (or both) at the time
of determination. Such matters also have the possibility of resulting in losses in excess of any amounts accrued. To the extent
KKR can in any particular period estimate an aggregate range of reasonably possible losses, these decisions involve significant
judgment given that it is inherently difficult to determine whether any loss for a matter is probable or even possible or to
estimate the amount of any loss in many legal, governmental and regulatory matters.
Estimating an accrued liability or a reasonably possible loss involves significant judgment due to many uncertainties,
including among others: (i) the proceeding may be in early stages; (ii) damages sought may be unspecified, unsupportable,
unexplained or uncertain; (iii) discovery may not have been started or is incomplete; (iv) there may be uncertainty as to the
outcome of pending appeals or motions; (v) there may be significant factual issues to be resolved; (vi) there may be novel
legal issues or unsettled legal theories to be presented or a large number of parties; or (vii) the proceeding relates to a
regulatory examination, inquiry, or investigation. It is not possible to predict the ultimate outcome of all pending litigations,
arbitrations, claims, and governmental or regulatory examinations, inquiries, investigations and proceedings, and some of the
matters discussed above seek or may seek potentially large or indeterminate relief. Consequently, management is unable as
of the date of filing of this report to estimate an amount or range of reasonably possible losses related to matters pending
against KKR. In addition, any amounts accrued as loss contingencies or disclosed as reasonably possible losses may be, in part
or in whole, subject to insurance or other payments such as contributions and indemnity, which may reduce any ultimate loss.
As of the date of filing this report, management does not believe, based on currently available information, that the
outcomes of the matters pending against KKR will have a material adverse effect upon its financial statements. However,
given the potentially large and/or indeterminate relief sought or that may be sought in certain of these matters and the
inherent unpredictability of litigations, arbitrations, claims, and governmental or regulatory examinations, inquiries,
investigations and proceedings, it is possible that an adverse outcome in certain matters could have a material adverse effect
on KKR's financial results in any future period. In addition, there can be no assurance that material losses will not be incurred
from claims that have not yet been asserted or those where potential losses have not yet been determined to be probable or
possible and reasonably estimable.
Other Financing Arrangements
Global Atlantic has financing arrangements with unaffiliated third parties to support the reserves of its affiliated special
purpose reinsurers. Total fees associated with these financing arrangements were $4.7 million and $4.5 million for the three
months ended June 30, 2026 and 2025, respectively, and $9.4 million and $9.1 million for the six months ended June 30, 2026
and 2025, respectively, and are included in insurance expenses in the consolidated statements of operations. As of both
June 30, 2026, and December 31, 2025, the total capacity of the financing arrangements with third parties was $2.6 billion.
Other than the matters disclosed above, there were no outstanding or unpaid balances from the financing arrangements
with unaffiliated third parties as of both June 30, 2026, and December 31, 2025.
25. ACQUISITION
Acquisition of Arctos
On May 4, 2026, KKR completed the Arctos Acquisition, which was announced on February 4, 2026. Arctos is an
investment firm that provides strategic growth capital and liquidity solutions to sports franchises and to private investment
fund sponsors.
Under the transaction agreement, KKR agreed to pay (i) $1.4 billion in initial consideration to acquire 100% of the equity
interests of Arctos, consisting of cash and equity securities of KKR, and (ii) up to $550 million of additional equity securities
based on KKR's share price and Arctos-specific performance targets. The number of shares and units issuable in connection
with the initial equity consideration was calculated using a contractual reference price of $130.62 per share of common stock of KKR & Co. Inc. This reference price was a contractual term used solely to determine the number of shares and units issuable
under the transaction agreement and does not represent the accounting value of the consideration transferred.
KKR accounted for the Arctos Acquisition as a business combination under FASB Accounting Standards Codification Topic
805, Business Combinations (“Topic 805”), which requires the consideration transferred to be measured at acquisition-date
fair value. The consideration transferred under Topic 805 differs from the contractual terms described above for two reasons.
First, the equity securities issued as consideration for purposes of Topic 805 were measured at their fair value on the May 4,
2026 acquisition date, on which the closing price per share of common stock of KKR & Co. Inc. was $103.33. Second, the
equity that is contingent on continued service is recognized and reported as a post-combination compensation expense over
the requisite service period. See Note 19 “Equity-based Compensation” for additional information regarding these equity
grants.
After giving effect to these adjustments, total consideration transferred, measured in accordance with Topic 805, was
$560 million, consisting of $253 million in cash (including $100 million of deferred cash consideration), $160 million in shares
of KKR & Co. Inc. common stock, and $147 million of securities exchangeable into shares of KKR & Co. Inc. common stock.
The fair value of assets acquired and liabilities assumed represents a provisional value, because the Company's evaluation
of the facts and circumstances of the Arctos Acquisition is ongoing. Pursuant to Topic 805, the financial statements will not be
retrospectively adjusted for changes to the provisional values of assets acquired and liabilities assumed that occur in
subsequent periods. Rather, KKR will recognize any adjustments as it obtains information that was not available as of the
completion of this preliminary fair value calculation. KKR will also record, in the same period as the financial statement effect
on earnings, any changes in depreciation, amortization, or other income effects resulting from a change to the provisional
amounts, calculated as if the accounting had been completed at the acquisition date. KKR expects to finalize the purchase
price allocation as soon as practicable, but no later than one year from the acquisition date of May 4, 2026.
KKR allocated a provisional amount of $331 million to the fair value of identifiable intangible assets acquired in the Arctos
Acquisition, consisting of $310 million of investment management contracts and $21 million of investor relationships.
Intangible assets are based on third-party valuations. The investment management contracts were valued using the excess
earnings method, which derives value from the present value of the cash flows attributable to the investment management
contracts, less returns for contributory assets. The carried interest acquired by KKR was valued based on the present value of
the net carried interest expected to be received. Investor relationships were valued using the excess earnings method. The
significant assumptions used in the valuation of the intangible assets acquired were unobservable and include (i) assets'
estimated useful lives, (ii) projected assets under management, (iii) projected revenue growth rates, (iv) projected carried
interest, and (v) discount rates. The carrying value of goodwill associated with the Arctos Acquisition was $162 million as of
the acquisition date and has been allocated entirely to the Asset Management segment. The goodwill recorded is not
expected to be deductible for tax purposes and includes benefits anticipated as a result of synergies from combining KKR’s
and Arctos' businesses.
Revenues and earnings attributable to Arctos following the completion of the Arctos Acquisition were determined to be
immaterial for the three and six months ended June 30, 2026. As a result, pro forma results of operations are not presented
because they would not be materially different.
26. SUBSEQUENT EVENTS
Dividends
A dividend of $0.195 per share of common stock of KKR & Co. Inc. has been declared and was announced on July 30,
2026. This dividend will be paid on August 25, 2026 to common stockholders of record as of the close of business on August
10, 2026.
A dividend of $0.78125 per share of Series D Mandatory Convertible Preferred Stock has been declared and was
announced on July 30, 2026 and set aside for payment. This dividend will be paid on September 1, 2026 to holders of record
of Series D Mandatory Convertible Preferred Stock as of the close of business on August 15, 2026.
## Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial
statements of KKR & Co. Inc., together with its consolidated subsidiaries, and the related notes included elsewhere in this
report and our Annual Report, including the audited consolidated financial statements and the related notes and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and “Business” section contained
therein. In addition, this discussion and analysis contains forward-looking statements and involves numerous risks and
uncertainties, including those described under “Cautionary Note Regarding Forward-looking Statements” and “Business
Environment” in this report and our Annual Report and “Risk Factors” in our Annual Report, and our other filings with the SEC.
Actual results may differ materially from those contained in any forward-looking statements.
The unaudited condensed consolidated financial statements and the related notes included elsewhere in this report are
hereafter referred to as the “financial statements.” Additionally, the condensed consolidated statements of financial condition
are referred to herein as the “consolidated statements of financial condition”; the condensed consolidated statements of
operations are referred to herein as the “consolidated statements of operations”; the condensed consolidated statements of
comprehensive income (loss) are referred to herein as the “consolidated statements of comprehensive income (loss)”; the
condensed consolidated statements of changes in equity are referred to herein as the “consolidated statements of changes in
equity”; and the condensed consolidated statements of cash flows are referred to herein as the “consolidated statements of
cash flows.”
Overview
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance
solutions. We aim to generate attractive investment returns by following a patient and disciplined investment approach,
employing world-class people, and supporting growth in our portfolio companies and communities.
Founded in 1976, KKR pioneered the leveraged buyout strategy and has been a leader of the private equity industry for
five decades. Since the inception of our firm, we have expanded our investment strategies and product offerings from
traditional private equity to other alternative asset classes such as leveraged credit, alternative credit, infrastructure, real
estate, energy, growth equity, and core private equity. Over the same period, we scaled from being a U.S.-focused firm to a
global operation with 36 offices around the world as of June 30, 2026. Our business further expanded with the acquisition of
Global Atlantic in 2021, which today conducts our insurance business providing retirement and life insurance solutions. As of
June 30, 2026, we managed $796 billion of assets under management, of which $220 billion comes from Global Atlantic.
Our three reporting segments align with the KKR business model:
Our business model of (i) Asset Management, (ii) Insurance, and (iii) Strategic Holdings corresponds to our three reporting
segments. We have purposely created a business model that we believe enables us to grow long-term, durable, recurring
earnings with a focus on large addressable markets where we can be an industry leader. Importantly, these pieces were built
to leverage our core strengths as a firm: investing acumen, capital allocation expertise and our collaborative culture.
Business Segments
Asset Management
In Asset Management, we have five business lines: (i) Private Equity, (ii) Real Assets, (iii) Credit and Liquid Strategies, (iv)
Capital Markets, and (v) Principal Activities.
Our Assets Under Management have grown and diversified in the last 15 years across Private Equity, Real Assets, and
Credit and Liquid Strategies as illustrated on the following chart. KKR has evolved from a relatively US-centric and traditional
private equity firm to a global alternative asset manager. As of December 31, 2010, our traditional Private Equity strategy
represented over 70% of our total AUM. As of June 30, 2026, traditional Private Equity was less than 25% of our total AUM.
Assets Under Management ($ in billions):
Liquid Strategies
Alternative Credit
Credit and Liquid
Strategies(1)(3)
$331
+18%
CAGR
Leveraged Credit
Real Estate
Real Assets(2)(3)
$211
Infrastructure &
Energy
Growth Equity
Core Private Equity
Private Equity(3)
$255
Traditional Private
Equity
(1) As of June 30, 2026, Alternative Credit AUM includes $91 billion of asset-based finance, $48 billion of corporate private credit (including $39 billion of
direct lending) and $11 billion of strategic investments.
(2) Real estate credit lends across the risk return spectrum of investments secured by or relating to real property, including senior mortgage loans, mezzanine
loans and mortgage-backed securities in North America and Europe. As of June 30, 2026, real estate credit AUM totals $43 billion. Real estate equity seeks
core, core+ and opportunistic real estate investment opportunities by geography: North America, Europe and Asia Pacific. As of June 30, 2026, real estate
equity AUM totals $41 billion. This includes $12 billion from the management of two publicly listed Japanese REITs through our subsidiary, KJRM.
(3) The K-Series suite of vehicles are offered through various distribution channels to investors in the U.S. and other jurisdictions around the world. We have
K-Series vehicles that operate or invest in private equity companies, infrastructure assets, credit investments, and real estate. As of June 30, 2026, total K-
Series AUM was $42 billion, which has grown significantly over the past three years.
As an asset management firm, we earn recurring management fees and fee-related performance revenues for providing
investment management services and expertise to our institutional and individual investors who entrust us with their capital.
The amount of fees we charge for managing these assets depends on the underlying investment strategy, liquidity profile, and
ultimately our ability to generate attractive investment returns for our clients.
We earn transaction fees for providing capital markets services as a broker-dealer, and we also earn transaction and
monitoring fees as part of the management of our portfolio companies.
Carried interest that we receive from our investment vehicles entitles us to a specified percentage of investment gains
that are generated on third-party capital that is invested. We earn investment income by investing our own capital alongside
investors in our funds and other investment vehicles and from other assets we own on our balance sheet.
Operating expenses, which include occupancy expenses and other typical operating expenses, are shared across a single
expense pool given the collaborative nature of our five business lines within Asset Management.
Insurance
Our insurance business operates under the Global Atlantic brand. Global Atlantic is a leading retirement and life
insurance company, with an over 20-year track record of providing a broad suite of protection, legacy, and savings products to
customers and reinsurance solutions to clients across individual and institutional markets.
Global Atlantic primarily generates income by earning a spread between the investment income generated from
originated assets and the required cost of benefits payable to policyholders. Global Atlantic also earns fees paid by
policyholders on certain types of insurance contracts and fees paid by third-party investors, which are reported in our asset
management segment. As of June 30, 2026, Global Atlantic serves over 3.5 million policyholders.
The following table represents Global Atlantic’s new business volumes by business and product for the three and six
months ended June 30, 2026 and 2025.
| ($ in millions) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2026 | 2025 | 2026 |
| --- | --- | --- | --- | --- |
| Individual Channel (1): | | | | |
| Retirement Products | $3,160 | $2,293 | $6,652 | $3,884 |
| Preneed Life | 284 | 318 | 541 | 619 |
| Institutional Channel(2)(3) | $3,819 | $1,224 | $7,483 | $3,117 |
(1) New business volumes in individual markets are referred to as sales. In Global Atlantic's individual market channel, sales of annuities include all money
paid into new and existing contracts. Individual market channel sales for preneed life are based on the face amount of insurance and do not include the
recurring premiums that policyholders may pay over time.
(2) Block reinsurance transactions may be episodic and volumes may fluctuate. Similarly, funding agreements issued in the FABN program are subject to
capital markets conditions and volumes may fluctuate. Flow and pension risk transfer new business volumes typically occur throughout the year. See “—
Risks Related to Our Business—Parts of our earnings and cash flow are highly variable due to the nature of our business” in our Annual Report.
(3) New business volumes from Global Atlantic’s institutional market channel are based on the assets assumed, net of any ceding commission, and are gross
of any retrocessions to investment vehicles that participate in qualifying reinsurance transactions sourced by Global Atlantic and to other third party
reinsurers.
Strategic Holdings
Our Strategic Holdings segment, which we started reporting in the first quarter of 2024, acquires and manages interests
in operating companies that are owned by the firm. Today, those companies primarily consist of our participation in our core
private equity strategy. We have acquired, and in the future we expect to continue to acquire, other long-term assets outside
of, and in addition to, our participation in our core private equity strategy. Strategic Holdings is not limited to acquiring
companies in specific industries. We intend to hold the companies in our Strategic Holdings segment over a longer period of
time, and we believe most of these companies generally have a lower risk profile than would be typical for an investment
through our traditional private equity strategy. We currently expect our Strategic Holdings segment primarily to generate
income from the receipt of dividends from our ownership stakes in these businesses and, upon the sale of any ownership
stake, realized investment income from such sale. As of June 30, 2026, our Strategic Holdings segment consisted of our
ownership stakes in 19 companies.
The fees and carried interest paid by the third party investors in our core private equity funds continue to be reported in
our Asset Management segment and are not reported in our Strategic Holdings segment. Our Asset Management segment
charges a quarterly management fee in our Strategic Holdings segment. Additionally, our Asset Management segment charges
a performance fee from the sale of our interests in the companies included in our Strategic Holdings segment. The
management and performance fees are charged in order to represent the cost of providing advisory services by our Asset
Management segment rather than determining the allocable costs borne by our Asset Management segment to support our
Strategic Holdings segment.
Based on information made available to management as of June 30, 2026, the following represents KKR’s pro-rata portion
of LTM Adjusted EBITDA(1) of operating companies in Strategic Holdings as of March 31, 2026:
By Geography By Industry
Based on information made available to management as of June 30, 2026, the following represents KKR’s pro-rata portion
of LTM Adjusted Revenue(1) and LTM Adjusted EBITDA(1) of operating companies in Strategic Holdings as of March 31, 2026:
| Adjusted Revenue(1) | Adjusted EBITDA(1) |
| --- | --- |
| $4.5 billion | $1.1 billion |
(1) Represents the measure(s) management currently uses to monitor the operating performance of the businesses that are carried on a fair value basis with
dividends recognized in Strategic Holdings Operating Earnings.
Business Environment
Our asset management, insurance, and strategic holdings segments are affected by the various market and economic
conditions of the various countries and regions in which we operate. Market and economic conditions are expected to
continue to have a substantial impact on our financial condition, results of operations, and our business in various ways that
we are unable to control, including our ability to make new investments, the valuations of the investments we manage, the
amount of investment proceeds we realize when we exit our investments, the timing for such realization activity, our ability to
fundraise or to sell our various investment and insurance products and services, and the level of our capital markets activities,
as discussed in the “Risk Factors” section of our Annual Report.
The United States, during the three months ended June 30, 2026, continued to experience economic growth, despite
facing certain headwinds, including with inflation remaining above the U.S. Federal Reserve Board’s 2.0% target rate and with
costs-of-living continuing to pressure many U.S. households. During the three months ended June 30, 2026, the U.S. Federal
Reserve Board left the federal funds rate unchanged.
Real gross domestic product (“GDP”) growth in the Eurozone during the three months ended June 30, 2026 remained
subdued. In Europe during the three months ended June 30, 2026, the European Central Bank raised the deposit rate to 2.25%
as Eurozone core inflation remained above the European Central Bank’s 2.0% inflation target.
In Asia, Japan’s economy continued to recover moderately in the second quarter of 2026, with industrial production and
private investment increasing, although exports contracted. During the three months ended June 30, 2026, the Bank of Japan
raised its policy rate to 1.0%. In China, the economy grew during the three months ended June 30, 2026, but continued to face
headwinds, including weak domestic demand and ongoing contraction in the property sector.
Several key economic indicators in the United States and in other countries and regions in which we operate include:
- GDP. In the United States, real GDP expanded at an annualized rate of 1.5% for the three months ended June 30,
2026, compared to an annualized expansion of 2.1% for the three months ended March 31, 2026. Eurozone real GDP
expanded at an annualized rate of 1.6% for the three months ended June 30, 2026, compared to an annualized
growth of 0.0% for the three months ended March 31, 2026. In Japan, real GDP is expected to have expanded by
0.2% for the three months ended June 30, 2026, down from a 1.8% annualized expansion for the three months
ended March 31, 2026. Real GDP in China expanded at a 3.6% annualized rate for the three months ended June 30,
2026, down from annualized growth of 5.2% reported for the three months ended March 31, 2026.
- Interest Rates. The target federal funds rate set by the U.S. Federal Reserve Board was 3.625% as of June 30, 2026,
unchanged from 3.625% as of March 31, 2026. The benchmark short-term interest rate set by the European Central
Bank was 2.25% as of June 30, 2026, up from 2.0% as of March 31, 2026. The benchmark short-term interest rate set
by the Bank of Japan was 1.00% as of June 30, 2026, up from 0.75% as of March 31, 2026. The benchmark interest
rate set by The People’s Bank of China was 3.0% as of June 30, 2026, unchanged from 3.0% as of March 31, 2026.
- Inflation. The U.S. core consumer price index rose 2.6% on a year-over-year basis as of June 30, 2026, the same
change as the 2.6% increase on a year-over-year basis as of March 31, 2026. Eurozone core inflation was estimated
to have increased 2.4% on a year-over-year basis as of June 30, 2026, up slightly from 2.3% on a year-over-year basis
as of March 31, 2026. In Japan, core inflation rose 1.1% on a year-over-year basis as of June 30, 2026, down from
1.4% on a year-over-year basis as of March 31, 2026. Core inflation in China was 1.0% on a year-over-year basis as of
June 30, 2026, down slightly from 1.1% as of March 31, 2026.
- Unemployment. The U.S. unemployment rate was 4.2% as of June 30, 2026, down slightly from 4.3% as of March 31,
2026. Eurozone unemployment was 6.2% as of June 30, 2026, down from 6.3% as of March 31, 2026. The
unemployment rate in Japan was 2.5% as of June 30, 2026, down from 2.7% as of March 31, 2026. The
unemployment rate in China was 5.0% as of June 30, 2026, down from 5.3% as of March 31, 2026.
Several key financial market indicators in the United States and in other countries and regions in which we operate
include:
- Equity Markets. For the three months ended June 30, 2026, the S&P 500 was up 15.2%, the MSCI Europe Index was
up 11.3%, the MSCI Asia Pacific Index was up 21.5% and the MSCI World Index was up 13.9% in U.S. dollar terms, on
a total return basis including dividends. Equity market volatility as evidenced by the Chicago Board Options Exchange
Market Volatility Index (VIX), a measure of volatility, ended at 16.5 as of June 30, 2026, decreasing from 25.3 as of
March 31, 2026.
- Credit Markets. During the three months ended June 30, 2026, U.S. investment grade corporate bond spreads (BofA
Merrill Lynch US Corporate Index) tightened by 14 basis points. The non-investment grade credit indices were up
during the three months ended June 30, 2026, with the S&P/LSTA Leveraged Loan Index up 1.9% and the BofAML HY
Master II Index up 2.5%. During the three months ended June 30, 2026, the 10-year government bond yields rose 15
basis points in the United States, fell 14 basis points in Germany, rose 33 basis points in Japan, fell 16 basis points in
the UK, and fell 9 basis points in China.
- Commodity Markets. During the three months ended June 30, 2026, the 3-year forward price of WTI crude oil
decreased approximately 2.1%, and the 3-year forward price of natural gas increased from approximately $3.06 per
MMBtu as of March 31, 2026 to $3.38 per MMBtu as of June 30, 2026. The Japan spot LNG import price increased to
approximately $17.63 per MMBtu as of June 30, 2026, from approximately $11.19 per MMBtu as of March 31, 2026.
- Foreign Exchange Rates. For the three months ended June 30, 2026, the euro fell 1.1%, the British pound rose 0.3%,
the Japanese yen fell 2.4%, and the Chinese renminbi rose 1.6%, respectively, relative to the U.S. dollar.
The United States and countries around the world have experienced elevated levels of market volatility and uncertainty
driven by, among other things, geopolitical and global trade concerns, including the imposition of tariffs and threats of tariffs
by the United States on certain of its trading partners since April 2025 and impacts from the recent conflicts in the Middle
East. 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 investment vehicles' investments, the
pace and volume of our capital market transactions, deployments, and realizations, and our fundraising activities.
Other Trends, Uncertainties and Risks Related to Our Business
Please refer to the “Risk Factors” section of our Annual Report for important additional detail regarding risks,
uncertainties, and other conditions that could have a material favorable or unfavorable impact on our businesses, including
the impact of market and economic conditions on valuations of investments and the impact of competition we face. These
risks, uncertainties, and other conditions should be read in conjunction with this Business Environment section and the entire
Risk Factor section of our Annual Report. In particular, see “Risk Factors—Risks Related to Our Business—Global, regional and
local events outside of our control, including geopolitical events and natural disasters, could materially and adversely impact
KKR”, “Risk Factors—Risks Related to Our Business—We operate in a highly competitive industry,” “Risk Factors—Risks
Related to Our Investment Activities—Various conditions and events outside of our control that are difficult to quantify or
predict may have a significant impact on the valuation of our investments”, and “Risk Factors—Risks Related to Our Insurance
Activities—We operate in a highly competitive industry.”
Basis of Accounting and Key Financial Measures under GAAP
We manage our business using certain financial measures and key operating metrics since we believe these metrics
measure the productivity of our operating activities. We prepare our consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America (“GAAP”). See Note 2 “Summary of Significant
Accounting Policies” in our financial statements and “—Critical Accounting Policies and Estimates” contained in this section
below. Our key Segment and non-GAAP financial measures and operating metrics are discussed below.
Key Segment and Non-GAAP Performance Measures
The following key segment and non-GAAP performance measures are used by management in making operational and
resource deployment decisions as well as assessing the performance of KKR's business. They include certain financial
measures that are calculated and presented using methodologies other than in accordance with GAAP. These performance
measures as described below are presented prior to giving effect to the allocation of income (loss) between KKR & Co. Inc.
and holders of exchangeable securities and as such represent the entire KKR business in total. In addition, these performance
measures are presented without giving effect to the consolidation of certain investment funds and collateralized financing
entities (“CFEs”) that KKR manages.
We believe that providing these segment and non-GAAP performance measures on a supplemental basis to our GAAP
results is helpful to stockholders in assessing the overall performance of KKR's business. These non-GAAP measures should
not be considered as a substitute for financial measures calculated in accordance with GAAP. Reconciliations of these non-
GAAP measures to the most directly comparable financial measures calculated and presented in accordance with GAAP,
where applicable, are included under “—Segment Balance Sheet Measures—Reconciliations to GAAP Measures.”
Adjusted Net Income
Adjusted Net Income (“ANI”) is a performance measure of KKR’s earnings, which is derived from KKR’s reported segment
results. ANI is used to assess the performance of KKR’s business operations and measures the earnings potentially available
for distribution to its equity holders or reinvestment into its business. ANI is equal to Total Segment Earnings less Interest
Expense, Net and Other and Income Taxes on Adjusted Earnings. Interest Expense, Net and Other includes (i) interest expense
on debt obligations not attributable to any particular segment and (ii) cumulative dividend expense on the Series D
Mandatory Convertible Preferred Stock, net of interest income earned on cash and short-term investments. Income Taxes on
Adjusted Earnings represents the amount of income taxes that would be paid assuming that all adjusted earnings were
allocated to KKR & Co. Inc. and taxed at the same effective rate, which assumes that all securities exchangeable into shares of
common stock of KKR & Co. Inc. were exchanged. The economic assumptions and methodologies that impact Income taxes on
Adjusted Earnings are similar to those used in calculating the current income tax provision under U.S. GAAP. Equity based
compensation expense is excluded from ANI, because (i) KKR believes that the cost of equity grants to employees does not
contribute to the earnings potentially available for distributions to its equity holders or reinvestment into its business and (ii)
excluding this expense makes KKR’s reporting metric more comparable to the corresponding metric presented by other
publicly traded companies in KKR’s industry, which KKR believes enhances an investor’s ability to compare KKR’s performance
to these other companies. Income Taxes on Adjusted Earnings includes the benefit of tax deductions arising from equity-
based compensation, which reduces Income Taxes on Adjusted Earnings during the period. If tax deductions from equity-
based compensation were to be excluded from Income Taxes on Adjusted Earnings, KKR’s ANI would be lower and KKR’s
effective tax rate would appear to be higher, even though a lower amount of income taxes would have actually been paid or
payable during the period. KKR separately discloses the amount of tax deduction from equity-based compensation for the
period reported and the effect of its inclusion in ANI for the period. KKR makes these adjustments when calculating ANI in
order to more accurately reflect the net realized earnings that are expected to be or become available for distribution to
KKR’s equity holders or reinvestment into KKR’s business. However, ANI does not represent and is not used to calculate actual
dividends under KKR’s dividend policy, which is a fixed amount per period, and ANI should not be viewed as a measure of
KKR’s liquidity.
Total Segment Earnings
Total Segment Earnings is a performance measure that KKR believes is useful to stockholders as it provides a
supplemental measure of our operating performance without taking into account items that KKR does not believe arise from
or relate directly to KKR's operations. Total Segment Earnings excludes: (i) equity-based compensation charges, (ii)
amortization of acquired intangibles, and (iii) transaction-related and non-operating items, if any. Transaction-related and
non-operating items primarily arise from corporate actions, which consist of: (i) impairments, (ii) transaction costs from
acquisitions, including any acquisition-related stock consideration, (iii) depreciation on real estate that KKR owns and
occupies, (iv) contingent liabilities, net of any recoveries, (v) certain integration, restructuring, and other non-operating
expenses, and (vi) other gains or charges that affect period-to-period comparability and are not reflective of KKR's ongoing
operational performance. Inter-segment transactions are not eliminated from segment results when management considers
those transactions in assessing the results of the respective segments. These transactions include (i) management fees earned
by our Asset Management segment as the investment adviser for Global Atlantic insurance companies, (ii) management and
performance fees earned by our Asset Management segment for acquiring and managing the companies included in our
Strategic Holdings segment, and (iii) interest income and expense based on lending arrangements where our Asset
Management segment borrows from our Insurance segment. All these inter-segment transactions are recorded by each
segment based on the applicable governing agreements. Additionally, due to the integrated nature of our segment operations
and as part of our strategic capital allocation decisions, inter-segment asset transfers have and may continue to occur. In
these cases in segment reporting, the assets are transferred at their fair value, and no realization is recognized at the time of
transfer. Earnings are recognized upon realization events and transactions with third parties. Total Segment Earnings
represents the total segment earnings of KKR’s Asset Management, Insurance and Strategic Holdings segments.
Asset Management Segment Earnings
Asset management segment earnings is the segment profitability measure used to make operating decisions and to
assess the performance of the Asset Management segment. This measure is presented before income taxes and is comprised
of: (i) Fee Related Earnings, (ii) Realized Performance Income, (iii) Realized Performance Income Compensation, (iv) Realized
Investment Income, and (v) Realized Investment Income Compensation. Asset Management Segment Earnings excludes the
impact of: (i) unrealized gains (losses) on investments, (ii) unrealized carried interest, and (iii) unrealized carried interest
compensation. Management fees earned by KKR as the adviser, manager or sponsor for its investment funds, vehicles and
accounts, including its Global Atlantic insurance companies and Strategic Holdings segment, are included in Asset
Management Segment Earnings.
Insurance Operating Earnings
Insurance Operating Earnings is the segment profitability measure used to make operating decisions and to assess the
performance of the Insurance segment. This measure is presented before income taxes and is comprised of: (i) Net
Investment Income, (ii) Net Cost of Insurance, and (iii) General, Administrative, and Other Expenses. Insurance Operating
Earnings excludes the impact of: (i) investment gains (losses) which include realized gains (losses) related to asset/liability
matching investment strategies and unrealized investment gains (losses) and (ii) non-operating changes in policy liabilities and
derivatives which includes (a) changes in the fair value of market risk benefits and other policy liabilities measured at fair
value and related benefit payments, (b) fees attributed to guaranteed benefits, (c) derivatives used to manage the risks
associated with policy liabilities, and (d) losses at contract issuance on payout annuities. Insurance Operating Earnings
includes (i) realized gains and losses not related to asset/liability matching investment strategies and (ii) the investment
management costs that are earned by our Asset Management segment as the investment adviser of the Global Atlantic
insurance companies.
Strategic Holdings Segment Earnings
Strategic Holdings Segment Earnings is the segment profitability measure used to make operating decisions and to assess
the performance of the Strategic Holdings segment. This measure is presented before income taxes and is comprised of:
Dividends, Net and Net Realized Investment Income. Strategic Holdings Segment Earnings excludes the impact of unrealized
gains (losses) on investments. Strategic Holdings Segment Earnings includes management fees and performance fee expenses
that are earned by the Asset Management segment.
Fee Related Earnings
Fee related earnings is a performance measure used to assess the Asset Management segment’s generation of earnings
from revenues that are measured and received on a more recurring basis as compared to KKR’s investing earnings. KKR
believes this measure is useful to stockholders as it provides additional insight into the profitability of our fee generating asset
management and capital markets businesses. FRE equals (i) Management Fees, including fees paid by the Insurance and
Strategic Holdings segments to the Asset Management segment and fees paid by Ivy vehicles and other reinsurance vehicles,
(ii) Transaction and Monitoring Fees, Net and (iii) Fee Related Performance Revenues, less (x) Fee Related Compensation, and
(y) Other Operating Expenses.
Fee Related Performance Revenues refers to the realized portion of performance fees from certain AUM that has an
indefinite term and for which there is no immediate requirement to return invested capital to investors upon the realization
of investments. Fee related performance revenues consists of performance fees (i) expected to be received from our
investment funds, vehicles and accounts on a recurring basis, and (ii) that are not dependent on a realization event involving
investments held by the investment fund, vehicle or account.
Fee Related Compensation refers to the compensation expense, excluding equity-based compensation, paid from (i)
Management Fees, (ii) Transaction and Monitoring Fees, Net, and (iii) Fee Related Performance Revenues.
Other Operating Expenses represents the sum of (i) occupancy and related charges and (ii) other operating expenses.
Strategic Holdings Operating Earnings
Strategic Holdings Operating Earnings is a performance measure used to assess the firm’s earnings from companies and
businesses reported through its Strategic Holdings segment. Strategic Holdings Operating Earnings currently consists of
earnings derived from dividends that the firm receives from businesses acquired through the firm’s participation in our core
private equity strategy. Strategic Holdings Operating Earnings currently equals dividends less management fees that are
earned by our Asset Management segment. This measure is used by management to assess the Strategic Holdings segment’s
generation of earnings from revenues that are measured and received on a more recurring basis than, and are not dependent
on, realizations from investment activities.
Total Operating Earnings
Total Operating Earnings is a performance measure that represents the sum of (i) FRE, (ii) Insurance Operating Earnings,
and (iii) Strategic Holdings Operating Earnings. KKR believes this measure is useful to stockholders as it provides additional
insight into the profitability of the most recurring forms of earnings from each of KKR’s segments as compared to investing
earnings.
Total Investing Earnings
Total Investing Earnings is a performance measure that represents the sum of (i) Net Realized Performance Income and
(ii) Net Realized Investment Income. KKR believes this measure is useful to stockholders as it provides additional insight into
the earnings of KKR’s segments from the realization of investments.
Total Asset Management Segment Revenues
Total Asset Management Segment Revenues is a performance measure that represents the realized revenues of the Asset
Management segment (which excludes unrealized carried interest and unrealized gains (losses) on investments) and is the
sum of (i) Management Fees, (ii) Transaction and Monitoring Fees, Net, (iii) Fee Related Performance Revenues, (iv) Realized
Performance Income, and (v) Realized Investment Income. Asset Management Segment Revenues excludes Realized
Investment Income earned based on the performance of businesses presented in the Strategic Holdings segment. KKR
believes that this performance measure is useful to stockholders as it provides additional insight into all forms of realized
revenues generated by our Asset Management segment.
Key Operating and Capital Metrics
Assets Under Management
Assets under management represent the assets managed (including core private equity), advised or sponsored by KKR
from which KKR is entitled to receive management fees or performance income (currently or upon a future event), general
partner capital, and assets managed, advised or sponsored by our strategic BDC partnership and the hedge fund and other
managers in which KKR holds an ownership interest. We believe this measure is useful to stockholders as it provides
additional insight into the capital raising activities of KKR and its hedge fund and other managers and the overall activity in
their investment funds and other managed or sponsored capital. KKR calculates the amount of AUM as of any date as the sum
of: (i) the fair value of the investments of KKR's investment funds and certain co-investment vehicles; (ii) uncalled capital
commitments from these funds, including uncalled capital commitments from which KKR is currently not earning
management fees or performance income; (iii) the asset value of the Global Atlantic insurance companies; (iv) the par value of
outstanding CLOs; (v) KKR's pro rata portion of the AUM of hedge fund and other managers in which KKR holds an ownership
interest; (vi) all of the AUM of KKR's strategic BDC partnership; (vii) the acquisition cost of invested assets of certain non-US
real estate investment trusts and (viii) the value of other assets managed or sponsored by KKR. The pro rata portion of the
AUM of hedge fund and other managers is calculated based on KKR’s percentage ownership interest in such entities
multiplied by such entity’s respective AUM. KKR's definition of AUM (i) is not based on any definition of AUM that may be set
forth in the governing documents of the investment funds, vehicles, accounts or other entities whose capital is included in this
definition, (ii) includes assets for which KKR does not act as an investment adviser, and (iii) is not calculated pursuant to any
regulatory definitions.
Capital Invested
Capital invested is the aggregate amount of capital invested by (i) KKR’s investment funds (including core private equity)
and Global Atlantic insurance companies, (ii) KKR's Principal Activities business line as a co-investment, if any, alongside KKR’s
investment funds, and (iii) KKR's Principal Activities business line in connection with a syndication transaction conducted by
KKR's Capital Markets business line, if any. Capital invested is used as a measure of investment activity at KKR during a given
period. We believe this measure is useful to stockholders as it provides a measure of capital deployment across KKR’s business
lines. Capital invested includes investments made using investment financing arrangements like credit facilities, as applicable.
Capital invested excludes (i) investments in certain leveraged credit strategies, (ii) capital invested by KKR’s Principal Activities
business line that is not a co-investment alongside KKR’s investment funds, and (iii) capital invested by KKR’s Principal
Activities business line that is not invested in connection with a syndication transaction by KKR’s Capital Markets business line.
Capital syndicated by KKR's Capital Markets business line to third parties other than KKR’s investment funds or Principal
Activities business line is not included in capital invested.
Fee Paying AUM
Fee paying AUM represents only the AUM from which KKR is entitled to receive management fees. We believe this
measure is useful to stockholders as it provides additional insight into the capital base upon which KKR earns management
fees. FPAUM is the sum of all of the individual fee bases that are used to calculate management fees and differs from AUM in
the following respects: (i) assets and commitments from which KKR is not entitled to receive a management fee are excluded
(e.g., assets and commitments with respect to which it is entitled to receive only performance income or is otherwise not
currently entitled to receive a management fee) and (ii) certain assets, primarily in its private equity funds, are reflected based
on capital commitments and invested capital as opposed to fair value because fees are not impacted by changes in the fair
value of underlying investments.
Uncalled Commitments
Uncalled commitments is the aggregate amount of unfunded capital commitments that KKR’s investment funds and
carry-paying co-investment vehicles (including core private equity) have received from fund investors to contribute capital to
fund future investments, and the amount of uncalled commitments is not reduced by capital invested using borrowings under
an investment fund’s subscription facility until capital is called from our fund investors. We believe this measure is useful to
stockholders as it provides additional insight into the amount of capital that is available to KKR’s investment funds and carry
paying co-investment vehicles to make future investments. Uncalled commitments are not reduced for investments
completed using fund-level investment financing arrangements or investments we have committed to make but remain
unfunded at the reporting date.
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 June
30, 2026 and 2025. You should read this discussion in conjunction with the financial statements and related notes included
elsewhere in this report. For a more detailed discussion of the factors that affected our segment results in these periods, see
“—Analysis of Segment Operating Results.” See “Risk Factors” in our Annual Report and “—Business Environment” for more
information about risks, uncertainties, and other market and economic conditions that may impact our business, financial
performance, operating results and valuations.
Effective beginning in the first quarter of 2026, KKR has modified the presentation of certain operating expenses in its
consolidated statements of operations. Amounts previously presented separately as “Insurance Expenses” and “General,
Administrative and Other” are now presented in a single line item, “Policy and Other Operating Expense”. Prior-period
amounts have been reclassified to conform to the current-period presentation. This change in presentation had no impact on
previously reported consolidated total expenses, income before taxes, and net income attributable to KKR.
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Revenues | | | |
| Asset Management and Strategic Holdings | | | |
| Fees and Other | $1,180,442 | $924,434 | $256,008 |
| Capital Allocation-Based Income (Loss) | 1,022,381 | 910,732 | 111,649 |
| | 2,202,823 | 1,835,166 | 367,657 |
| Insurance | | | |
| Net Premiums | 697,036 | 730,242 | (33,206) |
| Policy Fees | 339,769 | 334,974 | 4,795 |
| Net Investment Income | 2,039,122 | 1,863,346 | 175,776 |
| Net Investment-Related Gains (Losses) | 378,590 | 239,151 | 139,439 |
| Other Income | 68,551 | 85,964 | (17,413) |
| | 3,523,068 | 3,253,677 | 269,391 |
| Total Revenues | 5,725,891 | 5,088,843 | 637,048 |
| Expenses | | | |
| Asset Management and Strategic Holdings | | | |
| Compensation and Benefits | 1,189,556 | 1,077,597 | 111,959 |
| Occupancy and Related Charges | 39,464 | 34,640 | 4,824 |
| General, Administrative and Other | 450,242 | 323,997 | 126,245 |
| | 1,679,262 | 1,436,234 | 243,028 |
| Insurance | | | |
| Net Policy Benefits and Claims (including market risk benefit (gain) loss of $21,522 and $(10,867), respectively; remeasurement (gain) loss on policy liabilities: $— and $—, respectively.) | 3,308,522 | 2,791,705 | 516,817 |
| Amortization of Policy Acquisition Costs | 90,324 | 80,800 | 9,524 |
| Interest Expense | 74,633 | 70,830 | 3,803 |
| Policy and Other Operating Expense | 253,518 | 366,875 | (113,357) |
| | 3,726,997 | 3,310,210 | 416,787 |
| Total Expenses | 5,406,259 | 4,746,444 | 659,815 |
| Investment Income (Loss) - Asset Management and Strategic Holdings | | | |
| Net Gains (Losses) from Investment Activities | 797,254 | 747,734 | 49,520 |
| Dividend Income | 227,056 | 336,143 | (109,087) |
| Interest Income | 732,793 | 809,883 | (77,090) |
| Interest Expense | (702,751) | (707,391) | 4,640 |
| Total Investment Income (Loss) | 1,054,352 | 1,186,369 | (132,017) |
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Income (Loss) Before Taxes | 1,373,984 | 1,528,768 | (154,784) |
| Income Tax Expense (Benefit) | 246,105 | 174,304 | 71,801 |
| Net Income (Loss) | 1,127,879 | 1,354,464 | (226,585) |
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | 54,252 | 68,175 | (13,923) |
| Net Income (Loss) Attributable to Noncontrolling Interests | 373,145 | 776,166 | (403,021) |
| Net Income (Loss) Attributable to KKR & Co. Inc. | 700,482 | 510,123 | 190,359 |
| Series D Mandatory Convertible Preferred Stock Dividends | 40,429 | 37,736 | 2,693 |
| Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders | $660,053 | $472,387 | $187,666 |
Consolidated Results of Operations (GAAP Basis - Unaudited) - Asset Management and
Strategic Holdings
Revenues
For the three months ended June 30, 2026 and 2025, revenues consisted of the following:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Management Fees | $829,522 | $592,816 | $236,706 |
| Fee Credits | (180,234) | (134,720) | (45,514) |
| Transaction Fees | 370,679 | 345,209 | 25,470 |
| Monitoring Fees | 64,439 | 53,090 | 11,349 |
| Incentive Fees | 14,394 | 13,790 | 604 |
| Expense Reimbursements | 52,047 | 29,494 | 22,553 |
| Consulting Fees | 29,595 | 24,755 | 4,840 |
| Total Fees and Other | 1,180,442 | 924,434 | 256,008 |
| Carried Interest | 937,962 | 800,521 | 137,441 |
| General Partner Capital Interest | 84,419 | 110,211 | (25,792) |
| Total Capital Allocation-Based Income (Loss) | 1,022,381 | 910,732 | 111,649 |
| Total Revenues | $2,202,823 | $1,835,166 | $367,657 |
Fees and Other
Total Fees and Other for the three months ended June 30, 2026, increased compared to the three months ended June 30,
2025, primarily as a result of an increase in management fees and to a lesser extent, an increase in transaction fees.
For a more detailed discussion of the factors that affected our transaction fees during the period, see “—Analysis of Asset
Management Segment Operating Results.”
The increase in management fees was primarily attributable to (i) management fees earned on new capital raised over
the past twelve months from our private equity and infrastructure K-Series vehicles, (ii) a higher level of management fees
earned from Global Infrastructure Investors V, primarily due to management fees earned on new capital raised in the current
quarter that was retroactive to the start of the fund’s investment period as well as new capital raised over the past twelve
months, and (iii) management fees contributed by Arctos following the acquisition during the quarter. The increase was
partially offset by (i) a decrease in management fees earned from Americas Fund XII as a result of a step-down in the
management fee rate in the third quarter of 2025, and (ii) a decrease in management fees earned from Next Generation
Technology Growth Fund III as a result of entering its post-investment period in the first quarter of 2026 and now paying fees
based on invested capital rather than committed capital and at a lower fee rate.
Management fees due from consolidated investment funds and other investment vehicles are eliminated upon
consolidation under GAAP. However, because these amounts are funded by, and earned from, noncontrolling interests, upon
consolidation under GAAP, KKR's allocated share of the net income from the consolidated investment funds and other
investment vehicles is increased by the amount of fees that are eliminated. Accordingly, net income (loss) attributable to KKR
would be unchanged if such investment funds and other investment vehicles were not consolidated. For a more detailed
discussion on the factors that affect our management fees during the period, see “—Analysis of Asset Management Segment
Operating Results.”
Fee credits increased compared to the prior period as a result of (i) a higher level of transaction fees in our Private Equity
and Real Assets business lines and (ii) a higher level of monitoring fees in our Private Equity business line. Fee credits owed to
consolidated investment funds and other investment vehicles are eliminated upon consolidation under GAAP. However,
because these amounts are owed to noncontrolling interests, upon consolidation under GAAP, KKR's allocated share of the
net income from the consolidated investment funds and other investment vehicles is decreased by the amount of fee credits
that are eliminated. Accordingly, net income (loss) attributable to KKR would be unchanged if such investment funds and
other investment vehicles were not consolidated. Transaction and monitoring fees earned from KKR portfolio companies are
not eliminated upon consolidation because those fees are earned from companies which are not consolidated. Furthermore,
transaction fees earned in our capital markets business are not shared with fund investors. Accordingly, certain transaction
fees are reflected in our revenues without a corresponding fee credit.
Capital Allocation-Based Income (Loss)
Capital Allocation-Based Income (Loss) for the three months ended June 30, 2026, was positive primarily due to the net
appreciation of the underlying investments in many of our unconsolidated carry-earning investment vehicles, most notably
North America Fund XIII, Americas Fund XII, and our private equity and infrastructure K-Series vehicles. Capital Allocation-
Based Income (Loss) for the three months ended June 30, 2025, was positive primarily due to the net appreciation of the
underlying investments in many of our unconsolidated carry-earning investment funds, most notably Asian Fund IV, Americas
Fund XII, and Asian Fund III.
KKR calculates the carried interest that would be due to KKR for each investment fund, pursuant to the fund agreements,
as if the fair value of the underlying investments were realized as of the reporting date, irrespective of whether such amounts
have been realized. Since the fair value of the underlying investments varies between reporting periods, it is necessary to
make adjustments to the amounts recorded as carried interest to reflect either (i) positive performance, resulting in an
increase in the carried interest allocated to the general partner or (ii) negative performance that would cause the amount due
to KKR to be less than the amount previously recognized, resulting in a negative adjustment to carried interest allocated to
the general partner. In each case, it is necessary to calculate the carried interest on cumulative results compared to the
carried interest recorded to date and to make the required positive or negative adjustments.
Investment Income (Loss)
Net Gains (Losses) from Investment Activities for the three months ended June 30, 2026
The net gains from investment activities for the three months ended June 30, 2026 were $797.3 million. See Note 4 “Net
Gains (Losses) from Investment Activities – Asset Management and Strategic Holdings” in our financial statements for detail of
realized and unrealized gains and losses from Investment Activities by asset class.
Investment gains and losses relating to our general partner capital interest in our unconsolidated funds are not reflected
in our discussion and analysis of Net Gains (Losses) from Investment Activities. Our economics associated with these
investment gains and losses are reflected in Capital Allocation-Based Income (Loss) as described above.
For the three months ended June 30, 2026, net gains from investment activities were driven primarily by mark-to-market
gains relating to (i) USI, Inc. (financial services sector) and 1-800 Contacts (healthcare sector) held through our consolidated
core private equity vehicles and our investment in OHB SE (healthcare sector) held in our consolidated European Fund VI
(USD) fund and (ii) mark-to-market gains on certain investments held in consolidated CLOs. These mark-to-market gains were
partially offset by (i) mark-to-market losses primarily relating to our investment in PetVet Care Centers, LLC (healthcare
sector) and Exact Holdings B.V. (technology sector) held through our consolidated core private equity vehicles, and (ii) mark-
to-market losses from certain foreign currency forward contracts.
Net investment gains (losses) for each asset class are influenced by the valuation methodology applied to each asset, as
well as factors specific to each investment. For the three months ended June 30, 2026, net investment gains (losses) were
primarily generated in the following asset classes:
- Private Equity (including core private equity), which primarily benefited from the overall operating performance of
certain portfolio companies and market multiples changes across various sectors. Changes in market multiples varied
across regions and sectors used in the market comparables methodology for the valuation of Level III investments;
and
- Real Assets, which primarily benefited from the overall positive operating performance of certain infrastructure and
energy assets. Changes in market multiples varied across regions and sectors used in the market comparables
methodology for the valuation of Level III investments.
See “Risk Factors” and “—Business Environment” in our Annual Report for more information about the factors that may
impact our business, financial performance, operating results, and valuation.
Net Gains (Losses) from Investment Activities for the three months ended June 30, 2025
The net gains from investment activities for the three months ended June 30, 2025 were $747.7 million. See Note 4 ”Net
Gains (Losses) from Investment Activities – Asset Management and Strategic Holdings” in our financial statements for detail of
realized and unrealized gains and losses from Investment Activities by asset class.
Investment gains and losses relating to our general partner capital interest in our unconsolidated funds are not reflected
in our discussion and analysis of Net Gains (Losses) from Investment Activities. Our economics associated with these
investment gains and losses are reflected in Capital Allocation-Based Income (Loss) as described above.
For the three months ended June 30, 2025, net gains from investment activities were driven primarily by (i) mark-to-
market gains primarily relating to our investment in Exact Holdings B.V. (technology sector), 1-800 Contacts Inc. (healthcare
sector), and Arnott's Biscuit Limited (consumer products sector) held through our consolidated core private equity vehicles.
These mark-to-market gains were partially offset by (i) mark-to-market losses primarily relating to unrealized losses on certain
foreign exchange forward contracts, (ii) mark-to-market losses relating to PetVet Care Centers, LLC (health care sector) and
Crescent Energy Company (NYSE: CRGY) (“Crescent”).
The factors that affect each investment strategy vary depending on the nature of the asset class and the valuation
methodology employed. For the three months ended June 30, 2025, net investment gains (losses) were primarily generated in
the following asset classes:
- Private Equity (including core private equity), which were primarily impacted by overall positive operating
performance of certain portfolio companies. Changes in market multiples varied across regions / sectors used in the
market comparables methodology for the valuation of Level III investments; and
- Infrastructure, which primarily benefited from the overall positive operating performance of certain infrastructure
assets, partially offset by slightly higher cost of capital assumptions. Changes in market multiples varied across
regions and sectors used in the market comparables methodology for the valuation of Level III investments.
See “Risk Factors” and “—Business Environment” in our Annual Report for more information about the factors that may
impact our business, financial performance, operating results, and valuation.
Dividend Income
During the three months ended June 30, 2026, dividend income was primarily from (i) our investment in USI, Inc. held
through our consolidated core private equity vehicles and (ii) various investments in certain of our consolidated opportunistic
real estate equity funds. During the three months ended June 30, 2025, dividend income was primarily from (i) our
investment in April SA (financial services sector) held through our consolidated core private equity vehicles and (ii) certain of
our consolidated opportunistic real estate equity funds.
Significant dividends from portfolio companies and consolidated funds are generally not recurring quarterly dividends,
and while they may occur in the future, their size and frequency are variable. For a discussion of other factors that affected
KKR's dividend income, see “—Analysis of Asset Management Segment Operating Results.”
Interest Income
The decrease in interest income during the three months ended June 30, 2026, compared to the three months ended
June 30, 2025, was primarily due to the impact of lower market interest rates, such as the Secured Overnight Financing Rate
(“SOFR”), during the current period on floating rate credit investments held in consolidated CLOs and at certain of our
consolidated private credit funds. The decrease was partially offset by the impact of closing CLOs that are consolidated
subsequent to June 30, 2025. For a discussion of other factors that affected KKR's interest income, see “—Analysis of Asset
Management Segment Operating Results.”
Interest Expense
The decrease in interest expense during the three months ended June 30, 2026, compared to the three months ended
June 30, 2025, was primarily due to the impact of lower market interest rates, such as SOFR, during the current period on
floating rate debt obligations held in consolidated CLOs and at certain consolidated funds and other investment vehicles. The
decrease was partially offset by (i) the impact of closing CLOs that were consolidated subsequent to June 30, 2025, and (ii) an
increase in the amount of borrowings outstanding. For a discussion of other factors that affected KKR's interest expense, see
“—Key Segment and Non-GAAP Performance Measures.”
Expenses
Compensation and Benefits Expense
The increase in compensation and benefits during the three months ended June 30, 2026, compared to the three months
ended June 30, 2025, was primarily due to (i) a higher level of equity-based compensation related to new equity grants in the
current period, (ii) a higher level of discretionary cash compensation, and (iii) a higher level of accrued carried interest
compensation driven by a higher level of carried interest income earned in the current period.
Occupancy and Related Charges
The increase in occupancy and related charges during the three months ended June 30, 2026, compared to the three
months ended June 30, 2025, was primarily due to new office leases commencing subsequent to June 30, 2025.
General, Administrative and Other
The increase in general, administrative and other expenses during the three months ended June 30, 2026, compared to
the three months ended June 30, 2025, was primarily due to (i) acquisition-related costs, (ii) a higher level of expenses
reimbursable from our investment funds, and (iii) a higher level of information technology, and corporate general and
administrative costs.
Consolidated Results of Operations (GAAP Basis - Unaudited) - Insurance
Revenues
For the three months ended June 30, 2026 and 2025, revenues consisted of the following:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Net Premiums | $697,036 | $730,242 | $(33,206) |
| Policy Fees | 339,769 | 334,974 | 4,795 |
| Net Investment Income | 2,039,122 | 1,863,346 | 175,776 |
| Net Investment-Related Gains (Losses) | 378,590 | 239,151 | 139,439 |
| Other Income | 68,551 | 85,964 | (17,413) |
| Total Insurance Revenues | $3,523,068 | $3,253,677 | $269,391 |
Net Premiums
Net premiums decreased for the three months ended June 30, 2026, as compared to the three months ended June 30,
2025, primarily due to a decrease in new premiums earned on direct pension risk transfer with life contingencies or morbidity
risk during the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. Offsetting these
decreases in part were increases from preneed insurance products with life contingencies or morbidity risk. Initial premiums
from new business are generally offset by a comparable change in policy reserves reported within net policy benefits and
claims (as discussed below under “Expenses—Net policy benefits and claims”).
Net Investment Income
Net investment income increased for the three months ended June 30, 2026, as compared to the three months ended
June 30, 2025, primarily due to (i) increased average assets under management due to growth in assets in the institutional
and individual market channels as a result of the cumulative impact of new business volumes in the current and preceding
quarters, and (ii) higher average portfolio yields.
Net Investment-Related Gains (Losses)
The components of net investment-related gains (losses) were as follows:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Equity Index Options | $973,878 | $634,175 | $339,703 |
| Interest Rate Contracts | (93,088) | (68,803) | (24,285) |
| Equity Futures Contracts | (74,138) | (34,810) | (39,328) |
| Foreign Exchange and Other Derivative Contracts | 68,807 | (245,422) | 314,229 |
| Funds Withheld Payable Embedded Derivatives | (162,706) | 224,401 | (387,107) |
| Funds Withheld Receivable Embedded Derivatives | 27,734 | 16,251 | 11,483 |
| Net Gains (Losses) on Derivative Instruments | 740,487 | 525,792 | 214,695 |
| Net Other Investment Gains (Losses) | (361,897) | (286,641) | (75,256) |
| Net Investment-Related Gains (Losses) | $378,590 | $239,151 | $139,439 |
Net Gains (Losses) on Derivative Instruments
The decrease in the fair value of embedded derivatives on funds withheld at interest payable for the three months ended
June 30, 2026 was primarily driven by the changes in the fair value of the underlying investments in the funds withheld at
interest payable portfolio, which is primarily comprised of fixed maturity securities (designated as trading for accounting
purposes), mortgage and other loan receivables, and real asset investments. The underlying investments in the funds
withheld at interest payable portfolio increased in value during the three months ended June 30, 2026, and decreased during
the three months ended June 30, 2025, resulting in a loss and a gain on the related embedded derivative, respectively. The
changes in fair value of the underlying portfolios in the respective periods are primarily due to market interest and credit
spread changes, and portfolio rotation activity.
The increase in the fair value of equity index options was primarily driven by the performance of the underlying indices.
Global Atlantic purchases equity index options to hedge the market risk of embedded derivatives in indexed universal life and
fixed-indexed annuity products (the change in which is accounted for in net policy benefits and claims). The majority of Global
Atlantic's equity index options are based on the S&P 500 Index, which increased during both the three months ended June 30,
2026, and 2025, and an increase in the notional amount of equity market contracts outstanding.
The increase in the fair value of interest rate contracts was primarily driven by changes in market interest rates during the
respective three months ended June 30, 2026 and 2025.
The increase in the fair value of foreign exchange and other derivative contracts was primarily driven by an increase due
to appreciation of the U.S. dollar against the euro and British pound during the three months ended June 30, 2026 and as
compared to depreciation during the three months ended June 30, 2025.
Net Other Investment Gains (Losses)
The components of net other investment gains (losses) were as follows:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Realized Gains (Losses) on Investments Not Supporting Asset-Liability Matching Strategies | $— | $24,785 | $(24,785) |
| Realized Gains (Losses) on Available-for-Sale Fixed Maturity Securities | (168,682) | (409,617) | 240,935 |
| (Addition To) Release of Credit Loss Allowances | (54,337) | (16,492) | (37,845) |
| Impairment of Available-for-Sale Fixed Maturity Securities Due to Intent to Sell | (53,372) | — | (53,372) |
| Unrealized Gains (Losses) on Fixed Maturity Securities Classified as Trading | 102,736 | (39,098) | 141,834 |
| Unrealized Gains (Losses) on Other Investments Accounted Under a Fair-Value Option and Equity Investments | (70,461) | (40,360) | (30,101) |
| Unrealized Gains (Losses) on Real Assets | 6,163 | (6,070) | 12,233 |
| Realized Gains (Losses) on Real Assets | 5,074 | 6,894 | (1,820) |
| Realized Gains (Losses) on Funds Withheld at Interest Payable Portfolio | 6,831 | 39,822 | (32,991) |
| Realized Gains (Losses) on Funds Withheld at Interest Receivable Portfolio | (1,797) | (13,217) | 11,420 |
| Foreign Exchange Gains (Losses) on Non-USD Denominated Investments | (38,912) | 189,684 | (228,596) |
| Other | (95,140) | (22,972) | (72,168) |
| Net Other Investment-Related Gains (Losses) | $(361,897) | $(286,641) | $(75,256) |
The increase in net other investment-related losses for the three months ended June 30, 2026, as compared to the three
months ended June 30, 2025, was primarily due to (i) an increase in foreign exchange losses on non-U.S. dollar denominated
investments primarily due to greater foreign exchange volatility from the appreciation of the U.S. dollar against the euro and
British pound during the three months ended June 30, 2026, (largely offset by the change in foreign exchange derivative
contracts noted above under “Net Gains (Losses) on Derivative Instruments”), (ii) an impairment to a fixed-maturity security
sold shortly after quarter end, (iii) an increase in credit loss allowances on mortgage and other loan receivables and available-
for-sale fixed maturity securities during the three months ended June 30, 2026, and (iv) an increase in unrealized losses on
investments accounted under a fair value option and certain investments in real assets, primarily due to unfavorable changes
in the related market segment multiples.
Offsetting these increases in net other investment-related losses was (i) a decrease in unrealized losses on fixed maturity
securities classified as trading (primarily due to a narrowing of corporate bond spreads during the period), and (ii) a decrease
in net realized losses on available-for-sale fixed maturity securities due to a decrease in portfolio repositioning trades during
the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.
Expenses
Net Policy Benefits and Claims
Net policy benefits and claims increased for the three months ended June 30, 2026, as compared to the three months
ended June 30, 2025, primarily due to the change in the value of embedded derivatives in Global Atlantic’s fixed indexed
annuity products as a result of an increase in equity market gains for the three months ended June 30, 2026, as compared to
the three months ended June 30, 2025 (as discussed above under “—Consolidated Results of Operations (GAAP Basis)—
Revenues—Net investment-related gains (losses)”). Global Atlantic purchases equity index options in order to hedge this risk,
the fair value changes of which are accounted for in gains (losses) on derivative instruments, and generally offset the change
in embedded derivative fair value reported in net policy benefits and claims), higher average funding costs due to higher
crediting rates and the ordinary-course run-off of older business originated in a low interest rate environment, and new
reserves established related to new preneed insurance with life or morbidity risks originated in the period.
Amortization of Policy Acquisition Costs
Amortization of policy acquisition costs increased for the three months ended June 30, 2026, as compared to the three
months ended June 30, 2025, primarily due to an increase in deferred acquisition costs amortization for the three months
ended June 30, 2026 associated with the cumulative impact of new business volumes generated from preneed insurance.
Interest Expense
Interest expense increased for the three months ended June 30, 2026, as compared to the three months ended June 30,
2025, primarily due to (i) a higher weighted average interest rate on subordinated debt outstanding and (ii) higher levels of
outstanding debt of consolidated special purpose vehicles.
Policy and Other Operating Expense
General, administrative and other decreased for the three months ended June 30, 2026, as compared to the three
months ended June 30, 2025, primarily due to a decrease in commission expense due to a decrease in assumed reinsurance
commission expenses, as compared to the three months ended June 30, 2025.
Other Consolidated Results of Operations (GAAP Basis - Unaudited)
Income Tax Expense (Benefit)
Income tax expense increased for the three months ended June 30, 2026, as compared to the three months ended June
30, 2025, primarily driven by a higher level of income before tax attributable to KKR common stockholders. For a discussion of
factors that impacted KKR's tax provision, see Note 18 “Income Taxes” in our financial statements included elsewhere in this
report.
Net Income (Loss) Attributable to Redeemable Noncontrolling Interests
Net income (loss) attributable to redeemable noncontrolling interests relates primarily to net income (loss) attributable
to third-party limited partner interests in consolidated investment funds and other investment vehicles when the
noncontrolling interests have redemption features that are not solely within the control of KKR. Net income (loss) attributable
to redeemable noncontrolling interests decreased for the three months ended June 30, 2026, as compared to the three
months ended June 30, 2025, primarily due to a lower level of net gains from investment activities at these consolidated
investment funds and other investment vehicles in the current period.
Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to noncontrolling interests relates primarily to net income (loss) attributable to (i) non-
redeemable third-party limited partner interests in consolidated investment funds and other investment vehicles and (ii)
exchangeable securities representing ownership interests in KKR Group Partnership until they are exchanged for common
stock of KKR & Co. Inc. Net income (loss) attributable to noncontrolling interests decreased for the three months ended June
30, 2026, as compared to the three months ended June 30, 2025, primarily due to a lower level of net gains from investment
activities at these consolidated investment funds and other investment vehicles in the current period.
Net Income (Loss) Attributable to KKR & Co. Inc.
Net income (loss) attributable to KKR & Co. Inc. increased for the three months ended June 30, 2026, as compared to the
three months ended June 30, 2025, primarily due to (i) a higher level of capital allocation-based income from our asset
management business and (ii) a higher level of asset management fee related income in the current period, which were
partially offset by (i) a lower level of investment-related net gains attributable to KKR common stockholders from our asset
management and strategic holdings operations and (ii) higher investments-related losses in our insurance business on held-
for-sale investments and increased credit loss allowances.
Analysis of Condensed Consolidated Results of Operations (GAAP Basis - Unaudited)
The following is a discussion of our condensed consolidated results of operations on a GAAP basis for the six months
ended June 30, 2026 and 2025. You should read this discussion in conjunction with the financial statements and related notes
included elsewhere in this report. For a more detailed discussion of the factors that affected our segment results in these
periods, see “—Analysis of Segment Operating Results.” See “Risk Factors” in our Annual Report and “—Business
Environment” in this report for more information about risks, uncertainties, and other market and economic conditions that
may impact our business, financial performance, operating results, and valuations.
Effective beginning in the first quarter of 2026, KKR has modified the presentation of certain operating expenses in its
consolidated statements of operations. Amounts previously presented separately as “Insurance Expenses” and “General,
Administrative and Other” are now presented in a single line item, “Policy and Other Operating Expense”. Prior-period
amounts have been reclassified to conform to the current-period presentation. This change in presentation had no impact on
previously reported consolidated total expenses, income before taxes, and net income attributable to KKR.
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Revenues | | | |
| Asset Management and Strategic Holdings | | | |
| Fees and Other | $2,367,284 | $1,811,244 | $556,040 |
| Capital Allocation-Based Income (Loss) | 1,864,234 | 2,069,837 | (205,603) |
| | 4,231,518 | 3,881,081 | 350,437 |
| Insurance | | | |
| Net Premiums | 1,259,006 | 1,053,606 | 205,400 |
| Policy Fees | 665,463 | 673,447 | (7,984) |
| Net Investment Income | 4,028,186 | 3,646,626 | 381,560 |
| Net Investment-Related Gains (Losses) | (274,107) | (1,197,186) | 923,079 |
| Other Income | 133,808 | 141,452 | (7,644) |
| | 5,812,356 | 4,317,945 | 1,494,411 |
| Total Revenues | 10,043,874 | 8,199,026 | 1,844,848 |
| Expenses | | | |
| Asset Management and Strategic Holdings | | | |
| Compensation and Benefits | 2,241,237 | 2,410,700 | (169,463) |
| Occupancy and Related Charges | 77,301 | 69,105 | 8,196 |
| General, Administrative and Other | 831,971 | 624,329 | 207,642 |
| | 3,150,509 | 3,104,134 | 46,375 |
| Insurance | | | |
| Net Policy Benefits and Claims (including market risk benefit (gain) loss of $107,860 and $210,527, respectively; remeasurement (gain) loss on policy liabilities: $— and $42,252, respectively.) | 5,188,550 | 4,499,999 | 688,551 |
| Amortization of Policy Acquisition Costs | 233,245 | 178,771 | 54,474 |
| Interest Expense | 148,514 | 140,401 | 8,113 |
| Policy and Other Operating Expense | 555,576 | 654,094 | (98,518) |
| | 6,125,885 | 5,473,265 | 652,620 |
| Total Expenses | 9,276,394 | 8,577,399 | 698,995 |
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Investment Income (Loss) - Asset Management and Strategic Holdings | | | |
| Net Gains (Losses) from Investment Activities | 480,875 | 1,834,325 | (1,353,450) |
| Dividend Income | 495,073 | 610,033 | (114,960) |
| Interest Income | 1,474,384 | 1,595,740 | (121,356) |
| Interest Expense | (1,380,938) | (1,361,890) | (19,048) |
| Total Investment Income (Loss) | 1,069,394 | 2,678,208 | (1,608,814) |
| Income (Loss) Before Taxes | 1,836,874 | 2,299,835 | (462,961) |
| Income Tax Expense (Benefit) | 431,490 | 260,873 | 170,617 |
| Net Income (Loss) | 1,405,384 | 2,038,962 | (633,578) |
| Net Income (Loss) Attributable to Redeemable Noncontrolling Interests | 53,269 | 76,669 | (23,400) |
| Net Income (Loss) Attributable to Noncontrolling Interests | 246,404 | 1,638,094 | (1,391,690) |
| Net Income (Loss) Attributable to KKR & Co. Inc. | 1,105,711 | 324,199 | 781,512 |
| Series D Mandatory Convertible Preferred Stock Dividends | 80,859 | 37,736 | 43,123 |
| Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders | $1,024,852 | $286,463 | $738,389 |
Condensed Consolidated Results of Operations (GAAP Basis - Unaudited) - Asset
Management and Strategic Holdings
Revenues
For the six months ended June 30, 2026 and 2025, revenues consisted of the following:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Management Fees | $1,589,351 | $1,124,515 | $464,836 |
| Fee Credits | (320,933) | (270,982) | (49,951) |
| Transaction Fees | 748,762 | 733,538 | 15,224 |
| Monitoring Fees | 124,261 | 101,761 | 22,500 |
| Incentive Fees | 61,792 | 15,118 | 46,674 |
| Expense Reimbursements | 107,615 | 61,702 | 45,913 |
| Consulting Fees | 56,436 | 45,592 | 10,844 |
| Total Fees and Other | 2,367,284 | 1,811,244 | 556,040 |
| Carried Interest | 1,753,993 | 1,868,783 | (114,790) |
| General Partner Capital Interest | 110,241 | 201,054 | (90,813) |
| Total Capital Allocation-Based Income (Loss) | 1,864,234 | 2,069,837 | (205,603) |
| Total Revenues | $4,231,518 | $3,881,081 | $350,437 |
Fees and Other
Total Fees and Other for the six months ended June 30, 2026, increased compared to the six months ended June 30,
2025, primarily as a result of an increase in management fees and to a lesser extent incentive fees, which were partially offset
by an increase in fee credits.
For a more detailed discussion of the factors that affected our transaction fees during the period, see “—Analysis of Asset
Management Segment Operating Results.”
The increase in management fees was primarily attributable to (i) management fees commencing at North America Fund
XIV in the second quarter of 2025, (ii) management fees contributed by Arctos following the acquisition in the second quarter
of 2026, (iii) management fees earned on new capital raised over the past twelve months by our private equity and
infrastructure K-Series vehicles, and (iv) a higher level of management fees earned from Global Infrastructure Investors V,
primarily due to management fees earned on new capital raised in the current year that was retroactive to the start of the
fund’s investment period as well as new capital raised over the past twelve months. The increase was partially offset by (i) a
decrease in management fees earned from Americas Fund XII due to a step-down in the management fee rate in the third
quarter of 2025 and (ii) a decrease in management fees earned from North America Fund XIII as a result of entering its post-
investment period in the second quarter of 2025 and now paying fees based on invested capital rather than committed capital
and at a lower fee rate.
Management fees due from consolidated investment funds and other investment vehicles are eliminated upon
consolidation under GAAP. However, because these amounts are funded by, and earned from, noncontrolling interests, upon
consolidation under GAAP, KKR's allocated share of the net income from the consolidated investment funds and other
investment vehicles is increased by the amount of fees that are eliminated. Accordingly, net income (loss) attributable to KKR
would be unchanged if such investment funds and other investment vehicles were not consolidated. For a more detailed
discussion on the factors that affect our management fees during the period, see “—Analysis of Asset Management Segment
Operating Results.”
Fee credits increased compared to the prior period as a result of (i) a higher level of transaction fees in our Private Equity
business line and (ii) a higher level of monitoring fees in our Private Equity and Real Assets business lines. Fee credits owed to
consolidated investment funds and other investment vehicles are eliminated upon consolidation under GAAP. However,
because these amounts are owed to noncontrolling interests, upon consolidation under GAAP, KKR's allocated share of the
net income from the consolidated investment funds and other investment vehicles is decreased by the amount of fee credits
that are eliminated. Accordingly, net income (loss) attributable to KKR would be unchanged if such investment funds and
other investment vehicles were not consolidated. Transaction and monitoring fees earned from KKR portfolio companies are
not eliminated upon consolidation because those fees are earned from companies which are not consolidated. Furthermore,
transaction fees earned in our capital markets business are not shared with fund investors. Accordingly, certain transaction
fees are reflected in our revenues without a corresponding fee credit.
Capital Allocation-Based Income (Loss)
Capital Allocation-Based Income (Loss) for the six months ended June 30, 2026, was positive primarily due to the net
appreciation of the underlying investments in many of our unconsolidated carry-earning investment vehicles, most notably
Global Impact Fund II, our private equity and infrastructure K-Series vehicles, and Americas Fund XII. Capital Allocation-Based
Income (Loss) for the six months ended June 30, 2025, was positive primarily due to the net appreciation of the underlying
investments in many of our unconsolidated carry-earning investment vehicles, most notably Asian Fund IV, North America
Fund XIII, and Global Infrastructure Fund IV.
KKR calculates the carried interest that would be due to KKR for each investment fund, pursuant to the fund agreements,
as if the fair value of the underlying investments were realized as of the reporting date, irrespective of whether such amounts
have been realized. Since the fair value of the underlying investments varies between reporting periods, it is necessary to
make adjustments to the amounts recorded as carried interest to reflect either (i) positive performance, resulting in an
increase in the carried interest allocated to the general partner or (ii) negative performance that would cause the amount due
to KKR to be less than the amount previously recognized, resulting in a negative adjustment to carried interest allocated to
the general partner. In each case, it is necessary to calculate the carried interest on cumulative results compared to the
carried interest recorded to date and to make the required positive or negative adjustments.
Net Gains (Losses) from Investment Activities
Net Gains (Losses) from Investment Activities for the six months ended June 30, 2026
The net gains from investment activities for the six months ended June 30, 2026 were $480.9 million. See Note 4 “Net
Gains (Losses) from Investment Activities – Asset Management and Strategic Holdings” in our financial statements for detail of
net gains and losses from Investment Activities by asset class.
Investment gains and losses relating to our general partner capital interest in our unconsolidated funds are not reflected
in our discussion and analysis of Net Gains (Losses) from Investment Activities. Our economics associated with these
investment gains and losses are reflected in Capital Allocation-Based Income (Loss) as described above.
For the six months ended June 30, 2026, net gains from investment activities were driven primarily by (i) mark-to-market
gains on our investments in OHB SE held in our consolidated European Fund VI (USD) fund and USI, Inc. and 1-800 Contacts,
held through our consolidated core private equity vehicles and (ii) mark-to-market gains on certain foreign exchange forward
contracts. These mark-to-market gains were partially offset by (i) mark-to-market losses on our investment in PetVet Care
Centers, LLC and Barracuda Networks, Inc. (technology sector), (ii) mark-to-market losses on certain investments held in
consolidated CLOs, and (iii) mark-to-market losses at certain consolidated alternative credit funds.
Net investment gains (losses) for each asset class are influenced by the valuation methodology applied to each asset, as
well as factors specific to each investment. For the six months ended June 30, 2026, net investment gains (losses) were
primarily generated in the following asset classes:
- Private Equity (including core private equity), which primarily benefited from the overall positive operating
performance of certain portfolio companies and market multiples changes across various sectors. Changes in market
multiples varied across regions and sectors used in the market comparables methodology for the valuation of Level III
investments; and
- Real Assets, which primarily benefited from the overall positive operating performance of certain infrastructure and
energy assets. Changes in market multiples varied across regions and sectors used in the market comparables
methodology for the valuation of Level III investments.
See “Risk Factors” in our Annual Report and “—Business Environment” for more information about the factors that may
impact our business, financial performance, operating results, and valuation.
Net Gains (Losses) from Investment Activities for the six months ended June 30, 2025
The net gains from investment activities for the six months ended June 30, 2025 were $1.8 billion. See Note 4 “Net Gains
(Losses) from Investment Activities – Asset Management and Strategic Holdings” in our financial statements for detail of
realized and unrealized gains and losses from Investment Activities by asset class.
Investment gains and losses relating to our general partner capital interest in our unconsolidated funds are not reflected
in our discussion and analysis of Net Gains (Losses) from Investment Activities. Our economics associated with these
investment gains and losses are reflected in Capital Allocation-Based Income (Loss) as described above.
For the six months ended June 30, 2025, net gains from investment activities were driven primarily by mark-to-market
gains primarily relating to our investments in USI, Inc., Exact Holdings B.V. and 1-800 Contacts held through our consolidated
core private equity vehicles. These mark-to-market gains were partially offset by (i) mark-to-market losses primarily relating
to our investment in PetVet Care Centers, LLC and Crescent, (ii) unrealized losses on certain foreign exchange forward
contracts, and (iii) mark-to-market losses on certain investments held in consolidated CLOs.
The factors that affect each investment strategy vary depending on the nature of the asset class and the valuation
methodology employed. For the six months ended June 30, 2025, net investment gains (losses) were primarily generated in
the following asset classes:
- Private Equity (including core private equity), which were primarily impacted by overall positive operating
performance of certain portfolio companies. Changes in market multiples varied across regions / sectors used in the
market comparables methodology for the valuation of Level III investments; and
- Infrastructure, which primarily benefited from the overall positive operating performance of certain infrastructure
assets, partially offset by slightly higher cost of capital assumptions. Changes in market multiples varied across
regions / sectors used in the market comparables methodology for the valuation of Level III investments.
Dividend Income
During the six months ended June 30, 2026, dividend income was primarily from (i) our investments in USI, Inc. (financial
services sector) and Viridor Limited (infrastructure: energy and energy transition sector) both held through our consolidated
core private equity vehicles and (ii) various investments in certain of our consolidated opportunistic real estate equity funds.
During the six months ended June 30, 2025, dividend income was primarily from (i) our investments in April SA and in Atlantic
Aviation FBO Inc. (infrastructure: transportation sector) both held through our consolidated core private equity vehicles and
(ii) various investments in certain of our consolidated opportunistic real estate equity funds.
Significant dividends from portfolio companies and consolidated funds are generally not recurring quarterly dividends,
and while they may occur in the future, their size and frequency are variable. For a discussion of other factors that affected
KKR's dividend income, see “—Analysis of Asset Management Segment Operating Results.”
Interest Income
The decrease in interest income during the six months ended June 30, 2026, compared to the six months ended June 30,
2025, was primarily due to (i) the impact of lower market interest rates, such as SOFR, during the current period on floating
rate credit investments held in consolidated CLOs and certain of our consolidated alternative credit funds and (ii) investment
monetizations at certain consolidated alternative credit funds subsequent to June 30, 2025. The decrease was partially offset
by the impact of closing CLOs that are consolidated subsequent to June 30, 2025. For a discussion of other factors that
affected KKR's interest income, see “—Analysis of Asset Management Segment Operating Results.”
Interest Expense
The increase in interest expense during the six months ended June 30, 2026, compared to the six months ended June 30,
2025, was primarily due to (i) the impact of closing CLOs that were consolidated subsequent to June 30, 2025, and (ii) an
increase in the amount of borrowings outstanding. The increase was largely offset by a decrease due to the impact of lower
market interest rates, such as SOFR, during the current period on floating rate debt obligations held in consolidated CLOs and
at certain consolidated funds and other investment vehicles. For a discussion of other factors that affected KKR's interest
expense, see “—Key Segment and Non-GAAP Performance Measures.”
Expenses
Compensation and Benefits
The decrease in compensation and benefits during the six months ended June 30, 2026, compared to the six months
ended June 30, 2025, was primarily due to a lower level of accrued carried interest compensation driven by a lower level of
carried interest income earned in the current period, partially offset by a higher level of equity-based compensation related to
new equity grants in the current period.
Occupancy and Related Charges
The increase in occupancy and related charges during the six months ended June 30, 2026, compared to the six months
ended June 30, 2025, was primarily due to new office leases commencing subsequent to June 30, 2025.
General, Administrative and Other
The increase in general, administrative and other expenses during the six months ended June 30, 2026, compared to the
six months ended June 30, 2025, was primarily due to (i) a higher level of expenses reimbursable from our investment funds,
(ii) acquisition-related costs, and (iii) a higher level of information technology and corporate general and administrative costs.
Condensed Consolidated Results of Operations (GAAP Basis - Unaudited) - Insurance
Revenues
For the six months ended June 30, 2026 and 2025, revenues consisted of the following:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Net Premiums | $1,259,006 | $1,053,606 | $205,400 |
| Policy Fees | 665,463 | 673,447 | (7,984) |
| Net Investment Income | 4,028,186 | 3,646,626 | 381,560 |
| Net Investment-Related Gains (Losses) | (274,107) | (1,197,186) | 923,079 |
| | | | |
| --- | --- | --- | --- |
| Other Income | 133,808 | 141,452 | (7,644) |
| Total Insurance Revenues | $5,812,356 | $4,317,945 | $1,494,411 |
Net Premiums
Net premiums increased for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025,
primarily due to an increase in new premiums earned on assumed flow payout annuities and direct pension risk transfer in
the institutional market channel, and preneed insurance products in the individual market channel (all with either life
contingencies or morbidity risk.) Initial premiums from new business are generally offset by a comparable change in policy
reserves reported within net policy benefits and claims (as discussed below under “Expenses—Net policy benefits and
claims”).
Net Investment Income
Net investment income increased for the six months ended June 30, 2026, as compared to the six months ended June 30,
2025, primarily due to (i) increased average assets under management due to growth in assets in the institutional and
individual market channels as a result of the cumulative impact of new business volumes in the preceding twelve months, and
(ii) an increase in average portfolio yields due to portfolio rotation into higher yielding fixed maturity debt securities, and
investment in alternative asset classes, such as real assets.
Net Investment-Related Gains (Losses)
The components of net investment-related gains (losses) were as follows:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Equity Index Options | $641,859 | $294,374 | $347,485 |
| Interest Rate Contracts | (157,935) | 106,186 | (264,121) |
| Equity Futures Contracts | (53,029) | (6,116) | (46,913) |
| Foreign Exchange and Other Derivative Contracts | 149,629 | (321,255) | 470,884 |
| Funds Withheld Payable Embedded Derivatives | 116,611 | (199,162) | 315,773 |
| Funds Withheld Receivable Embedded Derivatives | 8,904 | (7,815) | 16,719 |
| Net Gains (Losses) on Derivative Instruments | 706,039 | (133,788) | 839,827 |
| Net Other Investment Gains (Losses) | (980,146) | (1,063,398) | 83,252 |
| Net Investment-Related Gains (Losses) | $(274,107) | $(1,197,186) | $923,079 |
Net Gains (Losses) on Derivative Instruments
The increase in the fair value of embedded derivatives on funds withheld at interest payable for the six months ended
June 30, 2026 was primarily driven by the changes in the fair value of the underlying investments in the funds withheld at
interest payable portfolio, which is primarily comprised of fixed maturity securities (designated as trading for accounting
purposes), mortgage and other loan receivables, and real asset investments. The underlying investments in the funds
withheld at interest payable portfolio decreased in value during the six months ended June 30, 2026 and increased during the
six months ended June 30, 2025, resulting in a gain and a loss on the related embedded derivative, respectively. The changes
in fair value of the underlying portfolios are primarily due to market interest and credit spread changes – during the six
months ended June 30, 2026, market interest rates generally increased (for example, yields on 10 and 30-year U.S. Treasury
securities generally increased during the period, ending higher in absolute terms). In contrast, during the six months ended
June 30, 2025, market interest rates generally decreased (for example, yields on 10 and 30-year U.S. Treasury securities
generally declined during the period, ending lower in absolute terms). Credit spreads generally widened during both periods.
The decrease in the fair value of interest rate contracts was primarily driven by an increase in market interest rates during
the six months ended June 30, 2026, as compared to a decrease in market interest rates during the six months ended June 30,
2025, resulting in a loss on interest rate contracts for the six months ended June 30, 2026, as compared to a gain on interest
rate contracts for the six months ended June 30, 2025.
The increase in the fair value of foreign exchange and other derivative contracts was primarily driven by (i) an
appreciation of the U.S. dollar against the euro and British pound during the six months ended June 30, 2026, as compared to
a depreciation of the U.S. dollar against the euro and British pound during the six months ended June 30, 2025, and (ii) an
increase in the notional amount of foreign exchange derivative contracts outstanding.
The increase in the fair value of equity index options was primarily driven by the performance of the underlying indices.
Global Atlantic purchases equity index options to hedge the market risk of embedded derivatives in indexed universal life and
fixed-indexed annuity products (the change in which is accounted for in net policy benefits and claims). The majority of Global
Atlantic's equity index options are based on the S&P 500 Index, which increased during both the six months ended June 30,
2026 and 2025. In addition, the average notional amount of equity market contracts outstanding as of June 30, 2026,
increased as compared to June 30, 2025.
Net Other Investment Gains (Losses)
The components of net other investment gains (losses) were as follows:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Realized Gains (Losses) on Investments Not Supporting Asset-Liability Matching Strategies | $— | $34,305 | $(34,305) |
| Realized Gains (Losses) on Available-for-Sale Fixed Maturity Securities | (266,498) | (1,527,062) | 1,260,564 |
| (Addition To) Release of Credit Loss Allowances | (282,753) | (101,162) | (181,591) |
| Impairment of Available-for-Sale Fixed Maturity Securities Due to Intent to Sell | (53,372) | — | (53,372) |
| Unrealized Gains (Losses) on Fixed Maturity Securities Classified as Trading | (181,547) | 220,109 | (401,656) |
| Unrealized Gains (Losses) on Other Investments Accounted Under a Fair-Value Option and Equity Investments | (112,736) | 1,715 | (114,451) |
| Unrealized Gains (Losses) on Real Assets | (6,106) | 13,259 | (19,365) |
| Realized Gains (Losses) on Real Assets | 21,849 | 17,395 | 4,454 |
| Realized Gains (Losses) on Funds Withheld at Interest Payable Portfolio | 35,838 | 115,808 | (79,970) |
| Realized Gains (Losses) on Funds Withheld at Interest Receivable Portfolio | (3,572) | (63,484) | 59,912 |
| Foreign Exchange Gains (Losses) on Non-USD Denominated Investments | (89,220) | 265,777 | (354,997) |
| Other | (42,029) | (40,058) | (1,971) |
| Net Other Investment-Related Gains (Losses) | $(980,146) | $(1,063,398) | $83,252 |
The decrease in net other investment-related losses for the six months ended June 30, 2026, as compared to the six
months ended June 30, 2025, was primarily due to a decrease in realized losses on available-for-sale fixed maturity securities
due to a decrease in portfolio repositioning trades during the current period. Offsetting this decrease was (i) an increase in
unrealized losses on fixed maturity securities classified as trading due to an increase in market interest rates during the
period, (ii) an increase in foreign exchange losses on non-USD denominated investments due to the appreciation of the U.S.
dollar against the euro and British pound during six months ended June 30, 2026, and an increase in the notional amount of
non-USD denominated investments (largely offset by the change in foreign exchange derivative contracts noted above under
“Net Gains (Losses) on Derivative Instruments”), (iii) an increase in credit loss allowances on mortgage and other loan
receivables and available-for-sale fixed maturity securities during the six months ended June 30, 2026, (iv) an impairment to a
fixed-maturity security sold shortly after quarter end, and (v) an increase in unrealized losses on investments accounted under
a fair value option and real assets, primarily due to unfavorable changes in the related market segment multiples.
Expenses
Net Policy Benefits and Claims
Net policy benefits and claims increased for the six months ended June 30, 2026, as compared to the six months ended
June 30, 2025, primarily due to (i) the change in the value of embedded derivatives in Global Atlantic’s fixed indexed annuity
products (as discussed above under “—Consolidated Results of Operations (GAAP Basis)—Revenues—Net investment-related
gains (losses)”), Global Atlantic purchases equity index options in order to hedge this risk, the fair value changes of which are
accounted for in gains (losses) on derivative instruments, and generally offset the change in embedded derivative fair value
reported in net policy benefits and claims), (ii) an increase in new business flows from assumed flow payout annuities, direct
pension risk transfer, and preneed insurance products (all with either life contingencies or morbidity risk) in the six months
ended June 30, 2026, as compared to the six months ended June 30, 2025, (iii) a decrease in market risk benefits gains for the
six months ended June 30, 2026, as compared to the six months ended June 30, 2025, which was largely driven by an increase
in long-term market interest rates (such as yields on 10- and 30-year U.S. Treasury securities) and narrower credit spreads for
the six months ended June 30, 2026, as compared to a decrease in long-term market interest rates and wider credit spreads
during the six months ended June 30, 2025, and (iv) higher average funding costs due to higher crediting rates and the
ordinary-course run-off of older business originated in a low interest rate environment.
The above increases in net policy benefits and claims were offset in part by the non-recurrence of unfavorable impacts
related to the assumption review for the six months ended June 30, 2025. The assumptions on which reserves, deferred
revenue and expenses are based are intended to represent an estimate of the benefits that are expected to be payable to,
and fees or premiums that are expected to be collectible from, policyholders in future periods. Global Atlantic reviews the
adequacy of its reserves, deferred revenue and expenses, and the assumptions underlying those items at least annually,
usually in the third quarter, referred to as an “assumption review.” For the six months ended June 30, 2025, there was a net
unfavorable assumption review impact of $42.3 million on income before taxes, which was primarily due to a change in the
activation assumption related to certain benefit riders on fixed-indexed annuities.
Amortization of Policy Acquisition Costs
Amortization of policy acquisition costs increased for the six months ended June 30, 2026, as compared to the six months
ended June 30, 2025, primarily due to (i) an increase in amortization of cost-of-reinsurance assets, and (ii) an increase in
amortization of deferred acquisition costs primarily driven by acquisition costs deferred and amortized due to growth in
annuity and preneed insurance new business volumes.
Interest Expense
Interest expense increased for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025,
primarily due to (i) a higher weighted average interest rate on subordinated debt outstanding and (ii) higher levels of
outstanding debt of consolidated special purpose vehicles.
Policy and Other Operating Expense
Policy and other operating expense decreased for the six months ended June 30, 2026, as compared to the six months
ended June 30, 2025, primarily due to a decrease in commission expense due to a decrease in individual channel new business
volumes, primarily in fixed-rate annuities, as compared against the six months ended June 30, 2025. Offsetting these
decreases were (i) an increase in compensation expense, (ii) an increase in amortization of certain insurance distribution
intangibles, and (iii) an increase in administrative and professional fees.
Other Condensed Consolidated Results of Operations (GAAP Basis - Unaudited)
Income Tax Expense (Benefit)
Income tax expense increased for the six months ended June 30, 2026, as compared to the six months ended June 30,
2025, primarily driven by the higher level of income before taxes attributable to KKR common stockholders. For a discussion
of factors that impacted KKR's tax provision, see Note 18 “Income Taxes” in our financial statements included elsewhere in
this report.
Net Income (Loss) Attributable to Redeemable Noncontrolling Interests
Net income (loss) attributable to redeemable noncontrolling interests relates primarily to net income (loss) attributable
to third-party limited partner interests in consolidated investment funds and other investment vehicles when the
noncontrolling interests have redemption features that are not solely within the control of KKR. Net income (loss) attributable
to redeemable noncontrolling interests decreased for the six months ended June 30, 2026, as compared to the six months
ended June 30, 2025, primarily due to a lower level of net gains from investment activities at these consolidated investment
funds and other investment vehicles in the current period.
Net Income (Loss) Attributable to Noncontrolling Interests
Net income (loss) attributable to noncontrolling interests relates primarily to net income (loss) attributable to (i) non-
redeemable third-party limited partner interests in consolidated investment funds and other investment vehicles and (ii)
exchangeable securities representing ownership interests in KKR Group Partnership until they are exchanged for common
stock of KKR & Co. Inc. Net income (loss) attributable to noncontrolling interests decreased for the six months ended June 30,
2026, as compared to the six months ended June 30, 2025, primarily due to a lower level of net gains from investment
activities at these consolidated investment funds and other investment vehicles in the current period.
Net Income (Loss) Attributable to KKR & Co. Inc.
Net income (loss) attributable to KKR & Co. Inc. for the six months ended June 30, 2026 increased compared to the six
months ended June 30, 2025, primarily due to (i) a higher level of asset management fee related income, and (ii) a lower level
of insurance realized investment losses on available-for-sale fixed maturity securities in the current period, which were
partially offset by (i) a lower level of capital allocation-based income from our asset management business and (ii) a lower
level of investment-related net gains attributable to KKR common stockholders from our asset management and strategic
holdings operations.
Condensed Consolidated Statements of Financial Condition (GAAP Basis - Unaudited)
Please see our consolidated statements of financial condition on a GAAP basis as of June 30, 2026 and December 31,
2025 in our financial statements included in this report.
KKR & Co. Inc. Stockholders’ Equity - Common Stock increased from December 31, 2025 primarily due to net income
attributable to KKR & Co. Inc. common stockholders and the acquisition of Arctos in the current period, which were partially
offset by (i) unrealized losses on available-for-sale securities from Global Atlantic that are recorded in other comprehensive
income, (ii) common stock repurchases and (iii) dividends to common and preferred stockholders.
Condensed Consolidated Statements of Cash Flows (GAAP Basis - Unaudited)
The following is a discussion of our consolidated cash flows for the six months ended June 30, 2026 and 2025. You should
read this discussion in conjunction with the financial statements and related notes included elsewhere in this report.
The consolidated statements of cash flows include the cash flows of our consolidated entities, which include certain
consolidated investment funds, CLOs and certain variable interest entities formed by Global Atlantic notwithstanding the fact
that we may hold only a minority economic interest in those investment funds and CFEs. The assets of our consolidated
investment funds and CFEs, on a gross basis, can be substantially larger than the assets of our business and, accordingly, could
have a substantial effect on the cash flows reflected in our consolidated statements of cash flows. The primary cash flow
activities of our consolidated funds and CFEs involve: (i) capital contributions from fund investors; (ii) using the capital of fund
investors to make investments; (iii) financing certain investments with indebtedness; (iv) generating cash flows through the
realization of investments; and (v) distributing cash flows from the realization of investments to fund investors. Because our
consolidated investment funds are treated as investment companies for accounting purposes, certain of these cash flow
amounts are included in our cash flows from operations.
Net Cash Provided (Used) by Operating Activities
Our net cash provided (used) by operating activities was $5.0 billion and $3.0 billion during the six months ended June 30,
2026 and 2025, respectively. Our operating activities primarily included: (i) investments purchased (asset management and
strategic holdings), net of proceeds from investments (asset management and strategic holdings) of $1.1 billion and $(1.4)
billion during the six months ended June 30, 2026 and 2025, respectively, (ii) net realized gains (losses) on investments (asset
management and strategic holdings) of $752.1 million and $290.8 million during the six months ended June 30, 2026 and
2025, respectively, (iii) change in unrealized gains (losses) on investments (asset management and strategic holdings) of
$(271.2) million and $1.5 billion during the six months ended June 30, 2026 and 2025, respectively, (iv) capital allocation-
based income (loss) (asset management and strategic holdings) of $1.9 billion and $2.1 billion during the six months ended
June 30, 2026 and 2025, respectively, (v) net investment and policy liability-related gains (losses) (insurance) of $(1.0) billion
and $(2.3) billion during the six months ended June 30, 2026 and 2025, respectively, and (vi) interest credited to policyholder
account balances (net of policy fees) (insurance) of $2.9 billion and $2.4 billion during the six months ended June 30, 2026 and
2025, respectively. Investment funds are investment companies under GAAP and reflect their investments and other financial
instruments at fair value.
Net Cash Provided (Used) by Investing Activities
Our net cash provided (used) by investing activities was $3.0 billion and $(5.0) billion during the six months ended June
30, 2026 and 2025, respectively. Our investing activities primarily included: (i) investments purchased (insurance), net of
proceeds from investments (insurance), of $3.2 billion and $(5.0) billion during the six months ended June 30, 2026 and 2025,
respectively, (ii) acquisitions, net of cash acquired, of $(176.6) million during the six months ended June 30, 2026, and (iii) the
purchase of fixed assets of $(76.0) million and $(88.2) million during the six months ended June 30, 2026 and 2025,
respectively.
Net Cash Provided (Used) by Financing Activities
Our net cash provided (used) by financing activities was $(3.9) billion and $4.6 billion during the six months ended June
30, 2026 and 2025, respectively. Our financing activities primarily included: (i) contributions from, net of distributions to, our
noncontrolling and redeemable noncontrolling interests of $(0.8) billion and $313.7 million during the six months ended June
30, 2026 and 2025, respectively, (ii) proceeds received, net of repayment of debt obligations, of $1.3 billion and $53.4 million
during the six months ended June 30, 2026 and 2025, respectively, (iii) proceeds from the issuance of Series D Mandatory
Convertible Preferred Stock (net of issuance cost) of $2.5 billion during the six months ended June 30, 2025, (iv) additions to,
net of withdrawals from, contractholder deposit funds (insurance) of $(3.4) billion and $2.1 billion during the six months
ended June 30, 2026 and 2025, respectively, (v) common stock dividends of $(339.9) million and $(320.2) million during the
six months ended June 30, 2026 and 2025, respectively, and (vi) Series D Mandatory Convertible Preferred Stock Dividends of
$(80.9) million and $(37.7) million during the six months ended June 30, 2026 and 2025, respectively.
Analysis of Segment Operating Results
The following is a discussion of the results of our business on a segment basis for the three months ended June 30, 2026
and 2025. You should read this discussion in conjunction with the information included under “—Analysis of Non-GAAP
Performance Measures” and the financial statements and related notes included elsewhere in this report. See “Risk Factors”
in our Annual Report and “—Business Environment” in this report for more information about factors that may impact our
business, financial performance, operating results, and valuations.
Analysis of Asset Management Segment Operating Results
The following tables set forth information regarding KKR's asset management segment operating results for the three
months ended June 30, 2026 and 2025.
Effective beginning in the second quarter of 2026, performance revenues from K-Series Private Equity vehicles of
approximately $160 million were reported in fee related performance revenues in fee related earnings. For the three months
ended June 30, 2025, performance revenues from K-Series Private Equity vehicles of approximately $80 million were reported
in net realized performance income. This change in classification reflects how management currently manages the business
and aligns KKR's presentation with the prevailing classification disclosed by other publicly listed alternative asset managers,
which we believe should enhance comparability for investors. KKR has not recast prior-period amounts, as the impact of the
reclassification is not material to previously reported results. Additionally, the change in classification had no impact on total
segment revenues, total segment earnings, consolidated GAAP net income, or Adjusted Net Income.
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Management Fees | $1,249,964 | $995,763 | $254,201 |
| Transaction and Monitoring Fees, Net | 221,269 | 234,249 | (12,980) |
| Fee Related Performance Revenues | 254,699 | 53,737 | 200,962 |
| Fee Related Compensation | (302,038) | (224,656) | (77,382) |
| Other Operating Expenses | (209,746) | (172,339) | (37,407) |
| Fee Related Earnings | 1,214,148 | 886,754 | 327,394 |
| Realized Performance Income | 847,535 | 418,850 | 428,685 |
| Realized Performance Income Compensation | (635,651) | (309,536) | (326,115) |
| Realized Investment Income | 189,718 | 153,998 | 35,720 |
| Realized Investment Income Compensation | (28,458) | (23,100) | (5,358) |
| Asset Management Segment Earnings | $1,587,292 | $1,126,966 | $460,326 |
Management Fees
The following table presents management fees by business line:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Management Fees | | | |
| Private Equity | $491,260 | $372,094 | $119,166 |
| Real Assets | 417,803 | 310,394 | 107,409 |
| Credit and Liquid Strategies | 340,901 | 313,275 | 27,626 |
| Total Management Fees | $1,249,964 | $995,763 | $254,201 |
The increase in Private Equity management fees was primarily attributable to (i) management fees contributed by Arctos
following the acquisition during the quarter, (ii) a higher level of management fees from North America Fund XIV on new
capital raised subsequent to June 30, 2025, and (iii) management fees earned on new capital raised over the past twelve
months at our private equity K-Series vehicles, net of certain revenue sharing arrangements. The increase was partially offset
by a decrease in management fees earned from Americas Fund XII due to a step-down in the management fee rate in the
third quarter of 2025. During the three months ended June 30, 2026, approximately $41 million of management fees were
earned on new capital raised that were retroactive to the start of the relevant fund's investment period.
The increase in Real Assets management fees was primarily attributable to (i) a higher level of management fees earned
from Global Infrastructure Investors V, primarily due to management fees earned on new capital raised in the current quarter
that was retroactive to the start of the fund’s investment period as well as new capital raised over the past twelve months, (ii)
management fees earned on new capital raised over the past twelve months from our infrastructure K-Series vehicles, net of
certain revenue sharing arrangements, and (iii) management fees commencing at Asia Infrastructure III in the fourth quarter
of 2025. During the three months ended June 30, 2026, approximately $52 million of management fees were earned on new
capital raised that is retroactive to the start of the relevant fund's investment period.
The increase in Credit and Liquid Strategies management fees was primarily attributable to (i) a higher level of
management fees earned from CLOs from new issuances in the U.S. and Europe over the past twelve months, (ii) an increase
in capital invested in certain alternative credit strategy accounts, which resulted in an increase in its fee base and (iii) a higher
level of management fees earned from Global Atlantic primarily due to the growth in assets from inflows.
Transaction and Monitoring Fees, Net
The following table presents transaction and monitoring fees, net by business line:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Transaction and Monitoring Fees, Net | | | |
| Private Equity | $32,079 | $20,421 | $11,658 |
| Real Assets | 9,572 | 9,371 | 201 |
| Credit and Liquid Strategies | 1,371 | 4,889 | (3,518) |
| Capital Markets | 178,247 | 199,568 | (21,321) |
| Total Transaction and Monitoring Fees, Net | $221,269 | $234,249 | $(12,980) |
Our Private Equity, Real Assets, and Credit and Liquid Strategies business lines earn transaction and monitoring fees from
portfolio companies, and under the terms of the management agreements with certain of our investment funds, we are
required to share all or a portion of such fees with our fund investors. For most of our investment funds, transaction and
monitoring fees are credited against fund management fees up to 100% of the amount of the transaction and monitoring fees
attributable to that investment fund, which results in a decrease of our transaction and monitoring fees. Our Capital Markets
business line earns transaction fees, which are generally not shared with fund investors.
The decrease in transaction and monitoring fees, net is primarily due to a lower level of transaction fees earned in our
Capital Markets business line. The decrease in Capital Markets business line transaction fees was primarily due to a decrease
in the size of capital markets transactions for the three months ended June 30, 2026, compared to the three months ended
June 30, 2025. Overall, we completed 112 capital markets transactions for the three months ended June 30, 2026, of which 15
represented equity offerings and 97 represented debt offerings, as compared to 93 capital markets transactions for the three
months ended June 30, 2025, of which 10 represented equity offerings and 83 represented debt offerings. We earn fees in
connection with underwriting, syndication, and other capital markets services. While each of the capital markets transactions
that we undertake in this business line is separately negotiated, our fee rates are generally higher with respect to
underwriting or syndicating equity offerings than with respect to debt offerings, and the amount of fees that we earn for
similar transactions generally correlates with overall transaction sizes.
Our capital markets fees are generated in connection with activity involving our private equity, real assets, and credit
business lines as well as from third-party companies. For the three months ended June 30, 2026, approximately 12% of our
transaction fees in our Capital Markets business line were earned from unaffiliated third parties as compared to 20% for the
three months ended June 30, 2025. Our transaction fees are comprised of fees earned in North America, Europe, and the
Asia-Pacific region. For the three months ended June 30, 2026, approximately 31% of our transaction fees were generated
outside of North America as compared to approximately 69% for the three months ended June 30, 2025. Our Capital Markets
business line is dependent on the overall capital markets environment, which is influenced by equity prices, credit spreads,
and volatility. Our Capital Markets business line does not generate monitoring fees.
See “—Analysis of Asset Management Segment Operating Results—Capital Invested” for more information about capital
invested by business line. See “Risk Factors” in this Annual Report and “—Business Environment” for more information about
the factors that may impact our business, financial performance, operating results, and valuations.
Fee Related Performance Revenues
The following table presents fee related performance revenues by business line:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Fee Related Performance Revenues | | | |
| Private Equity | $167,960 | $— | $167,960 |
| Real Assets | 80,387 | 36,058 | 44,329 |
| Credit and Liquid Strategies | 6,352 | 17,679 | (11,327) |
| Total Fee Related Performance Revenues | $254,699 | $53,737 | $200,962 |
Fee related performance revenues represent performance fees that are (i) expected to be received from our investment
funds, investment vehicles, and accounts on a more recurring basis and (ii) not dependent on a realization event involving
investments held by the investment fund, vehicle, or account.
The increase in fee related performance revenues for the three months ended June 30, 2026 compared to the prior
period was primarily due to (i) performance revenues from K-Series Private Equity vehicles being reported in fee related
performance revenues, beginning in the quarter ended June 30, 2026, and (ii) a higher level of performance revenues earned
from one of our K-Series Infrastructure vehicles in our Real Assets business line. The increase was partially offset by no
performance revenues earned from FSK in our Credit and Liquid Strategies business line in the current period. Beginning with
the second quarter of 2026, KKR has agreed to waive 100% of its portion of the FSK incentive fee for the next four consecutive
quarters.
Fee Related Compensation
The increase in fee related compensation for the three months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of compensation recorded in connection with the higher level of fee related revenues.
Other Operating Expenses
The increase in other operating expenses for the three months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of occupancy, information technology, and corporate general and administrative costs.
Fee Related Earnings
The increase in fee related earnings for the three months ended June 30, 2026 compared to the prior period was
primarily due to (i) a higher level of management fees across our Private Equity, Real Assets, and Credit and Liquid Strategies
business lines and (ii) a higher level of fee related performance revenues earned in our Private Equity and Real Assets business
lines, partially offset by (i) a lower level of transaction fees earned in our Capital Markets business line and (ii) a higher level of
fee related compensation and other operating expenses, as described above.
Realized Performance Income
Realized performance income includes (i) realized carried interest from our carry earning funds and (ii) incentive fees not
included in Fee Related Performance Revenues.
The following table presents realized performance income by business line:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Realized Performance Income | | | |
| Private Equity | $830,738 | $355,492 | $475,246 |
| Real Assets | — | 27,404 | (27,404) |
| Credit and Liquid Strategies | 16,797 | 35,954 | (19,157) |
| Total Realized Performance Income | $847,535 | $418,850 | $428,685 |
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Private Equity | | | |
| Americas Fund XII | $497,235 | $28,838 | $468,397 |
| Asian Fund III | 130,000 | — | 130,000 |
| Next Generation Technology Growth Fund II | — | 162,679 | (162,679) |
| European Fund V | 44,281 | — | 44,281 |
| Private Equity K-Series | — | 80,676 | (80,676) |
| Asian Fund IV | 68,480 | — | 68,480 |
| Next Generation Technology Growth Fund | 28,303 | — | 28,303 |
| Other | 62,439 | 83,299 | (20,860) |
| Total Realized Performance Income | $830,738 | $355,492 | $475,246 |
Realized performance income in our Private Equity business line for the three months ended June 30, 2026 consisted
primarily of realized proceeds from the sale of our investment in OneStream Software, LLC held by Americas Fund XII and
Next Generation Technology Growth Fund, Flow Control Group held by Americas Fund XII, and Kokusai Electric Corporation
held by Asian Fund III.
Realized performance income in our Private Equity business line for the three months ended June 30, 2025 consisted
primarily of (i) realized proceeds from the sale of our investments in ReliaQuest, LLC (technology sector) held by Next
Generation Technology Growth Fund II and BrightSpring Health Services Inc. (NASDAQ: BTSG) held by Americas Fund XI and
(ii) performance income from one of our private equity K-Series vehicles.
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Real Assets | | | |
| Global Infrastructure Investors III | $— | $24,184 | $(24,184) |
| Other | — | 3,220 | (3,220) |
| Total Realized Performance Income | $— | $27,404 | $(27,404) |
Realized performance income in our Real Assets business line for the three months ended June 30, 2025 consisted
primarily of realized proceeds from the sale of our investment in NEP Renewables II, LLC (infrastructure: energy and energy
transition) held by Global Infrastructure Investors III.
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Credit and Liquid Strategies | | | |
| Lending Partners III | $2,048 | $7,334 | $(5,286) |
| Alternative Credit Vehicles and Other | 14,749 | 28,620 | (13,871) |
| Total Realized Performance Income | $16,797 | $35,954 | $(19,157) |
Realized performance income in our Credit and Liquid Strategies business line for the three months ended June 30, 2026
and 2025 consisted primarily of realized proceeds at Lending Partners III and certain other alternative credit funds.
Realized Performance Income Compensation
The increase in realized performance income compensation for the three months ended June 30, 2026 compared to the
prior period was primarily due to a higher level of compensation recorded in connection with the higher level of realized
performance income.
Realized Investment Income
The following table presents realized investment income in our Principal Activities business line:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Total Realized Investment Income | $189,718 | $153,998 | $35,720 |
The increase in realized investment income is primarily due to a higher level of net realized gains. The amount of realized
investment income depends on the transaction activity of our funds and Asset Management segment balance sheet, which
can vary from period to period.
For the three months ended June 30, 2026, net realized gains was primarily comprised of realized gains from the sale of
our investment in OneStream Software, Kokusai Electronic Corporation, and Flow Control Group. Offsetting these realized
gains were (i) a realized loss on one of our investments held in our real assets strategy and (ii) realized losses from the sales of
various revolving credit facilities from our Capital Markets business line.
For the three months ended June 30, 2025, realized investment income was primarily comprised (i) realized gains from
the sale of our investments in BridgeBio Pharma, Inc. and ReliaQuest, LLC and (ii) interest income primarily from our
investment in CLOs. Partially offsetting the realized gains were realized losses, the most significant of which were (i) realized
losses from the settlement of certain foreign exchange forward contracts and (ii) realized losses from the sales of various
revolving credit facilities.
Realized investment income includes the net income (loss) from KKR Capstone. For the three months ended June 30,
2026, total fees attributable to KKR Capstone were $29.6 million and total expenses attributable to KKR Capstone were $27.7
million. For KKR Capstone-related adjustments in reconciling segment revenues and expenses to GAAP revenues and expenses
see Note 21 “Segment Reporting” in our financial statements.
Realized Investment Income Compensation
The increase in realized investment income compensation for the three months ended June 30, 2026 compared to the
prior period is primarily due to a higher level of compensation recorded in connection with the higher level of realized
investment income.
Operating and Capital Metrics
See also “Fund Performance Metrics” for more information about our investment funds, vehicles and accounts across our
Private Equity, Real Assets and Credit and Liquid Strategies business lines, including investment performance, capital
commitments, uncalled capital commitments, and invested capital of each. See also “Risk Factors” and “—Business
Environment” in this report for more information about the factors that may impact our business, financial performance,
operating results and valuations.
The following tables present our key Asset Management segment operating and capital metrics:
| ($ in millions) | As of / June 30, 2026 | As of / March 31, 2026 | As of / Change |
| --- | --- | --- | --- |
| Assets Under Management | $796,487 | $757,877 | $38,610 |
| Fee Paying Assets Under Management | $638,403 | $614,845 | $23,558 |
| Uncalled Commitments | $142,656 | $124,857 | $17,799 |
| ($ in millions) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Capital Invested | $24,159 | $17,701 | $6,458 |
Assets Under Management
Private Equity
The following table reflects the changes in the AUM of our Private Equity business line from March 31, 2026 to June 30,
2026:
_($ in millions)_
| | |
| --- | --- |
| March 31, 2026 | $231,047 |
| New Capital Raised | 9,558 |
| Acquisitions(1) | 15,996 |
| Distributions and Other | (8,194) |
| Redemptions | (263) |
| Change in Value | 6,592 |
| June 30, 2026 | $254,736 |
(1) Reflects the AUM of Arctos at closing.
AUM of our Private Equity business line was $254.7 billion at June 30, 2026, an increase of $23.7 billion, compared to
$231.0 billion at March 31, 2026.
The increase was primarily attributable to (i) investment funds managed by Arctos Partners, which we acquired on May 4,
2026, (ii) new capital raised from Asian Fund V, our private equity K-Series vehicles, and Arctos Keystone Fund I, and (iii)
appreciation in investment value primarily from North America Fund XIII, Americas Fund XII, and European Fund VI. Partially
offsetting the increase were distributions to fund investors primarily as a result of realized proceeds, most notably from
Americas Fund XII, Asian Fund III, and Asian Fund IV.
For the three months ended June 30, 2026, the value of our traditional private equity investment portfolio increased 4%.
This was comprised of a 2% increase in value of our privately held investments and an 18% increase in share prices of publicly
held investments. For the three months ended June 30, 2026, the value of our growth equity investment portfolio (including
our global impact strategy) increased by 2% and core private equity investment portfolio had no significant change in value.
Real Assets
The following table reflects the changes in the AUM of our Real Assets business line from March 31, 2026 to June 30,
2026:
_($ in millions)_
| | |
| --- | --- |
| March 31, 2026 | $197,928 |
| New Capital Raised | 15,667 |
| Distributions and Other | (3,334) |
| Redemptions | (172) |
| Change in Value | 830 |
| June 30, 2026 | $210,919 |
AUM of our Real Assets business line was $210.9 billion at June 30, 2026, an increase of $13.0 billion, compared to $197.9
billion at March 31, 2026.
The increase was primarily attributable to (i) new capital raised from Helix Digital Infrastructure, our infrastructure K-
Series vehicles, and Global Infrastructure V, and, to a lesser extent, (ii) the appreciation in investment value from our
infrastructure K-Series vehicles and Diversified Core Infrastructure Fund. Partially offsetting the increase were distributions to
fund investors as a result of realized proceeds, most notably from Global Infrastructure Investors III.
For the three months ended June 30, 2026, the value of our infrastructure investment portfolio increased 1% and our
opportunistic real estate equity investment portfolio decreased 1%.
Credit and Liquid Strategies
The following table reflects the changes in the AUM of our Credit and Liquid Strategies business line from March 31, 2026
to June 30, 2026:
_($ in millions)_
| | |
| --- | --- |
| March 31, 2026 | $328,902 |
| New Capital Raised | 9,100 |
| Distributions and Other | (8,442) |
| Redemptions | (1,332) |
| Change in Value | 2,604 |
| June 30, 2026 | $330,832 |
AUM of our Credit and Liquid Strategies business line was $330.8 billion at June 30, 2026, an increase of $1.9 billion,
compared to $328.9 billion at March 31, 2026.
The increase was primarily attributable to (i) new capital raised from Global Atlantic inflows and various private credit
investment funds, (ii) CLO issuances and, to a lesser extent, (iii) investment value appreciation across our leveraged credit and
private credit investment funds, and on assets managed by Marshall Wace. Partially offsetting the increase were (i) payments
to Global Atlantic policyholders, (ii) distributions to, and redemptions from, fund investors at certain private and leveraged
credit funds, and (iii) redemptions at Marshall Wace.
See “Risk Factors” in this Annual Report and “—Business Environment” for more information about the factors that may
impact our business, financial performance, operating results and valuations.
Fee Paying Assets Under Management
Private Equity
The following table reflects the changes in the FPAUM of our Private Equity business line from March 31, 2026 to June 30,
2026:
_($ in millions)_
| | |
| --- | --- |
| March 31, 2026 | $153,692 |
| New Capital Raised | 8,437 |
| Acquisitions (1) | 10,084 |
| Distributions and Other | (2,202) |
| Redemptions | (263) |
| Net Changes in Fee Base of Certain Funds | (1,974) |
| Change in Value | 363 |
| June 30, 2026 | $168,137 |
(1) Reflects the FPAUM of Arctos at closing.
FPAUM of our Private Equity business line was $168.1 billion at June 30, 2026, an increase of $14.4 billion, compared to
$153.7 billion at March 31, 2026.
The increase was primarily attributable to (i) investment funds managed by Arctos Partners, which we acquired on May 4,
2026, and (ii) new capital raised from Asian Fund V, our private equity K-Series vehicles, and Arctos Keystone Fund I. Partially
offsetting the increase were (i) a change in fee base for Asian Fund IV as a result of the fund entering its post-investment
period, during which we earn fees on invested capital rather than committed capital, and (ii) distributions to fund investors
primarily as a result of realized proceeds, most notably from Americas Fund XII and European Fund V.
Uncalled capital commitments from private equity funds and other investment vehicles from which KKR is currently not
earning management fees amounted to approximately $22.4 billion at June 30, 2026, which includes capital commitments
reserved for follow-on investments for funds that have completed their investment periods. This capital will generally begin to
earn management fees upon deployment of the capital or upon the commencement of the fund's investment period. The
average annual management fee rate associated with this capital is approximately 1.1%. The date on which we begin to earn
fees (as specified above) is not guaranteed to occur and may not occur for an extended period of time. If and when such
management fees are earned, a portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion
of any new management fees earned.
Real Assets
The following table reflects the changes in the FPAUM of our Real Assets business line from March 31, 2026 to June 30,
2026:
_($ in millions)_
| | |
| --- | --- |
| March 31, 2026 | $168,821 |
| New Capital Raised | 9,293 |
| Distributions and Other | (2,726) |
| Redemptions | (172) |
| Change in Value | 82 |
| June 30, 2026 | $175,298 |
FPAUM of our Real Assets business line was $175.3 billion at June 30, 2026, an increase of $6.5 billion, compared to
$168.8 billion at March 31, 2026.
The increase was primarily attributable to new capital raised from Global Infrastructure V, Asia Infrastructure III, and our
infrastructure K-Series vehicles. Partially offsetting the increase were distributions to fund investors as a result of realized
proceeds, most notably from Global Infrastructure Investors III.
Uncalled capital commitments from real assets investment funds and other investment vehicles from which KKR is
currently not earning management fees amounted to approximately $19.7 billion at June 30, 2026, which includes capital
commitments reserved for follow-on investments for funds that have completed their investment periods. This capital will
generally begin to earn management fees upon deployment of the capital or upon the commencement of the fund's
investment period. The average annual management fee rate associated with this capital is approximately 1.1%. The date on
which we begin to earn fees (as specified above) is not guaranteed to occur and may not occur for an extended period of
time. If and when such management fees are earned, a portion of existing FPAUM may cease paying fees or pay lower fees,
thus offsetting a portion of any new management fees earned.
Credit and Liquid Strategies
The following table reflects the changes in the FPAUM of our Credit and Liquid Strategies business line from March 31,
2026 to June 30, 2026:
_($ in millions)_
| | |
| --- | --- |
| March 31, 2026 | $292,332 |
| New Capital Raised | 11,265 |
| Distributions and Other | (9,776) |
| Redemptions | (1,332) |
| Change in Value | 2,479 |
| June 30, 2026 | $294,968 |
FPAUM of our Credit and Liquid Strategies business line was $295.0 billion at June 30, 2026, an increase of $2.7 billion,
compared to $292.3 billion at March 31, 2026.
The increase was primarily attributable to (i) new capital raised from Global Atlantic inflows, (ii) deployment at various
private credit investment funds, (iii) CLO issuances, and, to a lesser extent, (iv) investment value appreciation on assets
managed by Marshall Wace. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii)
distributions to, and redemptions from, fund investors at certain private and leveraged credit funds, and (iii) redemptions at
Marshall Wace.
Uncalled capital commitments from credit investment funds from which KKR is currently not earning management fees
amounted to approximately $29.9 billion at June 30, 2026, which includes capital commitments reserved for follow-on
investments for funds that have completed their investment periods. This capital will generally begin to earn management
fees upon deployment of the capital or upon the commencement of the fund's investment period. The average annual
management fee rate associated with this capital is approximately 0.5%. The date on which we begin to earn fees is not
guaranteed to occur and may not occur for an extended period of time. If and when such management fees are earned, a
portion of existing FPAUM may cease paying fees or pay lower fees, thus offsetting a portion of any new management fees
earned.
See “Risk Factors” in this Annual Report and “—Business Environment” for more information about the factors that may
impact our business, financial performance, operating results and valuations.
Uncalled Commitments
Private Equity
As of June 30, 2026, our Private Equity business line had $64.9 billion of remaining uncalled commitments that could be
called for investments in new transactions as compared to $53.3 billion as of March 31, 2026. The increase was primarily
attributable to new capital commitments from fund investors, which was partially offset by capital called from fund investors
to make investments during the period.
Real Assets
As of June 30, 2026, our Real Assets business line had $45.8 billion of remaining uncalled commitments that could be
called for investments in new transactions as compared to $37.4 billion as of March 31, 2026. The increase was primarily
attributable to new capital commitments from fund investors, which was partially offset by capital called from fund investors
to make investments during the period.
Credit and Liquid Strategies
As of June 30, 2026, our Credit and Liquid Strategies business line had $32.0 billion of remaining uncalled commitments
that could be called for investments in new transactions as compared to $34.1 billion as of March 31, 2026. The decrease was
primarily attributable to capital called from fund investors to make investments during the period, which was partially offset
by new capital commitments from fund investors.
Capital Invested
Private Equity
For the three months ended June 30, 2026, our Private Equity business line had $5.2 billion of capital invested as
compared to $4.9 billion for the three months ended June 30, 2025. The increase was driven primarily by a $1.3 billion
increase in capital invested in our traditional private equity strategy, offset by a $1.0 billion decrease in capital invested in our
core private equity strategy. During the three months ended June 30, 2026, 84% of capital deployed in private equity
(including core and growth equity investments which includes impact investments) was in transactions in North America, 3%
was in Europe, and 13% was in the Asia-Pacific region. The number of large private equity investments made in any quarterly
or year-to-date period is volatile and, consequently, a significant amount of capital invested in one period or a few periods
may not be indicative of a similar level of capital deployment in future periods.
Real Assets
For the three months ended June 30, 2026, our Real Assets business line had $7.3 billion of capital invested as compared
to $4.3 billion for the three months ended June 30, 2025. The increase was driven primarily by a $1.7 billion increase in our
real estate strategy and a $1.3 billion increase in capital invested in our infrastructure strategy. During the three months
ended June 30, 2026, 59% of capital deployed in real assets was in transactions in North America, 23% was in the Asia-Pacific
region, and 18% was in Europe. The number of large real assets investments made in any quarterly or year-to-date period is
volatile and, consequently, a significant amount of capital invested in one period or a few periods may not be indicative of a
similar level of capital deployment in future periods.
Credit and Liquid Strategies
For the three months ended June 30, 2026, our Credit and Liquid Strategies business line had $11.7 billion of capital
invested as compared to $8.5 billion for the three months ended June 30, 2025. The increase was driven primarily by a higher
level of capital deployed across our private credit strategies, most notably asset-based finance. During the three months
ended June 30, 2026, 77% of capital deployed was in transactions in North America, 20% was in Europe, and 3% was in the
Asia-Pacific region.
Analysis of Insurance Segment Operating Results
The following table sets forth information regarding KKR's insurance segment operating results for the three months
ended June 30, 2026 and 2025.
Effective beginning in the first quarter of 2026, the information regularly provided to management for the Insurance
Segment was modified to reclassify certain operating expenses from “General, Administrative and Other” to “Net Cost of
Insurance.” Prior period segment information has been recast to conform to the current period presentation. This
reclassification had no impact on Insurance Operating Earnings.
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Net Investment Income | $1,953,987 | $1,788,525 | $165,462 |
| Net Cost of Insurance | (1,468,887) | (1,326,980) | (141,907) |
| General, Administrative and Other | (196,880) | (183,613) | (13,267) |
| Insurance Operating Earnings | $288,220 | $277,932 | $10,288 |
Net Investment Income
Net investment income increased for the three months ended June 30, 2026, as compared to the three months ended
June 30, 2025, primarily due to (i) increased average assets under management from the cumulative impact of new business
volume growth, (ii) realization of investments, and (iii) higher average portfolio yields due to repositioning the portfolio into
higher yielding fixed maturity debt securities and investments in alternative asset classes, such as real assets.
Net Cost of Insurance
Net cost of insurance increased for the three months ended June 30, 2026, as compared to the three months ended June
30, 2025, primarily due to (i) growth in reserves in the institutional and individual market channels as a result of the
cumulative impact of new business volumes in the current and preceding quarters, and (ii) higher average funding costs due
to higher crediting rates and the routine run-off of older business originated in a lower interest rate environment.
General, Administrative and Other Expenses
General, administrative and other expenses increased for the three months ended June 30, 2026, as compared to the
three months ended June 30, 2025, primarily due to higher compensation and technology-related expenses.
Insurance Operating Earnings
Insurance operating earnings increased for the three months ended June 30, 2026, as compared to the three months
ended June 30, 2025, primarily due to an increase in net investment income due to an increase in average assets under
management, increased investment realizations, and higher portfolio yields, all partially offset by an increase in net cost of
insurance due to the cumulative impact of new business volume growth and higher crediting rates.
Analysis of Strategic Holdings Segment Operating Results
The following table sets forth information regarding KKR's strategic holdings segment operating results for the three
months ended June 30, 2026 and 2025:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Dividends, Net | $37,036 | $29,121 | $7,915 |
| Strategic Holdings Operating Earnings | 37,036 | 29,121 | 7,915 |
| Net Realized Investment Income | 30,065 | — | 30,065 |
| Strategic Holdings Segment Earnings | $67,101 | $29,121 | $37,980 |
Dividends, Net
For the three months ended June 30, 2026, dividends, net were comprised of dividend income from USI Insurance
Services LLC (business services sector). For the three months ended June 30, 2025, dividends, net were comprised of dividend
income from April SA (financial services sector). Dividends earned in our Strategic Holdings segment are reduced by a
management fee charged by our Asset Management segment. For the three months ended June 30, 2026, the management
fee was $11.0 million and for the three months ended June 30, 2025, the management fee was $9.3 million.
Net Realized Investment Income
For the three months ended June 30, 2026, net realized investment income was comprised of a realized gain from the
partial sale of Viridor Limited (infrastructure sector). For the three months ended June 30, 2025, there was no net realized
investment income earned in our Strategic Holdings segment. Net realized investment income earned in our Strategic
Holdings segment is reduced by a performance fee charged by our Asset Management segment. For the three months ended
June 30, 2026, the performance fee was $5.3 million.
Strategic Holdings Segment Earnings
Strategic Holdings segment earnings for the three months ended June 30, 2026, was higher compared to the prior period
primarily due to the higher level of dividends, and net realized investment income in the current period.
Analysis of Asset Management Segment Operating Results
Effective beginning in the second quarter of 2026, performance revenues from K-Series Private Equity vehicles of
approximately $160 million were reported in fee related performance revenues in fee related earnings. For the six months
ended June 30, 2025, performance revenues from K-Series Private Equity vehicles of approximately $80 million were reported
in net realized performance income. This change in classification reflects how management currently manages the business
and aligns KKR's presentation with the prevailing classification disclosed by other publicly listed alternative asset managers,
which we believe should enhance comparability for investors. KKR has not recast prior-period amounts, as the impact of the
reclassification is not material to previously reported results. Additionally, the change in classification had no impact on total
segment revenues, total segment earnings, consolidated GAAP net income, or Adjusted Net Income.
The following tables set forth information regarding KKR's asset management segment operating results for the six
months ended June 30, 2026 and 2025:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Management Fees | $2,442,468 | $1,913,097 | $529,371 |
| Transaction and Monitoring Fees, Net | 473,978 | 495,758 | (21,780) |
| Fee Related Performance Revenues | 278,461 | 75,014 | 203,447 |
| Fee Related Compensation | (559,233) | (434,677) | (124,556) |
| Other Operating Expenses | (405,151) | (339,835) | (65,316) |
| Fee Related Earnings | 2,230,523 | 1,709,357 | 521,166 |
| Realized Performance Income | 1,603,499 | 766,770 | 836,729 |
| Realized Performance Income Compensation | (1,194,424) | (569,467) | (624,957) |
| Realized Investment Income | 311,619 | 371,955 | (60,336) |
| Realized Investment Income Compensation | (46,743) | (55,794) | 9,051 |
| Asset Management Segment Earnings | $2,904,474 | $2,222,821 | $681,653 |
Management Fees
The following table presents management fees by business line:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Management Fees | | | |
| Private Equity | $951,145 | $706,886 | $244,259 |
| Real Assets | 801,292 | 590,972 | 210,320 |
| Credit and Liquid Strategies | 690,031 | 615,239 | 74,792 |
| Total Management Fees | $2,442,468 | $1,913,097 | $529,371 |
The increase in Private Equity management fees was primarily attributable to (i) management fees commencing at North
America Fund XIV in the second quarter of 2025, (ii) management fees contributed by Arctos following the acquisition during
the quarter, and (iii) management fees earned on new capital raised over the past twelve months at our private equity K-
Series vehicles, net of certain revenue sharing arrangements. The increase was partially offset by (i) a decrease in
management fees earned from Americas Fund XII due to a step-down in the management fee rate in the third quarter of
2025, and (ii) a decrease in management fees earned from North America Fund XIII as a result of entering its post-investment
period in the second quarter of 2025, and now paying fees based on invested capital rather than committed capital and at a
lower fee rate. During the six months ended June 30, 2026, approximately $71 million of management fees were earned on
new capital raised that were retroactive to the start of the relevant fund’s investment period.
The increase in Real Assets management fees was primarily attributable to (i) a higher level of management fees earned
from Global Infrastructure Investors V, primarily due to management fees earned on new capital raised in the current year
that was retroactive to the start of the fund’s investment period as well as new capital raised over the past twelve months, (ii)
management fees earned on new capital raised over the past twelve months from our infrastructure K-Series vehicles, net of
certain revenue sharing arrangements, and (iii) management fees commencing at Asia Infrastructure III in the fourth quarter
of 2025. During the six months ended June 30, 2026, approximately $92 million of management fees were earned on new
capital raised that is retroactive to the start of the relevant fund's investment period.
The increase in Credit and Liquid Strategies management fees was primarily attributable to (i) a higher level of
management fees earned from CLOs from new issuances both in the U.S. and Europe over the past twelve months, (ii) an
increase in capital invested in certain alternative credit strategy accounts, which resulted in an increase in its fee base and (iii)
a higher level of management fees earned from Global Atlantic primarily due to the growth in assets from inflows.
Transaction and Monitoring Fees, Net
The following table presents transaction and monitoring fees, net by business line:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Transaction and Monitoring Fees, Net | | | |
| Private Equity | $50,715 | $39,334 | $11,381 |
| Real Assets | 17,239 | 19,226 | (1,987) |
| Credit and Liquid Strategies | 4,130 | 8,286 | (4,156) |
| Capital Markets | 401,894 | 428,912 | (27,018) |
| Total Transaction and Monitoring Fees, Net | $473,978 | $495,758 | $(21,780) |
Our Private Equity, Real Assets, and Credit and Liquid Strategies business lines earn transaction and monitoring fees from
portfolio companies, and under the terms of the management agreements with certain of our investment funds, we are
required to share all or a portion of such fees with our fund investors. For most of our investment funds, transaction and
monitoring fees are credited against fund management fees up to 100% of the amount of the transaction and monitoring fees
attributable to that investment fund, which results in a decrease of our monitoring and transaction fees. Our Capital Markets
business line earns transaction fees, which are generally not shared with fund investors.
The decrease in transaction and monitoring fees, net is primarily due to a lower level of transaction fees earned in our
Capital Markets business line. The decrease in capital markets transaction fees was primarily due to a decrease in the number
and size of capital markets transactions for the six months ended June 30, 2026. Overall, we completed 203 capital markets
transactions for the six months ended June 30, 2026, of which 22 represented equity offerings and 181 represented debt
offerings, as compared to 204 transactions for the six months ended June 30, 2025, of which 22 represented equity offerings
and 182 represented debt offerings. We earn fees in connection with underwriting, syndication, and other capital markets
services. While each of the capital markets transactions that we undertake in this business line is separately negotiated, our
fee rates are generally higher with respect to underwriting or syndicating equity offerings than with respect to debt offerings,
and the amount of fees that we earn for similar transactions generally correlates with overall transaction sizes.
Our capital markets fees are generated in connection with activity involving our Private Equity, Real Assets, and Credit
and Liquid Strategies business lines as well as from third-party companies. For the six months ended June 30, 2026,
approximately 13% of our transaction fees in our Capital Markets business line were earned from unaffiliated third parties as
compared to approximately 19% for the six months ended June 30, 2025. Our transaction fees are comprised of fees earned
from North America, Europe, and the Asia-Pacific region. For the six months ended June 30, 2026, approximately 41% of our
transaction fees were generated outside of North America as compared to approximately 57% for the six months ended June
30, 2025. Our Capital Markets business line is dependent on the overall capital markets environment, which is influenced by,
among other things, equity prices, credit spreads, and volatility. Our Capital Markets business line does not generate
monitoring fees.
Fee Related Performance Revenues
The following table presents fee related performance revenues by business line:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Fee Related Performance Revenues | | | |
| Private Equity | $168,806 | $— | $168,806 |
| Real Assets | 85,367 | 37,823 | 47,544 |
| Credit and Liquid Strategies | 24,288 | 37,191 | (12,903) |
| Total Fee Related Performance Revenues | $278,461 | $75,014 | $203,447 |
Fee related performance revenues represent performance fees that are (i) expected to be received from our investment
funds, investment vehicles and accounts on a more recurring basis and (ii) not dependent on a realization event involving
investments held by the investment fund, vehicle or account.
The increase in fee related performance revenues for the six months ended June 30, 2026 compared to the prior period
was primarily due to (i) performance revenues from K-Series Private Equity vehicles being reported in fee related performance
revenues, beginning in the quarter ended June 30, 2026, and (ii) a higher level of performance revenues earned from one of
our K-Series Infrastructure vehicles in our Real Assets business line. The increase was partially offset by no performance
revenues earned from FSK in our Credit and Liquid Strategies business line in the current period. Beginning with the second
quarter of 2026, KKR has agreed to waive 100% of its portion of the FSK incentive fee for the next four consecutive quarters.
Fee Related Compensation
The increase in fee related compensation for the six months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of compensation recorded in connection with the higher level of fee related revenues.
Other Operating Expenses
The increase in other operating expenses for the six months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of occupancy, information technology, and corporate general and administrative costs.
Fee Related Earnings
The increase in fee related earnings for the six months ended June 30, 2026 compared to the prior period was primarily
due to (i) a higher level of management fees across our Private Equity, Real Assets, and Credit and Liquid Strategies business
lines and (ii) a higher level of fee related performance revenues earned in our Private Equity and Real Assets business lines,
partially offset by (i) a higher level of fee related compensation and other operating expenses and (ii) a lower level of
transaction fees earned in our Capital Markets business line, as described above.
Realized Performance Income
Realized performance income includes (i) realized carried interest from our carry earning funds and (ii) incentive fees not
included in Fee Related Performance Revenues.
The following table presents realized performance income by business line:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Realized Performance Income | | | |
| Private Equity | $1,524,381 | $689,552 | $834,829 |
| Real Assets | 45,173 | 36,771 | 8,402 |
| Credit and Liquid Strategies | 33,945 | 40,447 | (6,502) |
| Total Realized Performance Income | $1,603,499 | $766,770 | $836,729 |
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Private Equity | | | |
| Americas Fund XII | $738,375 | $28,838 | $709,537 |
| Asian Fund III | 263,327 | — | 263,327 |
| Core Investment Vehicles | 130,169 | 187,886 | (57,717) |
| North America Fund XI | 89,421 | — | 89,421 |
| Strategic Investor Partnerships | — | 78,115 | (78,115) |
| Next Generation Technology Growth Fund II | — | 162,679 | (162,679) |
| European Fund V | 44,281 | 89,459 | (45,178) |
| Private Equity K-Series | — | 80,676 | (80,676) |
| Asian Fund IV | 68,480 | — | 68,480 |
| Next Generation Technology Growth Fund | 28,303 | — | 28,303 |
| Global Impact Fund | — | 13,215 | (13,215) |
| Other | 162,025 | 48,684 | 113,341 |
| Total Realized Performance Income | $1,524,381 | $689,552 | $834,829 |
Realized performance income in our Private Equity business line for the six months ended June 30, 2026 consisted
primarily of (i) realized proceeds from the sale of our investments in OneStream Software held by Americas Fund XII and Next
Generation Technology Growth Fund, BrightSpring Health Services (NASDAQ: BTSG) and Flow Control Group held by Americas
Fund XII, and J.B.Chemicals and Pharmaceuticals Limited (healthcare sector) and Kokusai Electronic Corporation held by Asian
Fund III, and (ii) performance income from our core private equity vehicles.
Realized performance income in our Private Equity business line for the six months ended June 30, 2025 consisted
primarily of (i) performance income from our core investment vehicles and one of our private equity K-Series vehicles, and (ii)
realized proceeds from the sale of our investments in ReliaQuest, LLC held by Next Generation Technology Growth Fund II,
The Citation Group held by both European Fund V and Global Impact Fund, and BrightSpring Health Services Inc. held by
Americas Fund XII.
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Real Assets | | | |
| Crescent Energy Company | $22,387 | $— | $22,387 |
| Real Estate Co-Investment Fund | 20,095 | — | 20,095 |
| Global Infrastructure Investors II | — | 8,744 | (8,744) |
| Global Infrastructure Investors III | — | 24,184 | (24,184) |
| Other | 2,691 | 3,843 | (1,152) |
| Total Realized Performance Income | $45,173 | $36,771 | $8,402 |
Realized performance income in our Real Assets business line for the six months ended June 30, 2026 consisted primarily
of realized proceeds from the sale of our investment in Benchmark Senior Living (real estate sector) and performance fees
earned from Crescent Energy Company (NYSE: CRGY) (“Crescent Energy”).
Realized performance income in our Real Assets business line for the six months ended June 30, 2025 consisted primarily
of realized proceeds from the sale of our investments in NEP Renewables II, LLC held by Global Infrastructure Investors III and
Q-Park N.V. (infrastructure: transportation sector) held by Global Infrastructure Investors II.
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Credit and Liquid Strategies | | | |
| Lending Partners III | $4,284 | $7,334 | $(3,050) |
| Alternative Credit Vehicles and Other | 29,661 | 33,113 | (3,452) |
| Total Realized Performance Income | $33,945 | $40,447 | $(6,502) |
Realized performance income in our Credit and Liquid Strategies business line for the six months ended June 30, 2026
consisted primarily of (i) performance fees earned from Marshall Wace and (ii) realized proceeds at Lending Partners III and
certain other alternative credit funds.
Realized performance income in our Credit and Liquid Strategies business line for the six months ended June 30, 2025
consisted primarily of realized proceeds at Lending Partners III and certain other leveraged credit and alternative credit funds.
Realized Performance Income Compensation
The increase in realized performance income compensation for the six months ended June 30, 2026 compared to the
prior period was primarily due to a higher level of compensation recorded in connection with the higher level of realized
performance income.
Realized Investment Income
The following table presents realized investment income from our Principal Activities business line:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Total Realized Investment Income | $311,619 | $371,955 | $(60,336) |
The decrease in realized investment income is primarily due to a lower level of interest income and dividends, partially
offset by a higher level of net realized gains. The amount of realized investment income depends on the transaction activity of
our funds and Asset Management segment balance sheet, which can vary from period to period.
For the six months ended June 30, 2026, net realized gains was primarily comprised of realized gains primarily from the
sale of our investments in OneStream Software, J.B. Chemicals and Pharmaceuticals Limited, BrightSpring Health Services, and
Kokusai Electronic Corporation. Offsetting these realized gains were (i) a realized loss on one of our investments held in our
real assets strategy and (ii) realized losses from the sales of various revolving credit facilities from our Capital Markets
business line.
For the six months ended June 30, 2025, realized investment income was primarily comprised of (i) realized gains
primarily from the sale of our investments in BridgeBio Pharma, Inc. and ReliaQuest, LLC, (ii) realized gains from the
settlement of certain foreign exchange forward contracts, and (iii) interest income primarily from our investments in CLOs.
Partially offsetting the realized gains were realized losses, the most significant of which were (i) realized losses from the sale
of various revolving credit facilities and (ii) a realized loss related to a structured multi-asset investment vehicle.
Realized investment income includes the net income (loss) from KKR Capstone. For the six months ended June 30, 2026,
total fees attributable to KKR Capstone were $56.4 million and total expenses attributable to KKR Capstone were $54.1
million. For KKR Capstone-related adjustments in reconciling segment revenues and expenses to GAAP revenues and expenses
see Note 21 “Segment Reporting” in the accompanying financial statements.
As of the date of this filing, we have transactions that are pending or that have closed after June 30, 2026 that are
expected to result in realized performance income and realized investment income of approximately $700 million. The
realizations are expected to consist of approximately 80% realized performance income and approximately 20% realized
investment income. Some of these transactions are not complete, and are subject to the satisfaction of closing conditions,
including regulatory approvals; therefore, there can be no assurance if or when such transactions will be completed. In
addition, we may realize gains or losses based on transactions or other events that occur after the date of filing this report,
which could impact, positively or negatively, the total amount of our realized performance income and realized investment
income. Therefore, no assurance can be given for what our actual realized performance income and realized investment
income in the remainder of 2026 or future periods will be.
Realized Investment Income Compensation
The decrease in realized investment income compensation for the six months ended June 30, 2026 compared to the prior
period is primarily due to a lower level of compensation recorded in connection with the lower level of realized investment
income.
Operating and Capital Metrics
See also “Fund Performance Metrics” for more information about our investment funds, vehicles and accounts across our
Private Equity, Real Assets and Credit and Liquid Strategies business lines, including investment performance, capital
commitments, uncalled capital commitments, and invested capital of each. See also “Risk Factors” and “—Business
Environment” in this report for more information about the factors that may impact our business, financial performance,
operating results and valuations.
The following tables present our key asset management segment operating and capital metrics:
| ($ in millions) | As of / June 30, 2026 | As of / December 31, 2025 | As of / Change |
| --- | --- | --- | --- |
| Assets Under Management | $796,487 | $743,858 | $52,629 |
| Fee Paying Assets Under Management | $638,403 | $604,144 | $34,259 |
| Uncalled Commitments | $142,656 | $118,433 | $24,223 |
| ($ in millions) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Capital Invested | $45,931 | $36,675 | $9,256 |
Assets Under Management
Private Equity
The following table reflects the changes in the AUM of our Private Equity business line from December 31, 2025 to June
30, 2026:
_($ in millions)_
| | |
| --- | --- |
| December 31, 2025 | $229,374 |
| New Capital Raised | 14,255 |
| Acquisitions (1) | 15,996 |
| Distributions and Other | (14,711) |
| Redemptions | (337) |
| Change in Value | 10,159 |
| June 30, 2026 | $254,736 |
(1) Reflects the AUM of Arctos at closing.
AUM of our Private Equity business line was $254.7 billion at June 30, 2026, an increase of $25.3 billion, compared to
$229.4 billion at December 31, 2025.
The increase was primarily attributable to (i) investment funds managed by Arctos Partners, which we acquired on May 4,
2026, (ii) new capital raised from Asian Fund V, our private equity K-Series vehicles, and North America Fund XIV, and (iii)
appreciation in investment value primarily from Global Impact Fund II, Americas Fund XII and European Fund VI. Partially
offsetting the increases were distributions to fund investors primarily as a result of realized proceeds, most notably from
Americas Fund XII, North America Fund XI, and Asian Fund III.
For the six months ended June 30, 2026, the value of our traditional private equity investment portfolio appreciated by
5%. This was comprised of a 25% increase in share prices of publicly held investments and a 2% increase in value of our
privately held investments. For the six months ended June 30, 2026, the value of our growth equity investment portfolio
(including our global impact strategy) increased 18%, and the value of our core private equity investment portfolio decreased
3%.
Real Assets
The following table reflects the changes in the AUM of our Real Assets business line from December 31, 2025 to June 30,
2026:
_($ in millions)_
| | |
| --- | --- |
| December 31, 2025 | $192,480 |
| New Capital Raised | 23,472 |
| Distributions and Other | (6,296) |
| Redemptions | (314) |
| Change in Value | 1,577 |
| June 30, 2026 | $210,919 |
AUM of our Real Assets business line was $210.9 billion at June 30, 2026, an increase of $18.4 billion, compared to $192.5
billion at December 31, 2025.
The increase was primarily attributable to (i) new capital raised from Helix Digital Infrastructure, our infrastructure K-
Series vehicles, and Global Infrastructure Investors V, and, to a lesser extent, (ii) appreciation in investment value from our
infrastructure K-Series vehicles and Diversified Core Infrastructure Fund. Partially offsetting the increase were (i) payments to
Global Atlantic policyholders, and (ii) distributions to fund investors as a result of realized proceeds, most notably from Global
Infrastructure Investors III and one of our infrastructure separately managed accounts with a public pension plan.
For the six months ended June 30, 2026, the value of our infrastructure investment portfolio appreciated 3% and the
value of our opportunistic real estate equity investment portfolio decreased 2%.
Credit and Liquid Strategies
The following table reflects the changes in the AUM of our Credit and Liquid Strategies business line from December 31,
2025 to June 30, 2026:
_($ in millions)_
| | |
| --- | --- |
| December 31, 2025 | $322,004 |
| New Capital Raised | 24,348 |
| Distributions and Other | (15,728) |
| Redemptions | (4,187) |
| Change in Value | 4,395 |
| June 30, 2026 | $330,832 |
AUM of our Credit and Liquid Strategies business line totaled $330.8 billion at June 30, 2026, an increase of $8.8 billion
compared to AUM of $322.0 billion at December 31, 2025.
The increase was primarily attributable to (i) new capital raised from Global Atlantic inflows and various alternative credit
and leveraged credit investment funds, (ii) CLO issuances and, to a lesser extent, (iii) investment value appreciation on assets
managed by Marshall Wace. Partially offsetting the increase were (i) payments to Global Atlantic policyholders, (ii)
distributions to, and redemptions from, fund investors at certain alternative and leveraged credit funds, and (iii) redemptions
at Marshall Wace.
Fee Paying Assets Under Management
Private Equity
The following table reflects the changes in the FPAUM of our Private Equity business line from December 31, 2025 to June
30, 2026:
_($ in millions)_
| | |
| --- | --- |
| December 31, 2025 | $151,239 |
| New Capital Raised | 13,998 |
| Acquisitions (1) | 10,084 |
| Distributions and Other | (5,050) |
| Redemptions | (337) |
| Net Changes in Fee Base of Certain Funds | (2,412) |
| Change in Value | 615 |
| June 30, 2026 | $168,137 |
(1) Reflects the FPAUM of Arctos at closing.
FPAUM of our Private Equity business line was $168.1 billion at June 30, 2026, an increase of $16.9 billion, compared to
$151.2 billion at December 31, 2025.
The increase was primarily attributable to (i) investment funds managed by Arctos Partners, which we acquired on May 4,
2026, and (ii) new capital raised from Asian Fund V, North America Fund XIV and our private equity K-Series vehicles. Partially
offsetting the increase were (i) a change in fee base at Asian Fund IV and Next Generation Technology Growth Fund III as a
result of these funds entering their post-investment periods, during which we earn fees on invested capital rather than
committed capital, and (ii) distributions to fund investors primarily as a result of realized proceeds, most notably from Asian
Fund III and Americas Fund XII, and (iii) fees waived at European Fund IV in exchange for extending the term of the fund.
Real Assets
The following table reflects the changes in the FPAUM of our Real Assets business line from December 31, 2025 to June
30, 2026:
_($ in millions)_
| | |
| --- | --- |
| December 31, 2025 | $163,451 |
| New Capital Raised | 17,252 |
| Distributions and Other | (4,862) |
| Redemptions | (314) |
| Change in Value | (229) |
| June 30, 2026 | $175,298 |
FPAUM of our Real Assets business line was $175.3 billion at June 30, 2026, an increase of $11.8 billion, compared to
$163.5 billion at December 31, 2025.
The increase was primarily attributable to new capital raised from our infrastructure K-Series vehicles, Global
Infrastructure Investors V, and Asia Infrastructure III. Partially offsetting the increase were (i) payments to Global Atlantic
policyholders, and (ii) distributions to fund investors as a result of realized proceeds, most notably from Global Infrastructure
Investors III.
Credit and Liquid Strategies
The following table reflects the changes in the FPAUM of our Credit and Liquid Strategies business line from December
31, 2025 to June 30, 2026:
($ in millions)
December 31, 2025 $289,454
New Capital Raised 23,783
| | |
| --- | --- |
| Distributions and Other | (18,214) |
| Redemptions | (4,187) |
| Change in Value | 4,132 |
| June 30, 2026 | $294,968 |
FPAUM of our Credit and Liquid Strategies business line was $295.0 billion at June 30, 2026, an increase of $5.5 billion,
compared to $289.5 billion at December 31, 2025.
The increase was primarily attributable to (i) new capital raised from Global Atlantic inflows, (ii) CLO issuances, and
deployment at various alternative credit and leveraged credit investment funds, and, to a lesser extent, (iii) investment value
appreciation on assets managed by Marshall Wace. Partially offsetting the increase were (i) payments to Global Atlantic
policyholders, (ii) distributions to, and redemptions from, fund investors at certain alternative and leveraged credit funds, and
(iii) redemptions at Marshall Wace.
See “Risk Factors” in our Annual Report and “—Business Environment” for more information about the factors that may
impact our business, financial performance, operating results and valuations.
Uncalled Commitments
Private Equity
As of June 30, 2026, our Private Equity business line had $64.9 billion of remaining uncalled commitments that could be
called for investments in new transactions as compared to $52.3 billion as of December 31, 2025. The increase was primarily
attributable to new capital commitments from fund investors, which was partially offset by capital called from fund investors
to make investments during the period.
Real Assets
As of June 30, 2026, our Real Assets business line had $45.8 billion of remaining uncalled commitments that could be
called for investments in new transactions as compared to $35.0 billion as of December 31, 2025. The increase was primarily
attributable to new capital commitments from fund investors, which was partially offset by capital called from fund investors
to make investments during the period.
Credit and Liquid Strategies
As of June 30, 2026, our Credit and Liquid Strategies business line had $32.0 billion of remaining uncalled commitments
that could be called for investments in new transactions as compared to $31.1 billion as of December 31, 2025. The increase
was primarily attributable to new capital commitments from fund investors, which was partially offset by capital called from
fund investors to make investments during the period.
Capital Invested
Private Equity
For the six months ended June 30, 2026, $7.4 billion of capital was invested by our Private Equity business line, as
compared to $9.2 billion for the six months ended June 30, 2025. The decrease was driven primarily by a $2.4 billion decrease
in capital invested in our core private equity strategy, partially offset by a $0.6 billion increase in our traditional private equity
strategy. During the six months ended June 30, 2026, 67% of capital deployed in private equity was in transactions in North
America, 10% was in Europe, and 23% was in the Asia-Pacific region. The number of large private equity investments made in
any quarterly or year-to-date period is volatile and, consequently, a significant amount of capital invested in one period or a
few periods may not be indicative of a similar level of capital deployment in future periods.
Real Assets
For the six months ended June 30, 2026, $15.6 billion of capital was invested by our Real Assets business line, as
compared to $9.8 billion for the six months ended June 30, 2025. The increase was driven primarily by a $4.0 billion increase
in capital invested in our infrastructure strategy and $2.3 billion increase in capital invested in our real estate strategy,
partially offset by a $0.6 billion decrease in capital invested in our energy strategy. During the six months ended June 30,
2026, 57% of capital deployed in real assets was in transactions in North America, 22% was in Europe, and 21% was in the
Asia-Pacific region. The number of large real assets investments made in any quarterly or year-to-date period is volatile and,
consequently, a significant amount of capital invested in one period or a few periods may not be indicative of a similar level of
capital deployment in future periods.
Credit and Liquid Strategies
For the six months ended June 30, 2026, $22.9 billion of capital was invested by our Credit and Liquid Strategies business
line, as compared to $17.6 billion for the six months ended June 30, 2025. The increase was driven primarily by a higher level
of capital deployed across our alternative credit strategies, most notably asset-based finance, partially offset by a decrease in
direct lending. During the six months ended June 30, 2026, 83% of capital deployed was in transactions in North America, 15%
was in Europe, and 2% was in the Asia-Pacific region.
Analysis of Insurance Segment Operating Results
The following table sets forth information regarding KKR's insurance segment operating results for the six months ended
June 30, 2026 and 2025.
Effective beginning in the first quarter of 2026, the information regularly provided to management for the Insurance
Segment was modified to reclassify certain operating expenses from “General, Administrative and Other” to “Net Cost of
Insurance.” Prior period segment information has been recast to conform to the current period presentation. This
reclassification had no impact on Insurance Operating Earnings.
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Net Investment Income | $3,854,599 | $3,517,868 | $336,731 |
| Net Cost of Insurance | (2,922,221) | (2,614,963) | (307,258) |
| General, Administrative and Other | (383,828) | (366,201) | (17,627) |
| Insurance Operating Earnings | $548,550 | $536,704 | $11,846 |
Net Investment Income
Net investment income increased for the six months ended June 30, 2026, as compared to the six months ended June 30,
2025, primarily due to (i) increased average assets under management from the cumulative impact of new business volume
growth, (ii) realization of investments, and (iii) higher average portfolio yields due to repositioning the portfolio into higher
yielding fixed maturity debt securities, and investment in alternative asset classes, such as real assets.
Net Cost of Insurance
Net cost of insurance increased for the six months ended June 30, 2026, as compared to the six months ended June 30,
2025, primarily due to (i) growth in reserves in the institutional and individual market channels as a result of the cumulative
impact of new business volumes in the preceding twelve months, and (ii) higher average funding costs due to higher crediting
rates and the routine run-off of older business originated in a lower interest rate environment.
General, Administrative and Other Expenses
General, administrative and other expenses increased for the six months ended June 30, 2026, as compared to the six
months ended June 30, 2025, primarily due to (i) an increase in technology-related expenses, and (ii) higher interest expense.
Insurance Operating Earnings
Insurance operating earnings increased for the six months ended June 30, 2026, as compared to the six months ended
June 30, 2025, primarily due to an increase in net investment income due to an increase in average assets under
management, increased investment realizations, and higher portfolio yields, partially offset by an increase in net cost of
insurance due to the cumulative impact of new business volume growth and higher crediting rates.
Analysis of Strategic Holdings Segment Operating Results
The following table sets forth information regarding KKR's strategic holdings segment operating results for the six months
ended June 30, 2026 and 2025:
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Dividends, Net | $85,332 | $60,607 | $24,725 |
| Strategic Holdings Operating Earnings | 85,332 | 60,607 | 24,725 |
| Net Realized Investment Income | 30,065 | — | 30,065 |
| Strategic Holdings Segment Earnings | $115,397 | $60,607 | $54,790 |
Dividends, Net
For the six months ended June 30, 2026, dividends, net were comprised of dividend income from USI Insurance Services
LLC and Viridor Limited. For the six months ended June 30, 2025, dividends, net were comprised of dividend income from
April SA, Atlantic Aviation FBO Inc. (infrastructure: transportation sector), and ERM Worldwide Group Limited (services
sector). For the six months ended June 30, 2026, the management fee charged by our Asset Management segment was $21.9
million and for the six months ended June 30, 2025, the management fee was $17.2 million.
Net Realized Investment Income
For the six months ended June 30, 2026, net realized investment income was comprised of a realized gain from the partial
sale of Viridor Limited. For the six months ended June 30, 2025, there was no net realized investment income earned. Net
realized investment income earned in our Strategic Holdings segment is reduced by a performance fee charged by our Asset
Management segment. For the six months ended June 30, 2026, the performance fee was $5.3 million.
Strategic Holdings Segment Earnings
Strategic Holdings segment earnings for the six months ended June 30, 2026, was higher compared to the prior period
due to a higher level of dividends, and net realized investment income in the current period.
Analysis of Non-GAAP Performance Measures
The following is a discussion of our Non-GAAP performance measures for the three months ended June 30, 2026 and
2025:
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Three Months Ended / Change |
| --- | --- | --- | --- |
| Fee Related Earnings | $1,214,148 | $886,754 | $327,394 |
| Insurance Operating Earnings | 288,220 | 277,932 | 10,288 |
| Strategic Holdings Operating Earnings | 37,036 | 29,121 | 7,915 |
| Total Operating Earnings | 1,539,404 | 1,193,807 | 345,597 |
| Net Realized Performance Income | 211,884 | 109,314 | 102,570 |
| Net Realized Investment Income | 191,325 | 130,898 | 60,427 |
| Total Investing Earnings | 403,209 | 240,212 | 162,997 |
| Total Segment Earnings | 1,942,613 | 1,434,019 | 508,594 |
| Interest Expense, Net and Other | (135,544) | (93,607) | (41,937) |
| Income Taxes on Adjusted Earnings | (314,375) | (277,062) | (37,313) |
| Adjusted Net Income | $1,492,694 | $1,063,350 | $429,344 |
Total Operating Earnings
The increase in total operating earnings for the three months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of fee related earnings and to a lesser extent insurance operating earnings, and strategic
holdings operating earnings. For a discussion of fee related earnings, insurance operating earnings, and strategic holdings
operating earnings, see “—Analysis of Asset Management Segment Operating Results”, “—Analysis of Insurance Segment
Operating Results”, and “—Analysis of Strategic Holdings Segment Operating Results.”
Total Investing Earnings
The increase in total investing earnings for the three months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of net realized investment income and net realized performance income. For a discussion of net
realized performance income and net realized investment income, see “—Analysis of Asset Management Segment Operating
Results” and “—Analysis of Strategic Holdings Segment Operating Results.”
Total Segment Earnings
The increase in total segment earnings for the three months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of total operating earnings and total investing earnings.
Adjusted Net Income
The increase in adjusted net income for the three months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of total segment earnings, partially offset by an increase in income taxes on adjusted earnings
and interest expense, net and other.
Interest Expense, Net and Other
The increase in interest expense, net and other for the three months ended June 30, 2026 compared to the prior period
was primarily due to (i) a higher level of interest expense from note issuances subsequent to June 30, 2025 and (ii) a lower
amount of bank interest income in the current period.
Income Taxes on Adjusted Earnings
The increase in income taxes on adjusted earnings for the three months ended June 30, 2026 compared to the prior
period was primarily due to a higher level of total segment earnings.
For the three months ended June 30, 2026 and 2025, the amount of tax benefit from equity-based compensation
included in income taxes on adjusted earnings was $55.4 million and $29.2 million, respectively. The inclusion of the tax
benefit from equity-based compensation in Adjusted Net Income had the effect of increasing this measure by 4% and 3%, for
the three months ended June 30, 2026 and 2025, respectively.
Analysis of Non-GAAP Performance Measures
The following is a discussion of our Non-GAAP performance measures for the six months ended June 30, 2026 and 2025.
| ($ in thousands) | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 | Six Months Ended / Change |
| --- | --- | --- | --- |
| Fee Related Earnings | $2,230,523 | $1,709,357 | $521,166 |
| Insurance Operating Earnings | 548,550 | 536,704 | 11,846 |
| Strategic Holdings Operating Earnings | 85,332 | 60,607 | 24,725 |
| Total Operating Earnings | 2,864,405 | 2,306,668 | 557,737 |
| Net Realized Performance Income | 409,075 | 197,303 | 211,772 |
| Net Realized Investment Income | 294,941 | 316,161 | (21,220) |
| Total Investing Earnings | 704,016 | 513,464 | 190,552 |
| Total Segment Earnings | 3,568,421 | 2,820,132 | 748,289 |
| Interest Expense, Net and Other | (263,848) | (185,077) | (78,771) |
| Income Taxes on Adjusted Earnings | (562,340) | (537,717) | (24,623) |
| Adjusted Net Income | $2,742,233 | $2,097,338 | $644,895 |
Total Operating Earnings
The increase in total operating earnings for the six months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of fee related earnings and to a lesser extent insurance operating earnings and strategic
holdings operating earnings. For a discussion of fee related earnings, insurance operating earnings, and strategic holdings
operating earnings, see “—Analysis of Asset Management Segment Operating Results”, “—Analysis of Insurance Segment
Operating Results”, and “—Analysis of Strategic Holdings Segment Operating Results.”
Total Investing Earnings
The increase in total investing earnings for the six months ended June 30, 2026 compared to the prior period was
primarily due to a higher level of net realized performance income, partially offset by a lower level of net realized investment
income. For a discussion of net realized performance income and net realized investment income, see “—Analysis of Asset
Management Segment Operating Results” and “—Analysis of Strategic Holdings Segment Operating Results.”
Total Segment Earnings
The increase in total segment earnings for the six months ended June 30, 2026 compared to the prior period was
primarily due to an increase in total operating earnings and to a lesser extent total investing earnings.
Adjusted Net Income
The increase in adjusted net income for the six months ended June 30, 2026 compared to the prior period was primarily
due to a higher level of total segment earnings, partially offset by an increase in interest expense, net and other and income
taxes on adjusted earnings.
Interest Expense, Net and Other
The increase in interest expense, net and other for the six months ended June 30, 2026 compared to the prior period was
primarily due to (i) a higher level of interest expense from note issuances subsequent to June 30, 2025, (ii) lower amount of
bank interest income in the current period, and (iii) dividends paid on the Series D Mandatory Convertible Preferred Stock
that was issued in March 2025.
Income Taxes on Adjusted Earnings
The increase in income taxes on adjusted earnings for the six months ended June 30, 2026 compared to the prior period
was primarily due to a higher level of total segment earnings, partially offset by the higher level of certain income tax
deductions and credits.
For the six months ended June 30, 2026 and 2025, the amount of the tax benefit from equity-based compensation
included in income taxes on adjusted earnings was $76.8 million and $60.0 million, respectively. The inclusion of the tax
benefit from equity-based compensation in Adjusted Net Income had the effect of increasing this measure by 3% for both the
six months ended June 30, 2026 and 2025.
Fund Performance Metrics
Private Equity
The table below presents information as of June 30, 2026, relating to our current private equity and other investment
vehicles reported in our Private Equity business line for which we have the ability to earn carried interest. This data does not
reflect acquisitions or disposals of investments, changes in investment values, or distributions occurring after June 30, 2026.
| Line item | Investment Period / Start Date(1) | Investment Period / End Date (2) | Amount ($ in millions) / Commitment (3) | Amount ($ in millions) / Uncalled Commitments | Amount ($ in millions) / Invested | Amount ($ in millions) / Realized | Amount ($ in millions) / Remaining Cost (4) | Amount ($ in millions) / Remaining Fair Value | Amount ($ in millions) / Gross Accrued Carried Interest |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Private Equity Business Line | | | | | | | | | |
| North America Fund XIV | 4/2025 | 4/2031 | $21,893 | $19,150 | $2,743 | $— | $2,743 | $3,101 | $4 |
| North America Fund XIII | 8/2021 | 4/2025 | 18,400 | 1,219 | 17,483 | 566 | 16,986 | 24,844 | 1,270 |
| Americas Fund XII | 5/2017 | 5/2021 | 13,500 | 1,290 | 12,856 | 22,476 | 6,997 | 13,513 | 1,117 |
| North America Fund XI | 11/2012 | 1/2017 | 8,718 | 48 | 10,203 | 25,152 | 1,172 | 1,882 | 224 |
| 2006 Fund (5) | 9/2006 | 9/2012 | 17,642 | — | 17,309 | 37,423 | — | — | — |
| Millennium Fund (5) | 12/2002 | 12/2008 | 6,000 | — | 6,000 | 14,129 | — | — | — |
| Ascendant Fund | 6/2022 | 6/2028 | 4,328 | 2,193 | 2,135 | — | 2,135 | 2,573 | 37 |
| European Fund VI | 6/2022 | 6/2028 | 7,513 | 1,795 | 5,719 | — | 4,551 | 7,269 | 196 |
| European Fund V | 7/2019 | 2/2022 | 6,377 | 501 | 5,997 | 3,445 | 4,223 | 6,163 | 356 |
| European Fund IV | 2/2015 | 3/2019 | 3,513 | 16 | 3,648 | 5,726 | 1,621 | 2,179 | 97 |
| European Fund III (5) | 3/2008 | 3/2014 | 5,506 | — | 5,360 | 10,647 | — | — | — |
| European Fund II (5) | 11/2005 | 10/2008 | 5,751 | — | 5,751 | 8,533 | — | — | — |
| Asian Fund IV | 7/2020 | 6/2026 | 14,735 | 3,862 | 12,128 | 4,884 | 11,132 | 15,579 | 872 |
| Asian Fund III | 8/2017 | 7/2020 | 9,000 | 1,267 | 8,274 | 12,544 | 4,559 | 8,042 | 808 |
| Asian Fund II | 10/2013 | 3/2017 | 5,825 | — | 7,507 | 6,723 | 1,270 | 719 | — |
| Asian Fund (5) | 7/2007 | 4/2013 | 3,983 | — | 3,974 | 8,728 | — | — | — |
| Next Generation Technology Growth Fund III | 11/2022 | 3/2026 | 2,740 | 734 | 2,006 | — | 2,006 | 2,313 | — |
| Next Generation Technology Growth Fund II | 12/2019 | 5/2022 | 2,088 | 26 | 2,297 | 1,846 | 1,636 | 2,459 | 143 |
| Next Generation Technology Growth Fund | 3/2016 | 12/2019 | 659 | 5 | 671 | 1,661 | 162 | 500 | 35 |
| Health Care Strategic Growth Fund II | 5/2021 | 5/2027 | 3,789 | 1,348 | 2,441 | 103 | 2,315 | 3,714 | 189 |
| Health Care Strategic Growth Fund | 12/2016 | 4/2021 | 1,331 | 85 | 1,410 | 1,085 | 988 | 1,707 | 135 |
| Global Impact Fund II | 6/2022 | 6/2028 | 2,709 | 1,318 | 1,393 | — | 1,027 | 3,454 | 370 |
| Global Impact Fund | 2/2019 | 3/2022 | 1,242 | 186 | 1,238 | 916 | 884 | 1,221 | 98 |
| Co-Investment Vehicles and Other | Various | Various | 52,030 | 10,566 | 42,169 | 19,286 | 31,598 | 39,296 | 1,676 |
| Core Investors II | 8/2022 | 8/2027 | 11,814 | 7,963 | 3,852 | 136 | 3,852 | 4,661 | (10) |
| Core Investors I | 2/2018 | 8/2022 | 8,500 | 23 | 10,540 | 2,989 | 8,559 | 16,890 | (43) |
| Other Core Vehicles | Various | Various | 7,622 | 1,171 | 6,528 | 2,375 | 5,773 | 9,609 | 27 |
| Arctos Keystone Fund I & Affiliated Funds | Various | Various | 6,208 | 5,763 | 445 | — | 445 | 498 | — |
| Arctos Sports Partners Fund II & Affiliated Funds | Various | Various | 4,220 | 2,168 | 2,087 | 64 | 2,023 | 3,179 | 32 |
| Arctos Sports Partners Fund I & Affiliated Funds | Various | Various | 2,919 | 511 | 2,644 | 318 | 2,419 | 5,246 | 75 |
| Unallocated Commitments (6) | N/A | N/A | 1,645 | 1,645 | — | — | — | — | — |
| Total Private Equity | | | $262,200 | $64,853 | $206,808 | $191,755 | $121,076 | $180,611 | $7,708 |
(1) The start date represents the start of the fund's investment period as defined in the fund's governing documents and may or may not be the same as the
date upon which management fees begin to accrue.
(2) The end date represents the end of the fund's investment period as defined in the fund's governing documents and is generally not the date upon which
management fees cease to accrue. For funds that initially charge management fees on the basis of committed capital, the end date is generally the date
on or after which the management fees begin to be calculated instead on the basis of invested capital and may, for certain funds, begin to be calculated
using a lower rate.
(3) The commitment represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general
partner. Foreign currency commitments have been converted into U.S. dollars based on the exchange rate that prevailed on June 30, 2026.
(4) The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital.
(5) The “Invested” and “Realized” columns do not include the amounts of any realized investments that restored the unused capital commitments of the fund
investors, if any.
(6)“Unallocated Commitments” represent commitments received from our strategic investor partnerships that have yet to be allocated to a particular
investment strategy.
Real Assets
The table below presents information as of June 30, 2026, relating to our current real asset and other investment vehicles
reported in our Real Assets business line for which we have the ability to earn carried interest. This data does not reflect
acquisitions or disposals of investments, changes in investment values, or distributions occurring after June 30, 2026.
| Line item | Investment Period / Start Date (1) | Investment Period / End Date (2) | Amount ($ in millions) / Commitment (3) | Amount ($ in millions) / Uncalled Commitments | Amount ($ in millions) / Invested | Amount ($ in millions) / Realized | Amount ($ in millions) / Remaining Cost (4) | Amount ($ in millions) / Remaining Fair Value | Amount ($ in millions) / Gross Accrued Carried Interest |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Real Assets Business Line | | | | | | | | | |
| Global Infrastructure Investors V | 7/2024 | 7/2030 | $18,558 | $14,872 | $3,799 | $114 | $3,799 | $4,123 | $15 |
| Global Infrastructure Investors IV | 8/2021 | 6/2024 | 16,606 | 1,724 | 15,253 | 1,835 | 14,522 | 19,739 | 1,075 |
| Global Infrastructure Investors III | 7/2018 | 6/2021 | 7,173 | 466 | 7,073 | 6,649 | 3,080 | 4,246 | 202 |
| Global Infrastructure Investors II | 12/2014 | 6/2018 | 3,040 | 130 | 3,167 | 5,770 | 560 | 1,021 | 55 |
| Global Infrastructure Investors | 9/2010 | 10/2014 | 1,040 | — | 1,050 | 2,228 | — | — | — |
| Asia Pacific Infrastructure Investors III | 12/2025 | 12/2031 | 5,906 | 5,906 | — | — | — | — | — |
| Asia Pacific Infrastructure Investors II | 9/2022 | 9/2028 | 6,348 | 2,500 | 4,250 | 825 | 3,539 | 5,018 | 281 |
| Asia Pacific Infrastructure Investors | 1/2020 | 9/2022 | 3,792 | 537 | 3,617 | 2,365 | 2,251 | 3,070 | 193 |
| Diversified Core Infrastructure Fund | 12/2020 | (5) | 14,855 | 1,704 | 13,154 | 1,871 | 13,035 | 14,395 | — |
| Global Climate Transition Fund(6) | 7/2024 | 7/2030 | 3,562 | 3,562 | — | — | — | — | — |
| Real Estate Partners Americas IV | 11/2024 | 11/2028 | 2,602 | 1,803 | 799 | — | 799 | 934 | 8 |
| Real Estate Partners Americas III | 1/2021 | 9/2024 | 4,253 | 500 | 4,002 | 384 | 3,735 | 4,295 | — |
| Real Estate Partners Americas II | 5/2017 | 12/2020 | 1,921 | 116 | 1,989 | 3,105 | 137 | 47 | 1 |
| Real Estate Partners Americas | 5/2013 | 5/2017 | 1,229 | 15 | 1,024 | 1,446 | — | — | (4) |
| Real Estate Partners Europe III | 7/2024 | 7/2028 | 772 | 468 | 315 | 58 | 283 | 295 | 2 |
| Real Estate Partners Europe II | 3/2020 | 12/2023 | 2,066 | 218 | 2,053 | 636 | 1,664 | 1,382 | — |
| Real Estate Partners Europe | 8/2015 | 12/2019 | 710 | 98 | 695 | 813 | 169 | 73 | — |
| Asia Real Estate Partners II | 10/2023 | 10/2027 | 789 | 526 | 263 | 36 | 243 | 320 | 7 |
| Asia Real Estate Partners | 7/2019 | 7/2023 | 1,682 | 350 | 1,384 | 655 | 945 | 802 | — |
| Property Partners Americas | 12/2019 | (5) | 2,571 | 46 | 2,525 | 179 | 2,525 | 2,286 | — |
| Real Estate Credit Opportunity Partners II | 8/2019 | 6/2023 | 950 | — | 976 | 641 | 722 | 731 | 30 |
| Real Estate Credit Opportunity Partners | 2/2017 | 4/2019 | 1,130 | 122 | 1,008 | 717 | 964 | 954 | — |
| Opportunistic Real Estate Credit Fund III | 6/2026 | (7) | 950 | 950 | — | — | — | — | — |
| Opportunistic Real Estate Credit Fund II | 6/2023 | 6/2026 | 607 | 155 | 453 | 23 | 453 | 484 | 7 |
| Energy Related Vehicles | Various | Various | 4,357 | 62 | 4,493 | 2,611 | 917 | 1,625 | 64 |
| Co-Investment Vehicles & Other | Various | Various | 26,760 | 7,093 | 19,752 | 4,814 | 17,673 | 18,805 | 112 |
| Unallocated Commitments(8) | N/A | N/A | 1,356 | 1,356 | — | — | — | — | — |
| Total Real Assets | | | $135,585 | $45,279 | $93,094 | $37,775 | $72,015 | $84,645 | $2,048 |
(1) The start date represents the start of the fund's investment period as defined in the fund's governing documents and may or may not be the same as the
date upon which management fees begin to accrue.
(2) The end date represents the end of the fund's investment period as defined in the fund's governing documents and is generally not the date upon which
management fees cease to accrue. For funds that initially charge management fees on the basis of committed capital, the end date is generally the date
on or after which the management fees begin to be calculated instead on the basis of invested capital and may, for certain funds, begin to be calculated
using a lower rate.
(3) The commitment represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general
partner. Foreign currency commitments have been converted into U.S. dollars based on the exchange rate that prevailed on June 30, 2026.
(4) The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital.
(5) Open-ended fund.
(6) Includes an Asia-focused vehicle with different fund terms.
(7) Third anniversary of the fund's final closing date.
(8)“Unallocated Commitments” represent commitments received from our strategic investor partnerships that have yet to be allocated to a particular
investment strategy.
Private Equity and Real Asset Performance
The table below presents information as of June 30, 2026, relating to the historical performance of certain of our Private
Equity and Real Assets investment vehicles since inception, which we believe illustrates the benefits of our investment
approach. This data does not reflect additional capital raised since June 30, 2026, or acquisitions or disposals of investments,
changes in investment values, or distributions occurring after that date. The information presented below is not intended to
be representative of any past or future performance for any particular period other than the period presented below. Past
performance is no guarantee of future results.
| Private Equity and Real Assets Business Lines Investment Funds and Other Vehicles | Commitment (2) | Invested | Realized (4) | Unrealized | Total Value | Gross IRR (5) | Net IRR (5) | Gross Multiple of Invested Capital (5) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | ($ in millions) | | | | | | | |
| Total Investments | | | | | | | | |
| Legacy Funds (1) | | | | | | | | |
| 1976 Fund | $31 | $31 | $537 | $— | $537 | 39.5% | 35.5% | 17.1 |
| 1980 Fund | 357 | 357 | 1,828 | — | 1,828 | 29.0% | 25.8% | 5.1 |
| 1982 Fund | 328 | 328 | 1,291 | — | 1,291 | 48.1% | 39.2% | 3.9 |
| 1984 Fund | 1,000 | 1,000 | 5,964 | — | 5,964 | 34.5% | 28.9% | 6.0 |
| 1986 Fund | 672 | 672 | 9,081 | — | 9,081 | 34.4% | 28.9% | 13.5 |
| 1987 Fund | 6,130 | 6,130 | 14,949 | — | 14,949 | 12.1% | 8.9% | 2.4 |
| 1993 Fund | 1,946 | 1,946 | 4,143 | — | 4,143 | 23.6% | 16.8% | 2.1 |
| 1996 Fund | 6,012 | 6,012 | 12,477 | — | 12,477 | 18.0% | 13.3% | 2.1 |
| Subtotal - Legacy Funds | 16,475 | 16,475 | 50,269 | — | 50,269 | 26.1% | 19.9% | 3.1 |
| Included Funds | | | | | | | | |
| European Fund (1999) | 3,085 | 3,085 | 8,758 | — | 8,758 | 26.9% | 20.2% | 2.8 |
| Millennium Fund (2002) | 6,000 | 6,000 | 14,129 | — | 14,129 | 22.0% | 16.1% | 2.4 |
| European Fund II (2005) | 5,751 | 5,751 | 8,533 | — | 8,533 | 6.1% | 4.5% | 1.5 |
| 2006 Fund (2006) | 17,642 | 17,309 | 37,423 | — | 37,423 | 11.9% | 9.3% | 2.2 |
| Asian Fund (2007) | 3,983 | 3,974 | 8,728 | — | 8,728 | 18.9% | 13.7% | 2.2 |
| European Fund III (2008) | 5,506 | 5,360 | 10,647 | — | 10,647 | 16.4% | 11.2% | 2.0 |
| E2 Investors (Annex Fund) (2009) | 196 | 196 | 200 | — | 200 | 0.6% | 0.5% | 1.0 |
| China Growth Fund (2010) | 1,010 | 1,010 | 1,166 | — | 1,166 | 3.7% | —% | 1.2 |
| Natural Resources Fund (2010) | 887 | 887 | 168 | — | 168 | (24.3)% | (25.9)% | 0.2 |
| Global Infrastructure Investors (2010) | 1,040 | 1,050 | 2,228 | — | 2,228 | 17.6% | 15.6% | 2.1 |
| North America Fund XI (2012) | 8,718 | 10,203 | 25,152 | 1,882 | 27,034 | 23.4% | 18.9% | 2.6 |
| Asian Fund II (2013) | 5,825 | 7,507 | 6,723 | 719 | 7,442 | (0.3)% | (1.7)% | 1.0 |
| Real Estate Partners Americas (2013) | 1,229 | 1,024 | 1,446 | — | 1,446 | 15.8% | 10.9% | 1.4 |
| Energy Income and Growth Fund (2013) | 1,589 | 1,589 | 1,221 | — | 1,221 | (6.2)% | (8.6)% | 0.8 |
| Global Infrastructure Investors II (2014) | 3,040 | 3,167 | 5,770 | 1,021 | 6,791 | 19.3% | 16.6% | 2.1 |
| European Fund IV (2015) | 3,513 | 3,648 | 5,726 | 2,179 | 7,905 | 20.4% | 15.3% | 2.2 |
| Real Estate Partners Europe (2015) | 710 | 695 | 813 | 73 | 886 | 8.5% | 5.6% | 1.3 |
| Next Generation Technology Growth Fund (2016) | 659 | 671 | 1,661 | 500 | 2,161 | 27.3% | 23.1% | 3.2 |
| Health Care Strategic Growth Fund (2016) | 1,331 | 1,410 | 1,085 | 1,707 | 2,792 | 16.7% | 12.1% | 2.0 |
| Americas Fund XII (2017) | 13,500 | 12,856 | 22,476 | 13,513 | 35,989 | 23.6% | 19.6% | 2.8 |
| Real Estate Credit Opportunity Partners (2017) | 1,130 | 1,008 | 717 | 954 | 1,671 | 8.6% | 7.3% | 1.7 |
| Core Investors I (2018) | 8,500 | 10,540 | 2,989 | 16,890 | 19,879 | 13.2% | 11.6% | 1.9 |
| Asian Fund III (2017) | 9,000 | 8,274 | 12,544 | 8,042 | 20,586 | 23.5% | 18.4% | 2.5 |
| Real Estate Partners Americas II (2017) | 1,921 | 1,989 | 3,105 | 47 | 3,152 | 23.7% | 19.1% | 1.6 |
| Global Infrastructure Investors III (2018) | 7,173 | 7,073 | 6,649 | 4,246 | 10,895 | 11.9% | 9.3% | 1.5 |
| Global Impact Fund (2019) | 1,242 | 1,238 | 916 | 1,221 | 2,137 | 14.7% | 10.6% | 1.7 |
| European Fund V (2019) | 6,377 | 5,997 | 3,445 | 6,163 | 9,608 | 11.9% | 9.2% | 1.6 |
| Energy Income and Growth Fund II (2018) | 994 | 1,199 | 757 | 1,444 | 2,201 | 14.5% | 12.9% | 1.8 |
| Asia Real Estate Partners (2019) | 1,682 | 1,384 | 655 | 802 | 1,457 | 1.7% | (1.2)% | 1.1 |
| Next Generation Technology Growth Fund II (2019) | 2,088 | 2,297 | 1,846 | 2,459 | 4,305 | 17.8% | 13.9% | 1.9 |
| Real Estate Credit Opportunity Partners II (2019) | 950 | 976 | 641 | 731 | 1,372 | 9.8% | 7.7% | 1.4 |
| Asia Pacific Infrastructure Investors (2020) | 3,792 | 3,617 | 2,365 | 3,070 | 5,435 | 14.7% | 10.9% | 1.5 |
| Asian Fund IV (2020) | 14,735 | 12,128 | 4,884 | 15,579 | 20,463 | 21.5% | 16.1% | 1.7 |
| Real Estate Partners Europe II (2020) | 2,066 | 2,053 | 636 | 1,382 | 2,018 | (0.6)% | (2.7)% | 1.0 |
| Arctos Sports Partners Fund I & Affiliated Funds (2020) | 2,919 | 2,644 | 318 | 5,246 | 5,564 | 23.3% | 21.6% | 2.1 |
| Real Estate Partners Americas III (2021) | 4,253 | 4,002 | 384 | 4,295 | 4,679 | 5.1% | 3.3% | 1.2 |
| Health Care Strategic Growth Fund II (2021) | 3,789 | 2,441 | 103 | 3,714 | 3,817 | 22.9% | 14.7% | 1.6 |
| North America Fund XIII (2021) | 18,400 | 17,483 | 566 | 24,844 | 25,410 | 15.6% | 11.9% | 1.5 |
| Global Infrastructure Investors IV (2021) | 16,606 | 15,253 | 1,835 | 19,739 | 21,574 | 13.1% | 10.1% | 1.4 |
| Core Investors II (2022) | 11,814 | 3,852 | 136 | 4,661 | 4,797 | 9.2% | 8.1% | 1.2 |
| Asia Pacific Infrastructure Investors II (2022) | 6,348 | 4,250 | 825 | 5,018 | 5,843 | 25.5% | 18.8% | 1.4 |
| Ascendant Fund (2022) | 4,328 | 2,135 | — | 2,573 | 2,573 | 16.8% | 8.3% | 1.2 |
| Next Generation Technology Growth Fund III (2022) | 2,740 | 2,006 | — | 2,313 | 2,313 | 9.7% | 4.3% | 1.2 |
| European Fund VI (2022) | 7,513 | 5,719 | — | 7,269 | 7,269 | 15.4% | 10.2% | 1.3 |
| Global Impact Fund II (2022) | 2,709 | 1,393 | — | 3,454 | 3,454 | 57.6% | 42.5% | 2.5 |
| Arctos Sports Partners Fund II & Affiliated Funds (2022) | 4,220 | 2,087 | 64 | 3,179 | 3,243 | 22.9% | 22.2% | 1.6 |
| Asia Real Estate Partners II (2023) | 789 | 263 | 36 | 320 | 356 | 25.1% | 13.6% | 1.4 |
| Real Estate Partners Europe III (2024) | 772 | 315 | 58 | 295 | 353 | 14.3% | 7.0% | 1.1 |
| Arctos Keystone Fund I & Affiliated Funds (2024)(3) | 6,208 | 445 | — | 498 | 498 | —% | —% | — |
| Global Infrastructure Investors V (2024)(3) | 18,558 | 3,799 | 114 | 4,123 | 4,237 | —% | —% | — |
| Global Climate Transition Fund (2024)(3) | 3,562 | — | — | — | — | —% | —% | — |
| Real Estate Partners Americas IV (2024)(3) | 2,602 | 799 | — | 934 | 934 | —% | —% | — |
| North America Fund XIV (2025)(3) | 21,893 | 2,743 | — | 3,101 | 3,101 | —% | —% | — |
| Asia Pacific Infrastructure Investors III (2025)(3) | 5,906 | — | — | — | — | —% | —% | — |
| Subtotal - Included Funds | 292,793 | 218,794 | 210,641 | 180,200 | 390,841 | 15.7% | 12.0% | 1.8 |
| All Funds | $309,268 | $235,269 | $260,910 | $180,200 | $441,110 | 25.5% | 18.5% | 1.9 |
(1) These funds were not contributed to KKR as part of the acquisition of the assets and liabilities of KKR & Co. (Guernsey) L.P. (formerly known as KKR Private
Equity Investors, L.P.) on October 1, 2009.
(2) Where commitments are not U.S. dollar-denominated, such amounts have been converted into U.S. dollars based on the exchange rate prevailing on June
30, 2026.
(3) The gross IRR, net IRR and gross multiple of invested capital are calculated for our investment funds that made their first investment at least 24 months
prior to June 30, 2026. We therefore have not calculated gross IRRs, net IRRs and gross multiples of invested capital with respect to these funds.
(4) An investment is considered realized when it has been disposed of or has otherwise generated disposition proceeds or current income that has been
distributed by the relevant fund.
(5) IRRs measure the aggregate annual compounded returns generated by a fund's investments over a holding period. Net IRRs are calculated after giving
effect to the allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses.
Gross IRRs are calculated before giving effect to the allocation of realized and unrealized carried interest and the payment of any applicable management
fees and organizational expenses.
The gross multiples of invested capital measure the aggregate value generated by a fund's investments in absolute terms. Each multiple of invested capital
is calculated by adding together the total realized and unrealized values of a fund's investments and dividing by the total amount of capital invested by the
fund. Such amounts do not give effect to the allocation of realized and unrealized carried interest or the payment of any applicable management fees or
organizational expenses.
KKR's Private Equity and Real Assets funds may utilize third-party financing facilities to provide liquidity to such funds. The above net and gross IRRs are
calculated from the time capital contributions are due from fund investors to the time fund investors receive a related distribution from the fund, and the
use of such financing facilities generally decreases the amount of time that would otherwise be used to calculate IRRs, which tends to increase IRRs when
fair value grows over time and decrease IRRs when fair value decreases over time.
For more information, see “Risk Factors—Risks Related to Our Investment Activities—Future results of our investments
may be different than, and may not achieve the levels of, any of our historical returns” in our Annual Report.
Credit and Liquid Strategies
The table below presents information as of June 30, 2026, relating to our current credit investment vehicles reported in
our Credit and Liquid Strategies business line for which we have the ability to earn carried interest. This data does not reflect
acquisitions or disposals of investments, changes in investment values, or distributions occurring after June 30, 2026.
| Line item | Investment Period / Start Date (1) | Investment Period / End Date (2) | Amount ($ in millions) / Commitment (3) | Amount ($ in millions) / Uncalled Commitments | Amount ($ in millions) / Invested | Amount ($ in millions) / Realized | Amount ($ in millions) / Remaining Cost (4) | Amount ($ in millions) / Remaining Fair Value | Amount ($ in millions) / Gross Accrued Carried Interest |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Credit and Liquid Strategies Business Line | | | | | | | | | |
| Opportunities Fund II | 11/2021 | 1/2026 | $2,324 | $581 | $1,743 | $374 | $1,565 | $1,886 | $59 |
| Dislocation Opportunities Fund | 8/2019 | 11/2021 | 2,790 | 268 | 2,522 | 1,911 | 1,228 | 1,302 | 69 |
| Special Situations Fund II | 2/2015 | 3/2019 | 3,525 | 284 | 3,241 | 2,651 | 615 | 584 | — |
| Special Situations Fund | 1/2013 | 1/2016 | 2,274 | 1 | 2,273 | 1,899 | 94 | 139 | — |
| Mezzanine Partners | 7/2010 | 3/2015 | 1,023 | 33 | 990 | 1,166 | 184 | 2 | — |
| Asset-Based Finance Partners II | 3/2024 | 3/2028 | 5,571 | 4,242 | 1,329 | 36 | 1,329 | 1,436 | 15 |
| Asset-Based Finance Partners | 10/2020 | 7/2025 | 2,059 | 351 | 1,708 | 788 | 1,413 | 1,504 | 83 |
| Private Credit Opportunities Partners II | 12/2015 | 12/2020 | 2,245 | 188 | 2,057 | 1,089 | 1,264 | 1,027 | — |
| Lending Partners IV | 3/2022 | 9/2026 | 1,150 | 173 | 977 | 222 | 977 | 996 | 16 |
| Lending Partners III | 4/2017 | 11/2021 | 1,498 | 540 | 958 | 1,254 | 390 | 329 | 28 |
| Lending Partners II | 6/2014 | 6/2017 | 1,336 | 157 | 1,179 | 1,276 | — | 3 | — |
| Lending Partners | 12/2011 | 12/2014 | 460 | 40 | 420 | 471 | — | — | — |
| Lending Partners Europe II | 5/2019 | 9/2023 | 837 | 141 | 696 | 813 | 192 | 213 | 9 |
| Lending Partners Europe | 3/2015 | 3/2019 | 848 | 184 | 662 | 632 | 53 | 45 | — |
| Asia Credit Opportunities II | 2/2025 | 12/2028 | 1,795 | 1,480 | 315 | — | 315 | 326 | — |
| Asia Credit Opportunities | 1/2021 | 5/2025 | 1,084 | 197 | 887 | 339 | 712 | 858 | 41 |
| Other Alternative Credit Vehicles | Various | Various | 18,262 | 7,343 | 11,487 | 7,530 | 6,032 | 7,548 | (6) |
| Total Credit and Liquid Strategies | | | $49,081 | $16,203 | $33,444 | $22,451 | $16,363 | $18,198 | $314 |
(1) The start date represents the start of the fund's investment period as defined in the fund's governing documents and may or may not be the same as the
date upon which management fees begin to accrue.
(2) The end date represents the end of the fund's investment period as defined in the fund's governing documents and is generally not the date upon which
management fees cease to accrue. For funds that initially charge management fees on the basis of committed capital, the end date is generally the date
on or after which the management fees begin to be calculated instead on the basis of invested capital and may, for certain funds, begin to be calculated
using a lower rate.
(3) The commitment represents the aggregate capital commitments to the fund, including capital commitments by third-party fund investors and the general
partner. Foreign currency commitments have been converted into U.S. dollars based on the foreign exchange rate that prevailed on June 30, 2026.
(4) The remaining cost represents the initial investment of the general partner and limited partners, reduced for returns of capital.
The following table presents information regarding certain leveraged credit strategies managed by KKR from inception to
June 30, 2026. The information presented below is not intended to be representative of any past or future performance for
any particular period other than the period presented below. Past performance is no guarantee of any future result.
| Leveraged Credit Strategy | Inception Date | Gross Returns | Net Returns | Benchmark (1) | Benchmark Gross Returns |
| --- | --- | --- | --- | --- | --- |
| Multi-Asset Credit Composite | Jul 2008 | 7.12% | 6.43% | 50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index (2) | 5.81% |
| Opportunistic Credit (3) | May 2008 | 10.22% | 8.75% | 50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index (3) | 5.98% |
| Bank Loans | Apr 2011 | 5.81% | 5.25% | S&P/LSTA Loan Index (4) | 4.86% |
| High-Yield | Apr 2011 | 6.26% | 5.68% | BoAML HY Master II Index (5) | 5.67% |
| European Leveraged Loans (6) | Sep 2009 | 4.93% | 4.41% | CS Inst West European Leveraged Loan Index (7) | 4.01% |
(1) The benchmarks referred to herein include the S&P/LSTA Leveraged Loan Index (the “S&P/LSTA Loan Index”), S&P/LSTA U.S. B/BB Ratings Loan Index (the
“S&P/LSTA BB-B Loan Index”), the Bank of America Merrill Lynch High Yield Master II Index (the “BoAML HY Master II Index”), the BofA Merrill Lynch BB-B
US High Yield Index (the “BoAML HY BB-B Constrained”), the Credit Suisse Institutional Western European Leveraged Loan Index (the “CS Inst West
European Leveraged Loan Index”), and S&P European Leveraged Loans (All Loans). The S&P/LSTA Loan Index is a daily tradable index for the U.S. loan
market that seeks to mirror the market-weighted performance of the largest institutional loans that meet certain criteria. The BoAML HY Master II Index is
an index for high-yield corporate bonds. It is designed to measure the broad high-yield market, including lower-rated securities. The CS Inst West
European Leveraged Loan Index contains only institutional loan facilities priced above 90, excluding TL and TLa facilities and loans rated CC, C or are in
default. The S&P European Leveraged Loan Index reflects the market-weighted performance of institutional leveraged loan portfolios investing in
European credits. While the returns of our leveraged credit strategies reflect the reinvestment of income and dividends, none of the indices presented in
the chart above reflect such reinvestment, which has the effect of increasing the reported relative performance of these strategies as compared to the
indices. Furthermore, these indices are not subject to management fees, incentive allocations, or expenses.
(2) Performance is based on a blended composite of Bank Loans, High Yield, and Structured Credit strategy accounts. The benchmark used for purposes of
comparison for the Multi-Asset Credit Composite strategy is based on 65% S&P/LSTA Loan Index and 35% BoAML HY Master II Index to May 2022, and
50% S&P/LSTA Loan Index, 50% BoAML HY Master II Index, from June 2022.
(3) The Opportunistic Credit strategy invests in high-yield securities and corporate loans with no preset allocation. The benchmark used for purposes of
comparison for the Opportunistic Credit strategy presented herein is based on 50% S&P/LSTA Loan Index and 50% BoAML HY Master II Index. Funds
within this strategy may utilize third-party financing facilities to enhance investment returns. In cases where financing facilities are used, the amounts
drawn on the facility are deducted from the assets of the fund in the calculation of net asset value, which tends to increase returns when net asset value
grows over time and decrease returns when net asset value decreases over time.
(4) Performance is based on a composite of portfolios that primarily invest in leveraged loans. The benchmark used for purposes of comparison for the Bank
Loans strategy is based on the S&P/LSTA Loan Index.
(5) Performance is based on a composite of portfolios that primarily invest in high-yield securities. The benchmark used for purposes of comparison for the
High Yield strategy is based on the BoAML HY Master II Index.
(6) The returns presented are calculated based on local currency.
(7) Performance is based on a composite of portfolios that primarily invest in higher quality leveraged loans. The benchmark used for purposes of comparison
for the European Leveraged Loans strategy is based on the CS Inst West European Leveraged Loan Index.
The following table presents information regarding our alternative credit investment funds where investors have capital
commitments from inception to June 30, 2026. The information presented below is not intended to be representative of any
past or future performance for any particular period other than the period presented below. Past performance is no
guarantee of any future result.
_($ in Millions)_
| Credit and Liquid Strategies Investment Funds | Investment Period Start Date | Commitment | Invested (1) | Realized (1) | Unrealized | Total Value | Gross IRR (2) | Net IRR (2) | Multiple of Invested Capital (3) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Opportunities Fund II | Nov 2021 | $2,324 | $1,743 | $374 | $1,886 | $2,260 | 16.2% | 12.4% | 1.3 |
| Dislocation Opportunities Fund | Aug 2019 | 2,790 | 2,522 | 1,911 | 1,302 | 3,213 | 8.3% | 6.3% | 1.3 |
| Special Situations Fund II | Feb 2015 | 3,525 | 3,241 | 2,651 | 584 | 3,235 | —% | (1.8)% | 1.0 |
| Special Situations Fund | Jan 2013 | 2,274 | 2,273 | 1,899 | 139 | 2,038 | (2.3)% | (4.0)% | 0.9 |
| Mezzanine Partners | July 2010 | 1,023 | 990 | 1,166 | 2 | 1,168 | 6.5% | 2.7% | 1.2 |
| Asset-Based Finance Partners II | Mar 2024 | 5,571 | 1,329 | 36 | 1,436 | 1,472 | 15.2% | 10.6% | 1.1 |
| Asset-Based Finance Partners | Oct 2020 | 2,059 | 1,708 | 788 | 1,504 | 2,292 | 13.2% | 9.8% | 1.3 |
| Private Credit Opportunities Partners II | Dec 2015 | 2,245 | 2,057 | 1,089 | 1,027 | 2,116 | 0.6% | (1.1)% | 1.0 |
| Lending Partners IV | Mar 2022 | 1,150 | 977 | 222 | 996 | 1,218 | 14.2% | 11.2% | 1.2 |
| Lending Partners III | Apr 2017 | 1,498 | 958 | 1,254 | 329 | 1,583 | 13.6% | 11.0% | 1.7 |
| Lending Partners II | Jun 2014 | 1,336 | 1,179 | 1,276 | 3 | 1,279 | 2.8% | 1.4% | 1.1 |
| Lending Partners | Dec 2011 | 460 | 420 | 471 | — | 471 | 3.2% | 1.6% | 1.1 |
| Lending Partners Europe II | May 2019 | 837 | 696 | 813 | 213 | 1,026 | 16.5% | 13.2% | 1.5 |
| Lending Partners Europe | Mar 2015 | 848 | 662 | 632 | 45 | 677 | 0.8% | (1.0)% | 1.0 |
| Asia Credit Opportunities II | Feb 2025 | 1,795 | 315 | — | 326 | 326 | 7.3% | 3.1% | 1.0 |
| Asia Credit Opportunities | Jan 2021 | 1,084 | 887 | 339 | 858 | 1,197 | 13.5% | 10.1% | 1.3 |
| Other Alternative Credit Vehicles | Various | 18,262 | 11,487 | 7,530 | 7,548 | 15,078 | N/A | N/A | N/A |
| All Funds | | $49,081 | $33,444 | $22,451 | $18,198 | $40,649 | | | |
(1) Recycled capital is excluded from the amounts invested and realized.
(2) These credit funds utilize third-party financing facilities to provide liquidity to such funds, and in such event IRRs are calculated from the time capital
contributions are due from fund investors to the time fund investors receive a related distribution from the fund. The use of such financing facilities
generally decreases the amount of invested capital that would otherwise be used to calculate IRRs, which tends to increase IRRs when fair value grows
over time and decrease IRRs when fair value decreases over time. IRRs measure the aggregate annual compounded returns generated by a fund's
investments over a holding period and are calculated taking into account recycled capital. Net IRRs presented are calculated after giving effect to the
allocation of realized and unrealized carried interest and the payment of any applicable management fees and organizational expenses. Gross IRRs are
calculated before giving effect to the allocation of carried interest and the payment of any applicable management fees and organizational expenses.
(3) The multiples of invested capital measure the aggregate value generated by a fund's investments in absolute terms. Each multiple of invested capital is
calculated by adding together the total realized and unrealized values of a fund's investments and dividing by the total amount of capital invested by the
investors. The use of financing facilities generally decreases the amount of invested capital that would otherwise be used to calculate multiples of
invested capital, which tends to increase multiples when fair value grows over time and decrease multiples when fair value decreases over time. Such
amounts do not give effect to the allocation of any realized and unrealized returns on a fund's investments to the fund's general partner pursuant to a
carried interest or the payment of any applicable management fees and are calculated without taking into account recycled capital.
For additional information regarding impact of market conditions on the value and performance of our investments, see
“Risk Factors—Risks Related to Our Business—Difficult market and economic conditions can, and periodically do, materially
and adversely affect KKR.” and “Risk Factors—Risks Related to Our Investment Activities—Future results of our investments
may be different than, and may not achieve the levels of, any of our historical returns” in our Annual Report.
Segment Balance Sheet Measures
Asset Management Segment Investment Portfolio
To the extent our investments are realized at values above or below their cost in future periods, adjusted net income
would be positively or negatively affected by the amount of any such gain or loss, respectively, during the period in which the
realization event occurs.
Our investments in the Asset Management segment by asset class as of June 30, 2026 are as follows:
_As of June 30, 2026 · ($ in thousands)_
| Asset Management Segment Investments (1) | Cost | Fair Value | Fair Value as a Percentage of Total Asset Management Investments |
| --- | --- | --- | --- |
| Traditional Private Equity | $1,928,485 | $3,489,751 | 41% |
| Growth Equity | 333,240 | 1,011,109 | 12% |
| Private Equity Total | 2,261,725 | 4,500,860 | 53% |
| Real Estate | 1,383,880 | 1,248,500 | 14% |
| Infrastructure | 341,954 | 627,507 | 7% |
| Energy | 68,691 | 369,423 | 4% |
| Real Assets Total | 1,794,525 | 2,245,430 | 25% |
| Alternative Credit | 865,096 | 902,931 | 10% |
| Leveraged Credit | 488,646 | 433,598 | 5% |
| Credit Total | 1,353,742 | 1,336,529 | 15% |
| Other | 626,463 | 529,146 | 7% |
| Total Asset Management Segment Investments | $6,036,455 | $8,611,965 | 100% |
(1) Investments is a term used solely for purposes of financial presentation of a portion of KKR's balance sheet and includes majority ownership of
subsidiaries that operate KKR's asset management and insurance businesses, including the general partner interests of KKR's investment funds.
Investments presented are principally the assets measured at fair value that are held by KKR's asset management segment, which, among other things,
does not include the underlying investments held by Global Atlantic and Marshall Wace. This table excludes investments in our Strategic Holdings and
Insurance segments, for which additional information is available in Note 21 “Segment Reporting” in our financial statements.
Insurance Segment Investment Portfolio
As of June 30, 2026, the Insurance segment’s investment portfolio (on an unconsolidated basis, excluding the elimination
of intercompany balances) consisted of the following categories of investments:
| ($ in thousands) | As of June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Fixed-maturity securities, available-for-sale | $88,056,662 | $95,672,043 |
| Mortgage and other loan receivables | 48,754,106 | 53,638,617 |
| Fixed-maturity securities, trading | 25,809,785 | 26,419,591 |
| Real assets | 16,358,389 | 15,369,758 |
| Other investments | 7,975,988 | 6,936,028 |
| Funds withheld receivables, at interest | 2,249,450 | 2,324,346 |
| Total investments | $189,204,380 | $200,360,383 |
The portion of Insurance segment’s investment portfolio consisting of floating rate assets was 27% and 27% as of June 30,
2026 and December 31, 2025, respectively.
Credit Quality of Fixed Maturity Securities
As of June 30, 2026, 95%, and 91% of the Insurance segment’s fixed maturity securities were considered investment
grade under ratings from the Securities Valuation Office of the NAIC and NRSROs, respectively. As of December 31, 2025, 95%,
and 91% of fixed maturity securities were considered investment grade under ratings from NAIC and NRSROs, respectively.
Securities where a rating by a NRSRO was not available are considered investment grade if they have a NAIC designation of
“1” or “2.”
The Securities Valuation Office of the NAIC evaluates the fixed maturity security investments of insurers for regulatory
reporting and capital assessment purposes and assigns securities to one of six credit quality categories called “NAIC
designations.” Using an internally developed rating is permitted by the NAIC if no rating is available. These designations are
generally similar to the credit quality designations of NRSROs for marketable fixed maturity securities, except for certain
structured securities as described below. NAIC designations of “1,” highest quality, and “2,” high quality, include fixed
maturity securities generally considered investment grade by NRSROs. NAIC designations “3” through “6” include fixed
maturity securities generally considered below investment grade by NRSROs.
Consistent with the NAIC Process and Procedures Manual, a NRSRO rating was assigned based on the following criteria: (i)
the equivalent S&P rating where the security is rated by one NRSRO; (ii) the equivalent S&P rating of the lowest NRSRO when
the security is rated by two NRSROs; and (iii) the equivalent S&P rating of the second lowest NRSRO if the security is rated by
three or more NRSROs. If the lowest two NRSROs’ ratings are equal, then such rating will be the assigned rating. NRSROs’
ratings available for the periods presented were S&P, Fitch, Moody’s, DBRS, Inc., and Kroll Bond Rating Agency, Inc. If no
rating is available from a rating agency, then an internally developed rating is used.
Within the funds withheld receivable at interest portfolio, 98% and 97% of the fixed maturity securities were investment
grade by NAIC designation as of June 30, 2026 and December 31, 2025, respectively.
Trading fixed maturity securities primarily back funds withheld payable at interest where the investment performance is
ceded to reinsurers under the terms of the respective reinsurance agreements.
Unrealized Gains and Losses on Available-for-Sale Fixed Maturity Securities
The Insurance segment’s investments in available-for-sale (“AFS”) fixed maturity securities are reported at fair value with
changes in fair value recorded in other comprehensive income as unrealized gains or losses, net of taxes and offsets.
Unrealized gains and losses can be created by changes in interest rates or by changes in credit spreads.
As of June 30, 2026 and December 31, 2025, the Insurance segment had gross unrealized losses on below investment
grade AFS fixed maturity securities of $281.0 million and $313.8 million based on NRSRO ratings, and $174.3 million and
$187.7 million based on NAIC ratings, respectively. As of June 30, 2026, unrealized losses were not recognized in net income
on these fixed maturity securities since the Insurance segment neither intends to sell the securities nor does it believe that it
is more likely than not that it will be required to sell these securities before recovery of their cost or amortized cost basis.
Credit Quality of Mortgage and Other Loan Receivables
Mortgage and other loan receivables consist of commercial and residential mortgage loans, consumer loans, and other
loan receivables. As of June 30, 2026 and December 31, 2025, 26% and 27% of Global Atlantic's total investments consisted of
mortgage and other loan receivables, respectively.
The Insurance segment invests in U.S. mortgage loans, comprised of first lien and mezzanine commercial mortgage loans
and first lien residential mortgage loans. For the commercial mortgage loan portfolio, the most prevalent property type is
multi-family residential buildings, which represents approximately half of the portfolio as of both June 30, 2026 and
December 31, 2025. Office and retail properties represent approximately 21% of the portfolio as of both June 30, 2026 and
December 31, 2025, respectively.
The Insurance segment’s commercial mortgage loans are assigned NAIC designations, with designations “CM1” and
“CM2” considered to be investment grade. As of both June 30, 2026 and December 31, 2025, 92% of the commercial
mortgage loan portfolio were rated investment grade based on NAIC designation, respectively. The payment status of over
99% of the commercial mortgage loan portfolio is current as of both June 30, 2026 and December 31, 2025, respectively.
The loan-to-value ratio is expressed as a percentage of the current amount of the loan relative to the value of the
underlying collateral. As of both June 30, 2026 and December 31, 2025, approximately 89% of the commercial mortgage loans
have a loan-to-value ratio of 70% or less, and as of both June 30, 2026 and December 31, 2025, 2% have loan-to-value ratio
over 90%, respectively.
Changing economic conditions and updated assumptions affect the Insurance segment’s assessment of the collectibility
of commercial mortgage loans. Changing vacancies and rents are incorporated into the analysis performed to measure the
allowance for credit losses. In addition, the Insurance segment continuously monitors its commercial mortgage loan portfolio
to identify risk. Areas of emphasis are properties that have exposure to specific geographic events or have deteriorating
credit.
The Insurance segment’s residential mortgage loan portfolio primarily includes mortgage loans backed by single family
rental properties, prime loans, and re-performing loans that were purchased at a discount after they were modified and
returned to performing status. The Insurance segment also extends financing to counterparties in the form of repurchase
agreements secured by mortgage loans, including performing and non-performing mortgage loans.
As of June 30, 2026, the payment status of 97% of the residential mortgage loan portfolio is current, and approximately
$217.3 million is 90 days or more past due or in process of foreclosure (representing 1% of the total residential mortgage
portfolio). As of December 31, 2025, the payment status of 97% of the residential mortgage loan portfolio was current and
approximately $273.4 million were 90 days or more past due or in process of foreclosure (representing 1% of the total
residential mortgage portfolio).
The weighted average loan-to-value ratio for residential mortgage loans was 64% as of both June 30, 2026 and December
31, 2025.
The Insurance segment’s consumer loan portfolio is primarily comprised of home improvement loans, residential solar
loans, student loans, and auto loans. As of June 30, 2026, 98% of the consumer loan portfolio is in current status and
approximately $29.1 million is 90 days or more past due or in process of foreclosure (representing 1% of the total consumer
loan portfolio).
See Note 7 “Investments” in the accompanying financial statements in this report for additional information regarding
the Insurance segment’s investment portfolio.
Additional Information
To provide supplemental information to stockholders about the net assets of KKR on a segment basis, KKR’s book value
was $34.5 billion as of June 30, 2026, which included cash and short-term investments of $5.3 billion, which excludes Global
Atlantic’s cash and short-term investments. KKR's book value includes its net investment in Global Atlantic, investments in the
Asset Management and Strategic Holdings segments, and the net impact of certain other assets and liabilities, including
income taxes. KKR's book value excludes the net assets allocable to investors in KKR’s investment funds and other
noncontrolling interest holders. For the six months ended June 30, 2026 the Asset Management segment transferred $0.7
billion of investments to the Insurance segment for which no gain or loss was recognized upon transfer.
Reconciliations to GAAP Measures
Net Income (Loss) Attributable to KKR & Co. Inc. Common Stockholders
| ($ in thousands) | Three Months Ended / June 30, 2026 | Three Months Ended / June 30, 2025 | Six Months Ended / June 30, 2026 | Six Months Ended / June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net Income (Loss) - KKR Common Stockholders (GAAP) | $660,053 | $472,387 | $1,024,852 | $286,463 |
| Preferred Stock Dividends | 40,429 | 37,736 | 80,859 | 37,736 |
| Net Income (Loss) Attributable to Noncontrolling Interests | 427,397 | 844,341 | 299,673 | 1,714,763 |
| Income Tax Expense (Benefit) | 246,105 | 174,304 | 431,490 | 260,873 |
| Income (Loss) Before Tax (GAAP) | $1,373,984 | $1,528,768 | $1,836,874 | $2,299,835 |
| Impact of Consolidation and Other | 18,580 | (879,614) | 72,526 | (1,896,965) |
| Preferred Stock Dividends | (40,429) | (37,736) | (80,859) | (37,736) |
| Income Taxes on Adjusted Earnings | (314,375) | (277,062) | (562,340) | (537,717) |
| Asset Management Adjustments: | | | | |
| Unrealized (Gains) Losses | 128,610 | 257,754 | 305,741 | 637,091 |
| Unrealized Carried Interest | 12,360 | (429,906) | 2,696 | (1,237,619) |
| Unrealized Carried Interest Compensation | (16,678) | 343,769 | (8,945) | 989,939 |
| Transaction-related and Non-operating Items(1) | 82,684 | 10,765 | 116,693 | 21,316 |
| Equity-based Compensation – Time Based | 58,023 | 63,750 | 126,419 | 142,027 |
| Equity-based Compensation – Performance based | 125,340 | 86,512 | 207,659 | 171,111 |
| Amortization of Acquired Intangibles | 9,519 | — | 12,687 | — |
| Strategic Holdings Adjustments: | | | | |
| Unrealized (Gains) Losses | (55,479) | (64,304) | 65,134 | (385,712) |
| Insurance Adjustments: | | | | |
| (Gains) Losses from Investments | 458,061 | 290,084 | 967,004 | 1,649,024 |
| Non-Operating Changes in Policy Liabilities and Derivatives | 11,017 | 140,458 | (15,041) | 227,089 |
| Transaction-Related and Non-Operating Items(1) | 10,410 | 2,042 | 24,371 | 2,194 |
| Equity-Based Compensation | 19,655 | 23,371 | 46,015 | 44,063 |
| Amortization of Acquired Intangibles | 4,412 | 4,699 | 18,599 | 9,398 |
| Adjusted Net Income | $1,885,694 | $1,063,350 | $3,135,233 | $2,097,338 |
| Interest Expense, Net | 92,455 | 53,020 | 175,466 | 127,529 |
| Preferred Stock Dividends | 40,429 | 37,736 | 80,859 | 51,213 |
| Net Income Attributable to Noncontrolling Interests | 2,660 | 2,851 | 7,523 | 6,335 |
| Income Taxes on Adjusted Earnings | 314,375 | 277,062 | 562,340 | 537,717 |
| Total Segment Earnings | $2,335,613 | $1,434,019 | $3,961,421 | $2,820,132 |
| Net Realized Performance Income | (211,884) | (109,314) | (409,075) | (197,303) |
| Net Realized Investment Income | (191,325) | (130,898) | (294,941) | (316,161) |
| Total Operating Earnings | $1,932,404 | $1,193,807 | $3,257,405 | $2,306,668 |
| Total Investing Earnings | 403,209 | 240,212 | 704,016 | 513,464 |
| Depreciation and Amortization | 20,355 | 14,211 | 40,902 | 27,444 |
| Adjusted EBITDA | $2,355,968 | $1,448,230 | $4,002,323 | $2,847,576 |
(1) For the three and six months ended June 30, 2026, Transaction-related and Other Non-operating items include (i) $55 million and $77 million related to
transaction-related costs and other corporate actions, respectively, (ii) $6 million and $24 million of costs associated with certain integration and
restructuring initiatives across our Asset Management and Insurance businesses, respectively, and (iii) $32 million and $40 million of acquisition-related
equity consideration and other, respectively.
KKR & Co. Inc. Stockholders' Equity - Common Stock
_($ in thousands)_
| ($ in thousands) | As of / June 30, 2026 |
| --- | --- |
| KKR & Co. Inc. Stockholders' Equity - Common Stock (GAAP) | $28,503,995 |
| Impact of Consolidation and Other | 312,737 |
| Exchangeable Securities | 903,835 |
| Accumulated Other Comprehensive (Income) Loss (AOCI) and Other (Insurance) | 4,759,362 |
| Accumulated Unrealized (Gains) Losses on Loans carried at Fair Value (Insurance) | (8,829) |
| KKR Book Value(1) | $34,471,100 |
(1) Book Value is a non-GAAP performance measure, which provides additional insight into the net assets of KKR presented on a basis that (i) excludes the net
assets that are allocated to investors in KKR’s investment funds and other noncontrolling interest holders, (ii) includes the net assets that are attributable
to certain securities exchangeable into shares of common stock of KKR & Co. Inc., (iii) includes the net investment in Global Atlantic, investments in the
Asset Management and Strategic Holdings segments, and (iv) includes the net impact of certain other assets and liabilities, including the net impact of
KKR's tax assets and liabilities as calculated under GAAP. Book Value excludes the dilutive impact of the conversion of any of KKR & Co. Inc.’s Series D
Mandatory Convertible Preferred Stock. If all outstanding shares of the Series D Mandatory Convertible Preferred Stock were converted into KKR & Co.
Inc. common stock as of June 30, 2026, our Book Value would have increased by $2.5 billion and our common stock outstanding would have increased by
21.4 million shares.
Cash and Cash Equivalents - Asset Management and Strategic Holdings
| ($ in thousands) | As of / June 30, 2026 |
| --- | --- |
| Cash and Cash Equivalents - Asset Management and Strategic Holdings (GAAP) | $10,505,046 |
| Impact of Consolidation and Other | (5,449,618) |
| Short-term Investments | 258,836 |
| Cash and Short-term Investments | $5,314,264 |
Investments - Asset Management and Strategic Holdings
| ($ in thousands) | As of / June 30, 2026 |
| --- | --- |
| Investments - Asset Management and Strategic Holdings (GAAP) | $127,562,542 |
| Impact of Consolidation and Other | (118,691,741) |
| Short-term Investments | (258,836) |
| Investments - Asset Management Segment | $8,611,965 |
Liquidity
We manage our liquidity and capital requirements by (a) focusing on our cash flows before the consolidation of our funds
and CFEs and the effect of changes in short term assets and liabilities, which we anticipate will be settled for cash within one
year, and (b) seeking to maintain access to sufficient liquidity through various sources. The overall liquidity framework and
cash management approach of our insurance business are also based on seeking to build an investment portfolio that is cash
flow matched, providing cash inflows from insurance assets that meet our insurance companies' expected cash outflows to
pay their liabilities. Our primary cash flow activities typically involve (i) generating cash flow from operations; (ii) generating
income from investment activities, by investing in investments that generate yield (namely interest and dividends), as well as
through the sale of investments and other assets; (iii) funding capital commitments that we have made to, and advancing
capital to, our funds and CLOs; (iv) developing and funding new investment strategies, investment products, and other growth
initiatives, including acquisitions of other investments, assets, and businesses; (v) underwriting and funding capital
commitments in our capital markets business; (vi) distributing cash flow to our stockholders and any holders of our preferred
stock, if any; and (vii) paying borrowings, interest payments, and repayments under credit agreements, our senior and
subordinated notes, and other borrowing arrangements. See “—Liquidity,” “—Liquidity Needs,” and “—Dividends and Stock
Repurchases.”
See “Risk Factors” and “—Business Environment” in this report for more information on factors that may impact our
business, financial performance, operating results, and valuations.
Sources of Liquidity
Our primary sources of liquidity consist of amounts received from: (i) our operating activities, including the fees earned
from our funds, portfolio companies, and capital markets transactions; (ii) realizations on carried interest from our investment
funds; (iii) interest and dividends from investments that generate yield, including our investments in CLOs; (iv) in our
insurance business, cash inflows in respect of new premiums, policyholder deposits, reinsurance transactions, and funding
agreements, including through memberships in FHLBs; (v) realizations on and sales of investments and other assets, including
the transfers of investments or other assets for fund formations (including CLOs and other investment vehicles); and (vi)
borrowings, including advances under our revolving credit facilities, debt offerings, repurchase agreements, and other
borrowing arrangements. In addition, we may generate cash proceeds from issuances of our or our subsidiaries' equity
securities. We have access to funding under various credit facilities, other borrowing arrangements and other sources of
liquidity that we have entered into with major financial institutions or which we receive from the capital markets. For a
discussion of our debt obligations, including our debt securities, revolving credit agreements and loans, see Note 16 “Debt
Obligations” in our financial statements.
Many of our investment funds like our private equity and real assets funds provide for carried interest. With respect to
our carry-paying investment funds, carried interest is eligible to be distributed to the general partner of the fund only after all
of the following are met: (i) a realization event has occurred (e.g., sale of a portfolio company, dividend, etc.); (ii) the vehicle
has achieved positive overall investment returns since its inception, in excess of performance hurdles where applicable, and is
accruing carried interest; and (iii) with respect to investments with a fair value below cost, cost has been returned to fund
investors in an amount sufficient to reduce remaining cost to the investments' fair value. Even after all of the preceding
conditions are met, the general partner of the fund may, in its sole discretion, decide to defer the distribution of carried
interest to it to a later date. In addition, these funds generally include what is called a “clawback” provision, which provides
that the general partner must return any carried interest that is paid in excess of what the general partner is entitled to
receive at the end of the term of the fund, as discussed further below.
As of June 30, 2026, certain of our investment funds had met the first and second criteria, as described above, but did not
meet the third criteria. In these cases, carried interest accrues on the consolidated statement of operations, but will not be
distributed in cash to us as the general partner of an investment fund upon a realization event. For a fund that has a fair value
above cost, overall, and is otherwise accruing carried interest, but has one or more investments where fair value is below
cost, the shortfall between cost and fair value for such investments is referred to as a “netting hole.” When netting holes are
present, realized gains on individual investments that would otherwise allow the general partner to receive carried interest
distributions are instead used to return invested capital to our funds' limited partners in an amount equal to the netting hole.
Once netting holes have been filled with either (i) return of capital equal to the netting hole for those investments where fair
value is below cost or (ii) increases in the fair value of those investments where fair value is below cost, then realized carried
interest will be distributed to the general partner upon a realization event. A fund that is in a position to pay cash carry refers
to a fund for which carried interest is expected to be paid to the general partner upon the next material realization event,
which includes funds with no netting holes as well as funds with a netting hole that is sufficiently small in size such that the
next material realization event would be expected to result in the payment of carried interest. Strategic investor partnerships
with fund investors may require netting across the various funds in which they invest, which may reduce the carried interest
we otherwise would have earned if such fund investors were to have invested in our funds without the existence of the
strategic investor partnership. As of June 30, 2026, netting holes in excess of $50 million existed at European Fund VI and
Global Impact Fund II in the amount of $1.0 billion and $302 million, respectively. The remaining unrealized gains accrued at
these funds as of June 30, 2026 are in excess of their netting holes. In accordance with the criteria set forth above, other
funds currently have and may in the future develop netting holes, and netting holes for those and other funds may otherwise
increase or decrease in the future.
If the investment fund has distributed carried interest but subsequently does not have sufficient value to provide for the
distribution of carried interest at the end of the life of the investment fund, the general partner is typically required to return
previously distributed carried interest to the fund investors. Current and former employees who received distributions of
carried interest subject to clawback would be required to return the amount of such distributions to KKR. However, it is KKR’s
obligation to return carried interest subject to clawback to the fund investors. As of June 30, 2026, approximately $180 million
of previously distributed carried interest, in aggregate, was subject to a clawback obligation, assuming that all applicable
carry-paying investment funds were liquidated at their reported fair values as of June 30, 2026. As of June 30, 2026, there are
no investment funds subject to a clawback obligation in excess of $50 million that has not already reduced net realized
performance income. See Note 24 “Commitments and Contingencies—Contingent Repayment Guarantees” in our financial
statements included elsewhere in this report for further information. See also the negative amounts included in the Carried
Interest column in the table included in this Item 2 in “Fund Performance Metrics” for further information on clawback
obligations.
Liquidity Needs
We expect that our primary liquidity needs will consist of cash required to meet various obligations, including, without
limitation, to:
- continue to support and grow our asset management business, including seeding new investment strategies,
supporting capital commitments made by our investment vehicles to existing and future funds, co-investments
and otherwise supporting the investment vehicles that we sponsor, and acquiring other assets, businesses, and
investments for our businesses;
- continue to support and grow our insurance business;
- continue to support and grow our strategic holdings business, including through the acquisition of new operating
companies;
- grow and expand our businesses generally, including by acquiring or launching new, complementary, or adjacent
businesses;
- warehouse investments in portfolio companies or other investments for the benefit of one or more of our funds,
accounts or CLOs or other investment vehicles pending the contribution of committed capital by the fund
investors in such investment vehicles, and advancing capital to them for operational or other needs;
- funding requirements to levered investment vehicles or structured transactions;
- service debt obligations including the payment of obligations at maturity, on interest payment dates or upon
redemption;
- fund cash operating expenses and contingencies, including for litigation matters and guarantees;
- pay corporate income taxes and other taxes;
- pay policyholders and amounts in our insurance business related to investment, reinvestment, reinsurance, or
funding agreement activity;
- pay amounts that may become due under our tax receivable agreement;
- pay cash dividends in accordance with our dividend policy for our common stock or the terms of our preferred
stock;
- underwrite commitments, advance loan proceeds, and fund syndication commitments within our capital
markets business;
- post or return collateral in respect of derivative contracts;
- satisfy regulatory requirements for our capital markets business, risk retention requirements for CLOs (to the
extent they may apply), or to address capital needs of unregulated and regulated subsidiaries, including capital
and collateral requirements, as applicable, for our insurance and broker-dealer subsidiaries; and
- repurchase shares of our common stock or retire equity grants pursuant to the share repurchase program or
repurchase or redeem other securities issued by us (for a discussion of KKR's share repurchase program, see
### Note 22 “Equity” in our financial statements).
Capital Commitments
The agreements governing our active investment funds generally require the general partners of the funds to make
minimum capital commitments to such funds, which generally range from 2% to 8% of a fund's total capital commitments at
final closing, but may be greater for certain funds (i) where we are pursuing newer strategies, (ii) where third party investor
demand is limited, and (iii) where a larger commitment is consistent with the asset allocation strategy.
As of June 30, 2026, KKR had unfunded commitments consisting of $11.1 billion to its investment funds and other
investment vehicles across Private Equity, Real Assets, and Credit and Liquid Strategies business lines. These unfunded
commitments include $2.7 billion of uncalled capital commitments to certain investment vehicles in connection with
investments in the core private equity strategy. These unfunded commitments also include funding requirements to levered
investment vehicles and structured transactions to fund or otherwise be liable for a portion of the vehicle's investment losses
and/or to provide the vehicle with liquidity upon certain termination events.
In addition to these uncalled commitments and funding obligations to KKR's investment funds and investment vehicles,
KKR has entered into contractual commitments primarily with respect to underwriting transactions, debt financing, revolving
credit facilities, and equity syndications in our Capital Markets business line. As of June 30, 2026, these capital markets
commitments amounted to $0.6 billion. Whether these amounts are actually funded, in whole or in part, depends on the
contractual terms of such capital markets commitments, including the satisfaction or waiver of any conditions to closing or
funding. From time to time, we fund these various capital markets commitments noted above in our capital markets business
by drawing all or substantially all of our availability for borrowings under our available credit facilities available for our Capital
Markets business line. We generally expect these borrowings by our capital markets business to be repaid promptly as these
commitments are syndicated to third parties or otherwise fulfilled or terminated, although we may in some instances elect to
retain a portion of the commitments for our own investment. Additionally, KKR's capital markets business has arrangements
with third parties, which are expected to reduce KKR's risk under certain circumstances when underwriting certain debt
transactions. As a result, our unfunded capital markets commitments as of June 30, 2026 have been reduced to reflect the
amount expected to be funded by such third parties. As of June 30, 2026, KKR's capital markets business line has entered into
such arrangements representing a total notional amount of $5.0 billion. For more information about our Capital Markets
business line's risks, see “Risk Factors—Risks Related to Our Business—Our capital markets activities expose us to material
risks” in our Annual Report.
Tax Receivable Agreement
On May 30, 2022, KKR terminated the tax receivable agreement with KKR Holdings other than with respect to exchanges
of KKR Holdings equity completed prior to such date. As of June 30, 2026, an undiscounted payable of $335.1 million has been
recorded in due to affiliates in the financial statements representing management's best estimate of the amounts currently
expected to be owed for certain exchanges of KKR Holdings equity that took place prior to the termination of the tax
receivable agreement. As of June 30, 2026, $155.8 million of cumulative cash payments have been made under the tax
receivable agreement since inception.
Dividends and Stock Repurchases
A dividend of $0.195 per share of our common stock has been declared and will be paid on August 25, 2026 to holders of
record of our common stock as of the close of business on August 10, 2026.
A dividend of $0.78125 per share of Series D Mandatory Convertible Preferred Stock has been declared and set aside for
payment on September 1, 2026 to holders of record of Series D Mandatory Convertible Preferred Stock as of the close of
business on August 15, 2026.
When KKR & Co. Inc. receives distributions from KKR Group Partnership, holders of exchangeable securities receive their
pro rata share of such distributions from KKR Group Partnership.
The declaration and payment of dividends to our common or preferred stockholders will be at the sole discretion of our
Board of Directors, and our dividend policy may be changed at any time. We announced on February 5, 2026 that our current
dividend policy will be to pay dividends to holders of our common stock in an annual aggregate amount of $0.78 per share (or
a quarterly dividend of $0.195 per share) beginning with the dividend announced with the results for the three months ended
March 31, 2026. The declaration of dividends is subject to the discretion of our Board of Directors based on a number of
factors, including KKR’s future financial performance and other considerations that the Board of Directors deems relevant,
and compliance with the terms of KKR & Co. Inc.'s certificate of incorporation and applicable law. For U.S. federal income tax
purposes, any dividends we pay (including dividends on our preferred stock) generally will be treated as qualified dividend
income for U.S. individual stockholders to the extent paid out of our current or accumulated earnings and profits, as
determined for U.S. federal income tax purposes. There can be no assurance that future dividends will be made as intended
or at all or that any particular dividend policy for our common stock or our preferred stock will be maintained. Furthermore,
the declaration and payment of distributions by KKR Group Partnership and our other subsidiaries may also be subject to
legal, contractual and regulatory restrictions, including restrictions contained in our debt agreements.
Since 2015, KKR has repurchased, or retired equity grants representing, a total of 98.1 million shares of common stock for
$3.1 billion, which equates to an average price of $31.79 per share. As of July 24, 2026, there is approximately $87 million
remaining under KKR's share repurchase program. For further information See “Part II—Item 2—Unregistered Sales of Equity
Securities and Use of Proceeds.”
Contractual Obligations, Commitments and Contingencies
In the ordinary course of business, we and our consolidated funds and CFEs enter into contractual arrangements that may
require future cash payments. Contractual arrangements include (1) commitments to fund the purchase of investments or
other assets (including obligations to fund capital commitments as the general partner of our investment funds) or to fund
collateral for derivative transactions or otherwise, (2) obligations arising under our senior notes, subordinated notes, and
other indebtedness, (3) commitments by our capital markets business to underwrite transactions or to lend capital, (4)
obligations arising under insurance policies written, (5) other contractual obligations, including servicing agreements with
third-party administrators for insurance policy administration, and (6) commitments to fund the business, operations or
investments of our subsidiaries. In addition, we may incur contingent liabilities for claims that may be made against us in the
future. For more information about these contingent liabilities, please see Note 24 “Commitments and Contingencies” in our
financial statements.
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.
Critical Accounting Policies and Estimates
The preparation of our financial statements in accordance with GAAP requires our management to make estimates and
judgments that affect the reported amounts of assets and liabilities, the recognition and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues, expenses, investment income (loss)
and income taxes during the reporting periods. Such estimates include but are not limited to (i) the valuation of investments
and financial instruments, (ii) the determination of the income tax provision, (iii) the impairment of goodwill and intangible
assets, (iv) the impairment of available-for-sale investments, (v) the valuation of insurance policy liabilities, including market
risk benefits, (vi) the valuation of embedded derivatives in policy liabilities and funds withheld, and (vii) the determination of
the allowance for loan losses. Our management bases these estimates and judgments on available information, historical
experience and other assumptions that we believe are reasonable under the circumstances. However, these estimates,
judgments and assumptions are often subjective and may be impacted negatively based on changing circumstances or
changes in our analyses. If actual amounts are ultimately different from those estimated, judged or assumed, revisions are
included in the financial statements in the period in which the actual amounts become known. We believe our critical
accounting policies could potentially produce materially different results if we were to change underlying estimates,
judgments or assumptions.
For a further discussion about our critical accounting policies, see Note 2 “Summary of Significant Accounting Policies” in
our financial statements included in this report.
Basis of Accounting
We consolidate the financial results of KKR Group Partnership and its consolidated entities, which include the accounts of
our investment advisers, broker-dealers, Global Atlantic’s insurance companies, the general partners of certain
unconsolidated investment funds, general partners of consolidated investment funds and their respective consolidated
investment funds, and certain other entities including CFEs.
When an entity is consolidated, we reflect the accounts of the consolidated entity, including its assets, liabilities,
revenues, expenses, investment income, cash flows, and other amounts, on a gross basis. While the consolidation of an
investment fund or entity does not have an effect on the amounts of Net Income Attributable to KKR or KKR's stockholders'
equity that KKR reports, the consolidation does significantly impact the financial statement presentation under GAAP. This is
due to the fact that the accounts of the consolidated entities are reflected on a gross basis while the allocable share of those
amounts that are attributable to third parties are reflected as single line items. The single line items in which the accounts
attributable to third parties are recorded are presented as noncontrolling interests on the consolidated statements of
financial condition and net income (loss) attributable to noncontrolling interests on the consolidated statements of
operations.
The presentations in the consolidated statement of financial condition and consolidated statement of operations reflect
the significant industry diversification of KKR by its acquisition of Global Atlantic. Global Atlantic operates an insurance
business, and KKR operates an asset management business, which manages the operations of the Strategic Holdings segment
(see Note 21 “Segment Reporting”) in our financial statements included in this report, each of which possess distinct
characteristics. As a result, KKR developed a two-tiered approach for the financial statements presentation, where Global
Atlantic's insurance operations are presented separately from KKR's asset management business. KKR believes that these
separate presentations provide a more informative view of the consolidated financial position and results of operations than
traditional aggregated presentations and that reporting Global Atlantic’s insurance operations separately is appropriate given,
among other factors, the relative significance of Global Atlantic’s policy liabilities, which are not obligations of KKR (other than
the insurance companies that issued them). If a traditional aggregate presentation were to be used, KKR would expect to
eliminate or combine several identical or similar captions, which would condense the presentations, but would also reduce
the level of information presented. KKR also believes that using a traditional aggregate presentation would result in no new
line items compared to the two-tier presentation included in the financial statements in this report.
In the ordinary course of business, KKR’s Asset Management, Strategic Holdings, and Insurance businesses enter into
transactions with each other, which may include transactions pursuant to their investment management agreements and
financing arrangements. The borrowings from these financing arrangements are non-recourse to KKR beyond the assets
pledged to support such borrowings. All the investment management and financing arrangements amongst KKR’s Asset
Management, Strategic Holdings, and Insurance businesses are eliminated in consolidation.
All intercompany transactions and balances have been eliminated.
Consolidation
KKR consolidates all entities that it controls either through a majority voting interest or as the primary beneficiary of
variable interest entities (“VIEs”). The following discussion is intended to provide supplemental information about how the
application of consolidation principles impact our financial results, and management’s process for implementing those
principles including areas of significant judgment. For a detailed description of our accounting policy on consolidation, see
### Note 2 “Summary of Significant Accounting Policies” in our financial statements included in this report.
As part of its consolidation procedures, KKR evaluates: (i) whether it holds a variable interest in an entity, (ii) whether the
entity is a VIE, and (iii) whether the KKR’s involvement would make it the primary beneficiary. The determination that KKR
holds a controlling financial interest in an investment vehicle significantly changes the presentation of our consolidated
financial statements.
The assessment of whether we consolidate an investment vehicle we manage requires the application of significant
judgment. These judgments are applied both at the time we become involved with an investment vehicle and on an ongoing
basis and include, but are not limited to:
- Determining whether our management fees, carried interests, or incentive fees represent variable interests - We
make judgments as to whether the fees we earn are commensurate with the level of effort required for those fees
and at market rates. In making this judgment, we consider, among other things, the extent of third party investment
in the entity and the terms of any other interests we hold in the VIE.
- Determining whether a legal entity qualifies as a VIE - For those entities where KKR holds a variable interest,
management determines whether each of these entities qualifies as a VIE and, if so, whether or not KKR is the
primary beneficiary. The assessment of whether the entity is a VIE is generally performed qualitatively, which
requires judgment. These judgments include: (i) determining whether the equity investment at risk is sufficient to
permit the entity to finance its activities without additional subordinated financial support, (ii) evaluating whether
the equity holders, as a group, can make decisions that have a significant effect on the economic performance of the
entity, (iii) determining whether two or more parties’ equity interests should be aggregated, and (iv) determining
whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to
receive returns from an entity. Entities that do not qualify as VIEs are generally assessed for consolidation as voting
interest entities. Under the voting interest entity model, KKR consolidates those entities it controls through a
majority voting interest.
- Concluding whether KKR has an obligation to absorb losses or the right to receive benefits that could potentially be
significant to the VIE - As there is no explicit threshold in GAAP to define “potentially significant,” we must apply
judgment and evaluate both quantitative and qualitative factors to conclude whether this threshold is met.
Changes to these judgments could result in a change in the consolidation conclusion for a legal entity.
Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date under current market conditions. For further information about our
fair value measurements accounting policies, please see “Note 2—Summary of Significant Accounting Policies—Fair Value
Measurements” in our Annual Report.
Level III Valuation Methodologies
Our investments and financial instruments are impacted by various economic conditions and events outside of our
control that are difficult to quantify or predict, which may have a significant impact on the valuation of our investments and,
therefore, on the carried interest and investment income we realize.
There is inherent uncertainty involved in the valuation of Level III investments, and there is no assurance that, upon
liquidation, KKR will realize the values reflected in our valuations. Our valuations may differ significantly from the values that
would have been used had an active market for the investments existed, and it is reasonably possible that the difference
could be material. See “Risk Factors” in our Annual Report and “—Business Environment” in this report for more information
on factors that may impact our business, financial performance, operating results, and valuations.
Key unobservable inputs that have a significant impact on our Level III valuations as described above are included in Note
9 “Fair Value Measurements” in our financial statements.
Across the total Level III private equity investment portfolio (including core private equity investments) held directly and
through both consolidated and unconsolidated investment vehicles in our Asset Management segment, the overall weights
ascribed to a market comparables valuation methodology, the discounted cash flow valuation methodology, and a valuation
methodology based on pending sales for this portfolio of Level III private equity investments (including core private equity
investments) were 44%, 49%, and 7%, respectively, as of June 30, 2026.
Across the total Level III real assets investment portfolio held directly and through both consolidated and unconsolidated
investment vehicles in our Asset Management segment, the overall weights ascribed to a market comparables valuation
methodology, the discounted cash flow valuation methodology, the direct income capitalization valuation methodology, and a
valuation methodology based on pending sales for this portfolio of Level III real assets investments were 3%, 86%, 2%, and
9%, respectively, as of June 30, 2026.
Level III Valuation Process
The valuation process involved for Level III measurements for our financial statements is completed on a quarterly basis
and is designed to subject the valuation of Level III investments to an appropriate level of consistency, oversight, and review.
For private equity and real asset investments classified as Level III, investment professionals prepare preliminary
valuations based on their evaluation of financial and operating data, company specific developments, market valuations of
comparable companies, and other factors. KKR begins its procedures to determine the fair values of its Level III assets
approximately one month prior to the end of a reporting period, and KKR follows additional procedures to ensure that its
determinations of fair value for its Level III assets are appropriate as of the relevant reporting date. These preliminary
valuations are generally reviewed by an independent valuation firm engaged by KKR to perform certain procedures in order to
assess the reasonableness of KKR's valuations. The valuations of certain real asset investments are determined solely by
independent valuation firms without the preparation of preliminary valuations by our investment professionals, and instead
such independent valuation firms rely on valuation information available to it as a broker or valuation firm. For credit
investments, an independent valuation firm is engaged by KKR to assist with the valuations of most investments classified as
Level III. As of June 30, 2026, less than 5% of the total value of Level III investments in aggregate across all of our segments
were not valued with the engagement of an independent valuation firm.
For Level III investments, KKR has a Global Valuation Committee that is responsible for coordinating and implementing
the firm's valuation processes to ensure consistency in the application of valuation principles across portfolio investments and
between reporting periods. The Global Valuation Committee is assisted by the asset class-specific valuation committees,
which are responsible for the review and approval of all preliminary Level III valuations in their respective asset classes at least
on a quarterly basis. The members of these valuation committees are comprised of investment professionals and
professionals from business operations functions such as legal, compliance, and finance, who are not primarily responsible for
the management of the investments. All Level III valuations for investments are also subject to approval by the Global
Valuation Committee, which is comprised of senior employees including investment professionals and professionals from
business operations functions, and includes KKR's Chief Financial Officer, Chief Legal Officer and General Counsel, and Chief
Compliance Officer. Once Level III valuations are approved by the Global Valuation Committee, a presentation of such
valuations is provided to the Audit Committee and then to the Board of Directors of KKR & Co. Inc. Level III valuations for our
insurance segment’s investments are approved by the Global Atlantic Valuation Committee prior to being presented to the
Global Valuation Committee.
As described above, Level III investments were valued using internal models with significant unobservable inputs, and our
determinations of the fair values of these investments may differ materially from the values that would have resulted if
readily observable inputs had existed. Additional external factors may cause those values, and the values of investments for
which readily observable inputs exist, to increase or decrease over time, which may create volatility in our earnings and the
amounts of assets and stockholders' equity that we report from time to time.
Changes in the fair value of investments impacts the amount of carried interest that is recognized as well as the amount
of investment income that is recognized for investments across our business segments and through our consolidated funds as
described below. We estimate that an immediate 10% decrease in the fair value of investments held directly and through
consolidated investment funds generally would result in a commensurate change in the amount of net gains (losses) from
investment activities for investments held directly and through investment funds and a more significant impact to the amount
of carried interest recognized, regardless of whether the investment was valued using observable market prices or
management estimates with significant unobservable pricing inputs. With respect to consolidated investment funds, the
impact that the consequential decrease in investment income would have on net income attributable to KKR would generally
be significantly less than the amount described above, given that a majority of the change in fair value of our consolidated
funds would be attributable to noncontrolling interests and therefore we are only impacted to the extent of our carried
interest and our ownership in the consolidated investment funds and investment vehicles.
As of June 30, 2026, upon completion by, where applicable, independent valuation firms of certain limited procedures
requested to be performed by them on certain Level III investments, the independent valuation firms concluded that the fair
values, as determined by KKR (including Global Atlantic), of those investments reviewed by them were reasonable. The limited
procedures did not involve an audit, review, compilation or any other form of examination or attestation under generally
accepted auditing standards and were not conducted on all Level III investments. We are responsible for determining the fair
value of investments in good faith, and the limited procedures performed by an independent valuation firm are
supplementary to the inquiries and procedures that we are required to undertake to determine the fair value of the
commensurate investments on a GAAP basis.
As of June 30, 2026, there were no investments across business segments which represented greater than 5% of total
investments on a GAAP basis. Our investment income on a GAAP and segment basis can be impacted by volatility in the public
markets. See “Risk Factors” in our Annual Report and ”Business Environment” in this report for a discussion of factors that
may impact the valuations of our investments, financial results, operating results, and valuations, and “—Segment Balance
Sheet Measures” for additional information regarding our largest holdings on a segment basis.
Business Combinations
KKR accounts for business combinations using the acquisition method of accounting, under which the purchase price of
the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as
of the acquisition date.
Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on
the best information available in the circumstances and may incorporate management’s own assumptions and involve a
significant degree of judgment. We use our best estimates and assumptions to accurately assign fair value to the tangible and
identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those
acquired intangible assets. Examples of critical estimates in valuing certain of the intangible assets we have acquired include,
but are not limited to, future expected cash inflows and outflows, future fundraising assumptions, expected useful life,
discount rates, and income tax rates. Our estimates for future cash flows are based on historical data, various internal
estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates we are
using to manage the underlying assets acquired. We estimate the useful lives of the intangible assets based on the expected
period over which we anticipate generating economic benefit from the asset. We base our estimates on assumptions we
believe to be reasonable but that are unpredictable and inherently uncertain. Unanticipated events and circumstances may
occur that could affect the accuracy or validity of such assumptions, estimates or actual result.
Income Taxes
Significant judgment is required in estimating the provision for (benefit from) income taxes, current and deferred tax
balances (including valuation allowance), accrued interest or penalties, and uncertain tax positions. In evaluating these
judgments, we consider, among other items, projections of taxable income (including the character of such income),
beginning with historic results and incorporating assumptions of the amount of future pre-tax operating income. These
assumptions about future taxable income require significant judgment and are consistent with the plans and estimates that
KKR uses to manage its business. Revisions in estimates or actual costs of a tax assessment may ultimately be materially
different from the recorded accruals and unrecognized tax benefits, if any. Please see Note 18 “Income Taxes” in our financial
statements in this report for further details.
Critical Accounting Policies and Estimates – Asset Management and Strategic Holdings
Revenues
Fees and Other
Fees and other consist primarily of (i) management and incentive fees from providing investment management services
to unconsolidated funds, CLOs, other investment vehicles, and separately managed accounts; (ii) transaction fees earned in
connection with successful investment transactions and from capital markets activities; (iii) monitoring fees from providing
services to portfolio companies; (iv) expense reimbursements from certain investment funds and portfolio companies; and
(v) consulting fees. These fees are based on the contractual terms of the governing agreements and are recognized when
earned, which coincides with the period during which the related services are performed and in the case of transaction fees,
upon closing of the transaction. Monitoring fees may provide for a termination payment following an initial public offering or
change of control. These termination payments are recognized in the period when the related transaction closes.
Transaction fee calculations and management fee calculations based on committed capital or invested capital typically do
not require discretion and therefore do not require the use of significant estimates or judgments. Management fee
calculations based on net asset value depend on the fair value of the underlying investments within the investment vehicles.
Estimates and assumptions are made when determining the fair value of the underlying investments within the funds and
could vary depending on the valuation methodology that is used as well as economic conditions.
Capital Allocation-Based Income (Loss)
Capital allocation-based income (loss) is earned from those arrangements whereby KKR serves as general partner and
includes income or loss from KKR's capital interest as well as “carried interest” which entitles KKR to a disproportionate
allocation of investment income or loss from an investment fund's limited partners.
Carried interest is recognized upon appreciation of the funds’ investment values above certain return hurdles set forth in
their partnership agreement. KKR recognizes revenues attributable to capital allocation-based income based upon the amount
that would be due pursuant to the fund partnership agreement at each period end as if the funds were terminated at that
date. Accordingly, the amount recognized reflects KKR’s share of the gains and losses of the associated funds’ underlying
investments measured at their then-current fair values relative to the fair values as of the end of the prior period. Because of
the inherent uncertainty in measuring the fair value of investments in the absence of observable market prices as previously
discussed, these estimated values may differ significantly from the values that would have been used had a ready market for
the investments existed, and it is reasonably possible that the difference could be material.
Expenses
Compensation and Benefits
Compensation and Benefits expense includes (i) base cash compensation consisting of salaries and wages, (ii) benefits,
(iii) carry pool allocations, (iv) equity-based compensation, and (v) discretionary cash bonuses.
Discretionary Cash Bonus
To supplement base cash compensation, benefits, carry pool allocations, and equity-based compensation, we typically
pay discretionary cash bonuses, which are included in Compensation and Benefits expense in the consolidated statements of
operations, based principally on the level of (i) management fees and other fee related revenues (including incentive fees), (ii)
realized performance income, which includes realized carried interest, and (iii) realized investment income earned during the
year. The amounts paid as discretionary cash bonuses, if any, are at our sole discretion and vary from individual to individual
and from period to period, including having no cash bonus. We accrue discretionary cash bonuses when payment becomes
probable and reasonably estimable which is generally in the period when we make the decision to pay discretionary cash
bonuses and is based upon a number of factors, including the recognition of asset management segment revenues, and other
factors determined during the year.
We expect to pay our employees by assigning a percentage range to each component of asset management segment
revenues. We expect to use approximately: (i) 15%-20% of fee related revenues, (ii) 70%-80% of realized carried interest and
incentive fees not included in fee related performance revenues or earned from our hedge fund partnerships, and (iii)
10%-20% of realized investment income and hedge fund partnership incentive fees, to pay our asset management employees.
Because these ranges are applied to applicable asset management segment revenue components independently, and on an
annual basis, the amount paid as a percentage of total asset management segment revenue will vary and will, for example,
likely be higher in a period with relatively higher realized carried interest and lower in a period with relatively lower realized
carried interest. We decide whether to pay a discretionary cash bonus and determine the percentage of applicable revenue
components to pay compensation only upon the occurrence of the realization event. There is no contractual or other binding
obligation that requires us to pay a discretionary cash bonus to the asset management employees, except in limited
circumstances.
Carry Pool Allocation
With respect to our funds that provide for carried interest, we allocate a portion of the realized and unrealized carried
interest that we earn to Associates Holdings, which we refer to as the carry pool, from which our asset management
employees and certain other carry pool participants are eligible to receive a carried interest allocation. The allocation is
determined based upon a fixed arrangement between Associates Holdings and us, and we do not exercise discretion on
whether to make an allocation to the carry pool upon a realization event. We refer to the portion of carried interest that we
allocate to the carry pool as the carry pool percentage.
Effective January 2, 2024, KKR applies a carry pool percentage of up to 80% for all funds, which is a carry pool percentage
in excess of the carry pool percentages previously fixed by investment fund as discussed further below, which depended on
the fund’s vintage. This increase to the carry pool percentage was approved by a majority of KKR's independent directors, and
the carry pool percentage may not be increased above 80% without the further approval of a majority of KKR's independent
directors. For funds that closed after December 31, 2023, the carry pool percentage is fixed at 80%. For funds that closed prior
to December 31, 2023, the carry pool percentage is calculated at a fixed percentage of 40%, 43%, or 65% (depending on the
fund’s vintage) for carried interest realized up to a high water mark, which was established based on the unrealized carried
interest balance that existed on January 2, 2024, plus an additional percentage amount up to 80% based on a formulaic
allocation, only if the unrealized carried interest balance at any period end exceeds the high water mark. This imposes a
limitation of the carry pool allocation for such funds based on the amount of cumulative unrealized carried interest income
earned subsequent to December 31, 2023.
For funds that closed before December 31, 2023, if the cumulative carried interest subsequent to December 31, 2023 is
not sufficient to fund this formulaic allocation, the allocation of earnings reverts to the carry pool percentage in effect before
this modification. As such, upon modification of the carry pool percentage effective on January 2, 2024, the cumulative
unrealized carried interest was not sufficient to fund the additional formulaic allocation percentage in excess of the pre-
existing 40%, 43%, and 65% carry pool percentages, and therefore no incremental expense was recognized as of such date.
The carry pool percentage applicable for all funds that closed prior to December 31, 2023 will not be less than their applicable
carry pool percentages of 40%, 43%, or 65% prior to December 31, 2023 (for funds that closed after December 31, 2020 but
before December 31, 2023, the carry pool percentage was fixed at 65%; for funds that closed after June 30, 2017 but before
December 31, 2020, the carry pool percentage was fixed at 43%; and the carry pool percentage was fixed at 40% for older
funds that contributed to KKR's carry pool), and will not be more than 80%. The intent of this modification is that for all funds
that closed prior to January 2, 2024, upon the final liquidation of each fund, realized carried interest distributed will equal the
historical fund carry pool allocations up to the high water mark and only distributions of realized carried interest in excess of
the high water mark will be distributed at 80 percent if and only if the unrealized carried interest balance at any period end
exceeds the high water mark. Under no circumstance would a distribution of carried interest exceed 80% of the total allocable
carried interest at any time.
KKR accounts for the carry pool as a compensatory profit-sharing arrangement in Accrued Expenses and Other Liabilities
within the accompanying consolidated statements of financial condition in conjunction with the related carried interest
income and it is recorded as compensation expense. The liability that is recorded in each period reflects the legal entitlement
of Associates Holdings at each point in time should the total unrealized carried interest be realized at the value recorded at
each reporting date. Upon a reversal of carried interest income, the related carry pool allocation, if any, is also reversed.
Accordingly, such compensation expense is subject to both positive and negative adjustments.
On the Sunset Date (which will not be later than December 31, 2026), KKR will acquire control of Associates Holdings and
will commence making decisions regarding the allocation of the carry proceeds pursuant to the limited partnership agreement
of Associates Holdings. Until the Sunset Date, our Co-Founders will continue to make decisions regarding the allocation of the
carry proceeds to themselves and others, pursuant to the limited partnership agreement of Associates Holdings, provided that
any allocation of carry proceeds to the Co-Founders will be on a percentage basis consistent with past practice. For additional
information about the Sunset Date and the Reorganization Agreement, see Note 1 “Organization” in our financial statements
included in this report.
Equity-based Compensation
In addition to the cash-based compensation and carry pool allocations as described above, employees receive equity
grants under our Equity Incentive Plan, most of which are subject to service-based vesting typically over a three to five-year
period from the date of grant, and some of which are also subject to the achievement of market-based conditions. Certain of
these grants are subject to post-vesting transfer restrictions and minimum retained ownership requirements.
Compensation expense relating to the issuance of equity-based grants is measured at fair value on the grant date. In
determining the aggregate fair value of any award grants, we make judgments as to the grant-date fair value, particularly for
certain equity grants with a vesting condition based upon market conditions, whose grant date fair values are based on a
probability distributed Monte-Carlo simulation. See Note 19 “Equity-based Compensation,” in our financial statements
included in this report for further discussion and activity of these grants.
Investment Income (Loss) – Net Gains (Losses) from Investment Activities
Net gains (losses) from investment activities consist of realized and unrealized gains and losses arising from our
investment activities as well as income earned from certain equity method investments. Fluctuations in net gains (losses) from
investment activities between reporting periods is driven primarily by changes in the fair value of our investment portfolio as
well as the realization of investments. The fair value of, as well as the ability to recognize gains from, our investments is
significantly impacted by the global financial markets, which, in turn, affects the net gains (losses) from investment activities
recognized in any given period. Upon the disposition of an investment, previously recognized unrealized gains and losses are
reversed and an offsetting realized gain or loss is recognized in the current period. Since our investments are carried at fair
value, fluctuations between periods could be significant due to changes to the inputs to our valuation process over time. For a
further discussion of our fair value measurements and fair value of investments, see above “—Critical Accounting Policies and
Estimates—Fair Value Measurements.”
Critical Accounting Policies and Estimates – Insurance
Policy liabilities, or colloquially, “reserves,” are the portion of past premiums or assessments received that are set aside
to meet future policy and contract obligations as they become due. Interest accrues on the reserves and on future premiums,
which may also be available to pay for future obligations. Global Atlantic establishes reserves to pay future policy benefits,
claims, and certain expenses for its life policies and annuity contracts.
Global Atlantic’s reserves are estimated based on models that include many actuarial assumptions and projections. These
assumptions and projections, which are inherently uncertain, involve significant judgment, including assumptions as to the
levels and/or timing of premiums, benefits, claims, expenses, interest credits, investment results (including equity market
returns), mortality, longevity, and persistency.
The assumptions on which reserves are based are intended to represent an estimation of experience for the period that
policy benefits are payable. Global Atlantic reviews the adequacy of its reserves and the assumptions underlying those
reserves at least annually. Global Atlantic cannot, however, determine with precision the amount or the timing of actual
benefit payments. If actual experience is better than or equal to the assumptions, then reserves would be adequate to
provide for future benefits and expenses. If experience is worse than the assumptions, additional reserves may be required to
meet future policy and contract obligations. This would result in a charge to Global Atlantic's net income during the period in
which excess benefits are paid or an increase in reserves occurs.
For a majority of Global Atlantic’s in-force policies, including its interest-sensitive life policies and most annuity contracts,
the base policy reserve is equal to the account value. For these products, the account value represents Global Atlantic’s
obligation to repay to the policyholder the amounts held with Global Atlantic on deposit. However, there are several
significant blocks of business where policy reserves, in addition to the account value, are explicitly calculated, including
variable annuities, fixed-indexed annuities, interest-sensitive life products (including those with secondary guarantees), and
preneed policies.
Market Risk Benefits
Market risk benefits are contracts or contract features that both provide protection to the policyholder from other-than-
nominal capital market risk and expose Global Atlantic to other-than-nominal capital market risk. Market risk benefits include
certain contract features on fixed annuity and variable annuity products, including minimum guarantees to policyholders,
such as guaranteed minimum death benefits (“GMDBs”), guaranteed minimum withdrawal benefits (“GMWBs”), and long-
term care benefits (which are capped at the return of account value plus one or two times the account value).
Some of Global Atlantic's variable annuity and fixed-indexed annuity contracts contain a GMDB feature that provides a
guarantee that the benefit received at death will be no less than a prescribed minimum amount, even if the account balance
is reduced to zero. This amount is based on either the net deposits paid into the contract, the net deposits accumulated at a
specified rate, the highest historical account value on a contract anniversary, or sometimes a combination of these values. If
the GMDB is higher than the current account value at the time of death, Global Atlantic incurs a cost equal to the difference.
Global Atlantic issues fixed-indexed annuity and variable annuity contracts with a guaranteed minimum withdrawal
feature. GMWB are an optional benefit where the contract owner is entitled to withdraw a maximum amount of their benefit
base each year.
Once exercised, living benefit features provide annuity policyholders with a minimum guaranteed stream of income for
life. A policyholder’s annual income benefit is generally based on an annual withdrawal percentage multiplied by the benefit
base. The benefit base is defined in the policy and is generally the initial premium, reduced by any partial withdrawals and
increased by a defined percentage, formula, or index credits. Any living benefit payments are first deducted from the account
value. Global Atlantic is responsible for paying any excess guaranteed living benefits still owed after the account value has
reached zero.
The ultimate cost of these benefits will depend on the level of market returns and the level of contractual guarantees, as
well as policyholder behavior, including surrenders, withdrawals, and benefit utilization. For Global Atlantic's fixed-indexed
annuity products, costs also include certain non-guaranteed terms that impact the ultimate cost, such as caps on crediting
rates that Global Atlantic can, in its discretion, reset annually.
See Note 17 “Policy Liabilities” in our financial statements for additional information.
As of June 30, 2026, the net market risk liability balance totaled $1.4 billion. As of June 30, 2026, the liability balances for
market risk benefits were $1.2 billion for fixed-indexed annuities and $220.5 million for variable and other annuities. The
increase (decrease) to the net market risk benefit liability balance as a result of hypothetical changes in interest rates,
instrument-specific credit risk, equity market prices, expected mortality, and expected surrenders are summarized in the table
below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or
items considered in the measurement of such balances.
_As of June 30, 2026_
| ($ in thousands) | Fixed-Indexed Annuity | Other |
| --- | --- | --- |
| Balance | $1,223,068 | $220,469 |
| Hypothetical Change: | | |
| +50 bps Interest Rates | (162,045) | (32,245) |
| -50 bps Interest Rates | 179,900 | 35,744 |
| +50 bps Instrument-specific Credit Risk | (163,266) | (16,265) |
| -50 bps Instrument-specific Credit Risk | 180,488 | 17,711 |
| +10% Equity Market Prices | (72,014) | (36,394) |
| -10% Equity Market Prices | 58,338 | 41,062 |
| 95% of Expected Mortality | 67,554 | 3,195 |
| 105% of Expected Mortality | (63,519) | (2,696) |
| 90% of Expected Surrenders | 32,959 | 1,106 |
| 110% of Expected Surrenders | (31,445) | (1,092) |
Note: Hypothetical changes to the market risk benefits liability balance do not reflect the impact of related hedges.
Policy Liabilities Accounted for Under a Fair Value Option
Variable annuity contracts offered and assumed by Global Atlantic provide the contractholder with a GMDB. The liabilities
for these benefits are included in policy liabilities. Global Atlantic elected the fair value option to measure the liability for
certain of these variable annuity contracts valued at $225.0 million as of June 30, 2026. Fair value is calculated as the present
value of the estimated death benefits less the present value of the GMDB fees, using 1,000 risk neutral scenarios. Global
Atlantic discounts the cash flows using the U.S. Treasury rates plus an adjustment for instrument-specific credit risk in the
consolidated statement of financial condition. The change in the liabilities for these benefits is included in policy benefits and
claims in the consolidated statement of operations.
As of June 30, 2026, variable annuities accounted for using the fair value option totaled $225.0 million. The increase
(decrease) in the reserves for variable annuities accounted for using the fair value option as a result of hypothetical changes in
interest rates, instrument-specific credit risk, equity market prices, expected mortality, and expected surrenders are
summarized in the table below. This sensitivity considers the direct effect of such changes only and not changes in any other
assumptions used in or items considered in the measurement of such balances.
_As of June 30, 2026_
| ($ in thousands) | Variable Annuities |
| --- | --- |
| Balance | $225,043 |
| Hypothetical Change: | |
| +50 bps Interest Rates | (15,435) |
| -50 bps Interest Rates | 16,725 |
| +50 bps Instrument-specific Credit Risk | (9,013) |
| -50 bps Instrument-specific Credit Risk | 9,327 |
| +10% Equity Market Prices | (12,151) |
| -10% Equity Market Prices | 14,600 |
| 95% of Expected Mortality | (4,292) |
| 105% of Expected Mortality | 4,108 |
| 90% of Expected Surrenders | (271) |
| 110% of Expected Surrenders | 234 |
Note: Hypothetical changes to the liability balances do not reflect the impact of related hedges.
Liability for Future Policyholder Benefits
A liability for future policy benefits, which is the present value of estimated future policy benefits to be paid to or on
behalf of policyholders and certain related expenses less the present value of estimated future net premiums to be collected
from policyholders, is accrued as premium revenue is recognized. The liability is estimated using current assumptions that
include mortality, morbidity, lapses, and expenses. These current assumptions are based on judgments that consider Global
Atlantic’s historical experience, industry data, and other factors, and are updated quarterly and the current period change in
the liability is recognized as a separate component of benefit expense in the consolidated income statement.
As of June 30, 2026, the liability for future policy benefits totaled $14.8 billion, net of reinsurance, split between $13.0
billion associated with payout annuity products, and $1.9 billion of life and other insurance products (including assumed long-
term care insurance where Global Atlantic retroceded mortality and morbidity risks to a third-party reinsurer). The increase
(decrease) as a result of hypothetical changes in interest rates, credit spreads, expected mortality, and expected surrenders
and lapses are summarized in the table below. This sensitivity considers the direct effect of such changes only and not
changes in any other assumptions used in or items considered in the measurement of such balances.
_As of June 30, 2026_
| ($ in thousands) | Payout Annuities | Other |
| --- | --- | --- |
| Balance | $12,969,542 | $1,856,432 |
| Hypothetical Change: | | |
| +50 bps Interest Rates | (206,531) | (477,417) |
| -50 bps Interest Rates | 221,497 | 514,229 |
| +50 bps Credit Spreads | (162,716) | (370,882) |
| -50 bps Credit Spreads | 168,556 | 385,775 |
| 95% of Expected Mortality(1) | 76,702 | 41,438 |
| 105% of Expected Mortality(1) | (72,869) | (39,381) |
| 90% of Expected Surrenders/Lapses | — | (10,720) |
| 110% of Expected Surrenders/Lapses | — | 9,796 |
Note: Hypothetical changes to the liability for future policy benefits balance do not reflect the impact of related hedges.
(1) Includes decrements for terminations of disability insurance.
Additional Liability for Annuitization, Death, or Other Insurance Benefits: No-Lapse Guarantees
Global Atlantic has in-force interest-sensitive life contracts where it provides a secondary guarantee to the policyholder.
The policy can remain in-force, even if the base policy account value is zero, as long as contractual secondary guarantee
requirements have been met. The primary risk to Global Atlantic is that the premium collected under these policies, together
with the investment return Global Atlantic earns on that premium, is ultimately insufficient to pay the policyholder’s benefits
and the expenses associated with issuing and administering these policies. Global Atlantic holds an additional reserve in
connection with these guarantees.
The additional reserves related to interest-sensitive life products with secondary guarantees are calculated using
methods similar to those described above under “—Critical Accounting Policies and Estimates – Insurance—Policy Liabilities—
Market Risk Benefits.” The costs related to these secondary guarantees are recognized over the life of the contracts through
the accrual and subsequent release of a reserve which is revalued each period. The reserve is calculated based on
assessments, over a range of economic scenarios to incorporate the variability in the obligation that may occur under
different environments. The change in the reserve is included in policy benefits and claims in the consolidated statements of
operations.
As of June 30, 2026, the additional liability balance of primarily interest-sensitive life totaled $6.3 billion, net of
reinsurance. The increase (decrease) to the additional liability balance, as a result of hypothetical changes in interest rates,
equity market prices, annual equity growth, expected mortality, and expected surrenders are summarized in the table below.
This sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items
considered in the measurement of the interest-sensitive life no-lapse guarantee liability balance.
_As of June 30, 2026_
| ($ in thousands) | Interest-Sensitive Life |
| --- | --- |
| Balance | $6,308,819 |
| Hypothetical Change: | |
| +50 bps Interest Rates | 1,781 |
| -50 bps Interest Rates | (1,796) |
| +10% Equity Market Prices | (1,407) |
| -10% Equity Market Prices | 748 |
| 1% Lower Annual Equity Growth | 7,419 |
| 95% of Expected Mortality | (55,374) |
| 105% of Expected Mortality | 54,517 |
| 90% of Expected Surrenders | 24,533 |
| 110% of Expected Surrenders | (24,011) |
Note: Hypothetical changes to the interest-sensitive life additional liability for annuitization, death, or other insurance benefits balance do not reflect the
impact of related hedges.
Embedded Derivatives in Policy Liabilities and Funds Withheld
Global Atlantic's fixed-indexed annuity, variable annuity, and indexed universal life products contain equity-indexed
features, which are considered embedded derivatives and are required to be measured at fair value.
Global Atlantic calculates the embedded derivative as the present value of future projected benefits in excess of the
projected guaranteed benefits, using an option budget as the indexed account value growth rate. In addition, the fair value of
the embedded derivative is reduced to reflect instrument specific credit risk on Global Atlantic's obligation (that is, Global
Atlantic's own credit risk).
Changes in interest rates, future index credits, instrument-specific credit risk, projected withdrawal and surrender
activity, and mortality on fixed-indexed annuity and interest-sensitive life products can have a significant impact on the value
of the embedded derivative.
Valuation of Embedded Derivatives – Fixed-Indexed Annuities
Fixed-indexed annuity contracts allow the policyholder to elect a fixed interest rate of return or a market indexed strategy
where interest credited is based on the performance of an index, such as the S&P 500 Index, or other indexes. The market
indexed strategy is an embedded derivative, similar to a call option. The fair value of the embedded derivative is computed as
the present value of benefits attributable to the excess of the projected policy contract values over the projected minimum
guaranteed contract values. The projections of policy contract values are based on assumptions for future policy growth,
which include assumptions for expected index credits, future equity option costs, volatility, interest rates, and policyholder
behavior. The projections of minimum guaranteed contract values include the same assumptions for policyholder behavior as
are used to project policy contract values. The embedded derivative cash flows are discounted using a risk-free interest rate
increased by instrument-specific credit risk tied to Global Atlantic's own credit rating.
Valuation of Embedded Derivatives – Interest-Sensitive Life Products
Interest-sensitive life products allow a policyholder’s account value to grow based on the performance of certain equity
indexes, which results in an embedded derivative similar to a call option. The embedded derivative related to the index is
bifurcated from the host contract and measured at fair value. The valuation of the embedded derivative is the present value
of future projected benefits in excess of the projected guaranteed benefits, using the option budget as the indexed account
value growth rate and the guaranteed interest rate as the guaranteed account value growth rate. Present values are based on
discount rate curves determined at the valuation date or issue date as well as assumed lapse and mortality rates. The discount
rate equals the forecast treasury rate increased by instrument-specific credit risk tied to Global Atlantic’s own credit rating.
Changes in discount rates and other assumptions such as spreads and/or option budgets can have a substantial impact on the
embedded derivative.
Valuation of Embedded Derivatives in Modified Coinsurance or Funds Withheld
Global Atlantic's reinsurance agreements include modified coinsurance and coinsurance with funds withheld
arrangements that include terms that require payment by the ceding company of a principal amount plus a return that is
based on a proportion of the ceding company’s return on a designated portfolio of assets. Because the return on the funds
withheld receivable or payable is not clearly and closely related to the host insurance contract, these contracts are deemed to
contain embedded derivatives, which are measured at fair value. Global Atlantic is exposed to both the interest rate and
credit risk of the assets. Changes in discount rates and other assumptions can have a significant impact on this embedded
derivative. The fair value of the embedded derivatives is included in the funds withheld receivable at interest and funds
withheld payable at interest line items on our consolidated statement of financial condition. The change in the fair value of
the embedded derivatives is recorded in net investment-related gains (losses) in the consolidated statement of operations.
As of June 30, 2026, the embedded derivative liability balance totaled $8.0 billion for fixed-indexed annuities, and $497.5
million for interest-sensitive life. The increase (decrease) to the embedded derivatives on fixed-indexed annuity and indexed
universal life as a result of hypothetical changes in interest rates, credit spreads, and equity market prices are summarized in
the table below. This sensitivity considers the direct effect of such changes only and not changes in any other assumptions
used in or items considered in the measurement of such balances.
_As of June 30, 2026_
| ($ in thousands) | Fixed-Indexed Annuities | Interest Sensitive Life |
| --- | --- | --- |
| Balance | $7,968,063 | $497,455 |
| Hypothetical Change: | | |
| +50 bps Interest Rates | (110,782) | (4,765) |
| -50 bps Interest Rates | 116,343 | 4,960 |
| +50 bps Credit Spreads | (147,983) | (4,765) |
| -50 bps Credit Spreads | 153,138 | 4,960 |
| +10% Equity Market Prices | 713,176 | 23,776 |
| -10% Equity Market Prices | (743,705) | (54,879) |
Note: Hypothetical changes to the market risk benefits liability balance do not reflect the impact of related hedges.
As of June 30, 2026, the embedded derivative balance for modified coinsurance or funds withheld arrangements was a
$2.5 billion net asset ($87.8 million in funds withheld receivables at interest, and $(2.4) billion in funds withheld payable at
interest). The increase (decrease) to the embedded derivatives on fixed-indexed annuity and interest-sensitive life products as
a result of hypothetical changes in interest rates and investment credit spreads are summarized in the table below. This
sensitivity considers the direct effect of such changes only and not changes in any other assumptions used in or items
considered in the measurement of such balances.
_As of June 30, 2026_
| ($ in thousands) | Embedded Derivative on Funds Withheld Receivable | Embedded Derivative on Funds Withheld Payable |
| --- | --- | --- |
| Balance | $87,762 | $(2,392,465) |
| Hypothetical Change: | | |
| +50 bps Interest Rates | (2,520) | (1,424,298) |
| -50 bps Interest Rates | 7,147 | 1,516,105 |
| +50 bps Investment Credit Spreads | (41,321) | (1,537,432) |
| -50 bps Investment Credit Spreads | 41,321 | 1,629,238 |
Note: Hypothetical changes to the funds withheld receivable and payable embedded derivative balances do not reflect the impact of related hedges or trading
assets which back the funds withheld at interest.
Recently Issued Accounting Pronouncements
For a full discussion of recently issued accounting pronouncements, see Note 2 “Summary of Significant Accounting
Policies” in our financial statements included in this report.
## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We believe there were no material changes to our market risks during the three months ended June 30, 2026. For a
discussion of our market risks in general, please refer to our Annual Report on Form 10-K for the year ended December 31,
2025. In addition, for a discussion of current risks, uncertainties, and other market and economic conditions, see
“Management's Discussion and Analysis of Financial Condition and Results of Operations—Business Environment.”
## 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 Co-Chief Executive
Officers 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 Co-
Chief Executive Officers and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of June 30, 2026. Based upon that evaluation, our Co-Chief Executive Officers and Chief Financial
Officer have concluded that, as of June 30, 2026, 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) of the Exchange Act)
occurred during the three months ended June 30, 2026, that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II — OTHER INFORMATION
## ITEM 1. LEGAL PROCEEDINGS.
For a discussion of KKR's legal proceedings, see the section entitled “Legal Proceedings” appearing in Note 24
“Commitments and Contingencies” in our financial statements included elsewhere in this report, which is incorporated herein
by reference.
## ITEM 1A. RISK FACTORS.
Other than as set forth in “Management's Discussion and Analysis of Financial Condition and Results of Operations—
Business Environment” in this report, there were no material changes to the risk factors disclosed in our Annual Report.
## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Share Repurchases in the Three Months Ended June 30, 2026
Under our current share repurchase program, KKR is authorized to repurchase its common stock from time to time in
open market transactions, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any
common stock repurchases will be determined by KKR in its discretion and will depend on a variety of factors, including legal
requirements, price and economic and market conditions. KKR expects that the program, which has no expiration date, will
continue to be in effect until the maximum approved dollar amount has been used. The program does not require KKR to
repurchase any specific number of shares of common stock, and the program may be suspended, extended, modified or
discontinued at any time. In addition to the repurchases of common stock described above, the repurchase program is used
for the retirement (by cash settlement or the payment of tax withholding amounts upon net settlement) of equity grants
issued pursuant to our Equity Incentive Plan representing the right to receive shares of common stock.
As of July 24, 2026, there is approximately $87 million remaining under KKR's share repurchase program.
The table below sets forth the information with respect to repurchases made by or on behalf of KKR & Co. Inc. or any
“affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock for the periods
presented. During the three months ended June 30, 2026, 328,544 shares of common stock were repurchased, and 1,228,266
equity grants were retired.
**Issuer Purchases of Common Stock**
_(amounts in thousands, except share and per share amounts)_
| Line item | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) |
| --- | --- | --- | --- | --- |
| Month #1(April 1, 2026 to April 30, 2026) | 72,186 | $89.75 | 72,186 | $167,009 |
| Month #2(May 1, 2026 to May 31, 2026) | — | $— | — | $124,018 |
| Month #3(June 1, 2026 to June 30, 2026) | 256,358 | $89.67 | 256,358 | $99,864 |
| Total through June 30, 2026 | 328,544 | | 328,544 | $99,864 |
(1) Our existing share repurchase program was announced in April 2024. In March 2026, the share repurchase program was amended such that when the
remaining available amount under the share repurchase program becomes $50 million or less, the total available amount under the share repurchase
program will automatically increase by an additional $500 million to the then remaining available amount (the “Share Repurchase Program Increase
Threshold”). As of July 24, 2026, there is approximately $87 million remaining under the program. Any additional increases to the total available amount
after the Share Repurchase Program Increase Threshold is reached would require a separate approval by the Board of Directors of KKR & Co. Inc. The
repurchase program does not have an expiration date.
## ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
## ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
## ITEM 5. OTHER INFORMATION.
Not applicable.
## Item 6. [Exhibits](#id8ecce893738490fb9a1e4905b354f92_490) [185](#id8ecce893738490fb9a1e4905b354f92_490)
[SIGNATURES](#id8ecce893738490fb9a1e4905b354f92_493) [186](#id8ecce893738490fb9a1e4905b354f92_493)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains 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"),
which reflect our current views with respect to, among other things, our operations and financial performance. You can
identify these forward-looking statements by the use of words such as “outlook,“ “believe,“ “think,“ “expect,“ “potential,“
“continue,“ “may,“ “should,“ “seek,“ “approximately,“ “predict,“ “intend,“ “will,“ “plan,“ “estimate,“ “anticipate,“ “visibility,”
“positioned,” “path to,” “conviction,” the negative version of these words, other comparable words or other statements that
do not relate strictly to historical or factual matters. Without limiting the foregoing, forward-looking statements may include
statements regarding KKR’s business, financial condition, liquidity and results of operations, including capital invested,
uncalled commitments, cash and short-term investments, and levels of indebtedness; the potential for future business
growth; outstanding shares of common stock of KKR & Co. Inc. and its capital structure; non-GAAP and segment measures and
performance metrics, including assets under management (“AUM”), fee paying assets under management (“FPAUM”),
Adjusted Net Income, Total Operating Earnings, Total Segment Earnings, Fee Related Earnings (“FRE”), Insurance Operating
Earnings, Strategic Holdings Operating Earnings, Total Investing Earnings, and Total Segment Earnings; the declaration and
payment of dividends on capital stock of KKR & Co. Inc.; the timing, manner and volume of repurchase of shares of common
stock of KKR & Co. Inc.; our statements regarding the potential of, and future financial results from, KKR’s Strategic Holdings
segment, including expectations about dividend payments and earnings from companies and businesses in the Strategic
Holdings segment in the future, the future growth of such companies and businesses, and the potential for compounding
earnings over a longer period of time from such segment; KKR’s ability to grow its AUM, to deploy capital, to realize
unrealized investment appreciation, and the time period over which such events may occur; KKR’s ability to manage the
investments in and operations of acquired companies and businesses; the effects of any transactional activity on KKR’s
operating results, including pending sales of investments; expansion and growth opportunities and other synergies resulting
from acquisitions of companies, including the acquisition of Arctos Partners and businesses in our Strategic Holdings segment,
internal reorganizations or strategic partnerships with third parties; the timing and expected impact to our business of any
new investment fund, vehicle or product launches; the timing and completion of certain transactions contemplated by the
Reorganization Agreement entered into on October 8, 2021 by KKR & Co. Inc.; the implementation or execution of, or results
from, any strategic initiatives, including efforts to distribute financial products to individual investors; the modification of our
compensation framework announced on November 29, 2023, which decreased the targeted percentage of compensation
from fee related revenues and increased the targeted percentage from realized carried interest and certain incentive fees;
and our insurance business's strategic initiatives to invest more into non-yielding or lower-yield asset classes like private
equity and real assets, expand outside the United States, and raise more third-party co-investment insurance capital.
Forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors
that could cause actual outcomes or results to differ materially from those indicated in these statements or cause the
anticipated benefits and synergies from transactions to not be realized. We believe these factors include those described in
the section entitled “Risk Factors“ in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual
Report“). These factors should be read in conjunction with the other cautionary statements that are included in this report
and in our other filings with the U.S. Securities and Exchange Commission (“SEC“). We do not undertake any obligation to
publicly update or revise any forward-looking statement, whether as a result of new information, future developments or
otherwise, except as required by law.
CERTAIN TERMS USED IN THIS REPORT
In this report, references to “KKR,” “we,” “us,” and “our” refer to KKR & Co. Inc. and its subsidiaries, including The Global
Atlantic Financial Group LLC (”GAFG” and, together with its insurance companies and other subsidiaries, “Global Atlantic”),
unless the context requires otherwise.
References to the “Series I preferred stockholder” or “KKR Management” are to KKR Management LLP, the holder of the
sole outstanding share of our Series I preferred stock. KKR Management is owned by our senior employees, including Mr.
Henry Kravis and Mr. George Roberts (our “Co-Founders”). References to “carry pool participants” are to our current and
former employees who hold interests in our “carry pool,” which refers to the carried interest generated by KKR’s business that
is allocated to KKR Associates Holdings L.P. (“Associates Holdings”), in which carry pool participants are limited partners.
Associates Holdings is currently not a subsidiary of KKR & Co. Inc.
KKR Group Partnership L.P. (“KKR Group Partnership”) is the intermediate holding company that owns the entirety of
KKR’s business. Unless otherwise indicated, references to equity interests in KKR’s business, or to percentage interests in
KKR’s business, reflect the aggregate equity interests in KKR Group Partnership, and are net of amounts that have been
allocated to carry pool participants and any other holders of minority interests in KKR Group Partnership. References to a
“KKR Group Partnership Unit” refer to one Class A partner interest in KKR Group Partnership for periods on and after January
1, 2020. “Exchangeable securities” refers to securities that have the right to acquire KKR Group Partnership Units and to
exchange them for our shares of common stock. As of the date of this report, our only outstanding exchangeable securities
are (i) restricted holdings units issued through KKR Holdings II L.P. (“KKR Holdings II”), which are issued under the Amended
and Restated KKR & Co. Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”), and (ii) restricted holdings units
issued through KKR Holdings III L.P. (“KKR Holdings III”), which are not issued under the 2019 Equity Incentive Plan. In the
future, we may issue securities other than restricted holdings units that may constitute exchangeable securities.
On October 8, 2021, KKR entered into a Reorganization Agreement (the “Reorganization Agreement”) with KKR Holdings
L.P. (“KKR Holdings”), KKR Management, Associates Holdings, and the other parties thereto. Pursuant to the Reorganization
Agreement, the parties agreed to undertake a series of integrated transactions to effect a number of transformative structural
and governance changes, including (a) the acquisition by KKR of KKR Holdings and all of the KKR Group Partnership Units held
by it (which as noted below was completed), (b) the future elimination of voting control by KKR Management and the Series I
preferred stock held by it, (c) the future establishment of voting rights for all common stock on a one vote per share basis,
including with respect to the election of directors, and (d) the future control of the carry pool by KKR. On May 31, 2022, KKR
completed the acquisition of KKR Holdings and the 258.3 million KKR Group Partnership Units held by it, and in exchange KKR
issued and delivered 266.8 million shares of common stock to the limited partners of KKR Holdings. On the “Sunset
Date” (which will occur no later than December 31, 2026), KKR will cancel the Series I preferred stock, establish voting rights
for all common stock on a one vote per share basis, and acquire control of the carry pool. For more information about the
Reorganization Agreement, see Note 1 “Organization” in our financial statements included in this report.
KKR’s asset management business is conducted by Kohlberg Kravis Roberts & Co. L.P. and various other subsidiaries of
KKR & Co. Inc. other than Global Atlantic. KKR’s insurance business is operated by Global Atlantic, in which KKR acquired a
majority controlling interest on February 1, 2021 and of which KKR acquired all the remaining equity interests in Global
Atlantic on January 2, 2024 (the “2024 GA Acquisition”). KJR Management (“KJRM”) is a Japanese real estate asset manager,
which KKR acquired on April 28, 2022.
References to our “funds,” “vehicles,” or “investment vehicles” refer to a wide array of investment funds, vehicles, and
accounts that are advised, managed, or sponsored by one or more subsidiaries of KKR, including collateralized loan obligations
(“CLOs”), certain operating companies, and business development companies (each, a “BDC”), unless the context requires
otherwise. These references do not include the investment funds, vehicles, or accounts of any hedge fund partnership or any
other third-party asset manager with which we have formed a strategic partnership or have acquired a minority ownership
interest. Unless the context requires otherwise, references to “fund investors” or “investors in our investment vehicles” refers
to the third-party investors in these funds and investment vehicles. References to “strategic investor partnerships” refers to
separately managed accounts with certain investors, which typically have investment periods longer than our traditional
funds and typically provide for investments across different investment strategies. References to “hedge fund partnerships”
refers to strategic partnerships with third-party hedge fund managers in which KKR owns a minority stake.
Unless otherwise indicated, references in this report to our outstanding common stock on a fully exchanged and diluted
basis reflect (i) actual shares of common stock outstanding, (ii) shares of common stock issuable pursuant to equity grants
actually granted pursuant to the 2019 Equity Incentive Plan, and (iii) shares of common stock issuable from exchangeable
securities, including vested partnership interests in KKR Holdings III. Our outstanding common stock on a fully exchanged and
diluted basis does not include shares of common stock available for issuance pursuant to the 2019 Equity Incentive Plan for
which equity grants have not yet been granted or any shares of common stock into which all outstanding shares of Series D
Mandatory Convertible Preferred Stock are convertible.
In this report, the term “GAAP” refers to accounting principles generally accepted in the United States of America. We
disclose certain financial measures in this report that are calculated and presented using methodologies other than in
accordance with GAAP, including Adjusted Net Income, Total Asset Management Segment Revenues, Total Segment Earnings,
Total Investing Earnings, Total Operating Earnings, FRE, and Strategic Holdings Operating Earnings. We believe that providing
these performance measures on a supplemental basis to our GAAP results is helpful to stockholders in assessing the overall
performance of KKR's businesses. These non-GAAP financial measures should not be considered as a substitute for similar
financial measures calculated in accordance with GAAP. We caution readers that these non-GAAP financial measures may
differ from the calculations of other investment managers, and as a result, may not be comparable to similar measures
presented by other investment managers. Reconciliations of these non-GAAP financial measures to the most directly
comparable financial measures calculated and presented in accordance with GAAP, where applicable, are included under
“Management's Discussion and Analysis of Financial Condition and Results of Operations—Segment Balance Sheet Measures
—Reconciliations to GAAP Measures.” This report also uses the terms AUM, FPAUM, and capital invested. You should note
that our calculations of these and other operating metrics may differ from the calculations of other investment managers and,
as a result, may not be comparable to similar metrics presented by other investment managers. These non-GAAP and
operating metrics are defined in the section “Management's Discussion and Analysis of Financial Condition and Results of
Operations—Key Segment and Non-GAAP Performance Measures—Other Terms and Capital Metrics.”
The use of any defined term in this report to mean more than one entity, person, security, or other item collectively is
solely for convenience of reference and in no way implies that such entities, persons, securities, or other items are one
indistinguishable group. For example, notwithstanding the use of the defined terms “KKR,” “we” and “our” in this report to
refer to KKR & Co. Inc. and its subsidiaries, each subsidiary of KKR & Co. Inc. is a standalone legal entity that is separate and
distinct from KKR & Co. Inc. and any of its other subsidiaries. Any KKR entity (including any Global Atlantic entity) referenced
herein is responsible for its own financial, contractual, and legal obligations. Additionally, references to “including“ are for the
purpose of illustration and shall be read to mean “including without limitation“ unless the context explicitly requires
otherwise.
PART I - FINANCIAL INFORMATION
---
## EX-10.1
SEC source: [ex10_1.htm](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/ex10_1.htm)
**Exhibit 10.1**
***Execution Version***
FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT
dated as of
July 30, 2026
among
KOHLBERG KRAVIS ROBERTS & CO. L.P.
and
KKR GROUP PARTNERSHIP L.P.,
as Borrowers,
The Guarantors from time to time party hereto,
The Lenders from time to time party hereto,
and
HSBC BANK USA, NATIONAL ASSOCIATION,
as Administrative Agent
HSBC SECURITIES (USA) INC.,
as Sole Lead Arranger and Sole Bookrunner
---
**TABLE OF CONTENTS**
Page
| | | |
| --- | --- | --- |
| Article 1 Definitions | | 1 |
| Section 1.01. | Defined Terms | 1 |
| Section 1.02. | Classification of Loans and Borrowings | 29 |
| Section 1.03. | Terms Generally | 29 |
| Section 1.04. | Accounting Terms; GAAP | 30 |
| Section 1.05. | Exchange Rates; Currency Equivalents | 30 |
| Section 1.06. | Additional Alternative Currencies | 30 |
| Section 1.07. | Change of Currency | 31 |
| Section 1.08. | Interest Rates | 31 |
| Section 1.09. | Divisions | 31 |
| Article 2 The Credits | | 32 |
| Section 2.01. | Commitments | 32 |
| Section 2.02. | Loans and Borrowings | 32 |
| Section 2.03. | Requests for Borrowings | 32 |
| Section 2.04. | Swingline Loans | 33 |
| Section 2.05. | Letters of Credit | 34 |
| Section 2.06. | Funding of Borrowings | 38 |
| Section 2.07. | Interest Elections | 39 |
| Section 2.08. | Termination and Reduction of Commitments | 40 |
| Section 2.09. | Repayment of Loans; Evidence of Debt | 41 |
| Section 2.10. | Prepayment of Loans; Collateralization of LC Exposure | 41 |
| Section 2.11. | Fees | 42 |
| Section 2.12. | Interest | 43 |
| Section 2.13. | Effect of Benchmark Transition Event | 44 |
| Section 2.14. | Increased Costs | 46 |
| Section 2.15. | Break Funding Payments | 47 |
| Section 2.16. | Taxes | 48 |
| Section 2.17. | Payments Generally; Pro Rata Treatment; Sharing of Set-offs | 51 |
| Section 2.18. | Mitigation Obligations; Replacement of Lenders | 52 |
| Section 2.19. | [Reserved] | 53 |
| Section 2.20. | Defaulting Lenders | 53 |
| Section 2.21. | Incremental Facilities | 54 |
| Section 2.22. | Extended Commitments and Extended Loans | 55 |
| Article 3 Representations and Warranties | | 57 |
| Section 3.01. | Organization; Powers | 57 |
| Section 3.02. | Authorization; Enforceability | 57 |
| Section 3.03. | Governmental Approvals; No Conflicts | 57 |
| Section 3.04. | Financial Condition; No Material Adverse Change | 58 |
| Section 3.05. | Litigation and Environmental Matters | 58 |
| Section 3.06. | Compliance with Laws | 58 |
| Section 3.07. | Investment Company Status; Regulatory Restrictions on Borrowing | 58 |
| Section 3.08. | Taxes | 58 |
i
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| Section 3.09. | ERISA | 59 |
| --- | --- | --- |
| Section 3.10. | Disclosure | 59 |
| Section 3.11. | Compliance with Sanctions and Anti-Corruption Laws | 59 |
| Article 4 Conditions | | 60 |
| Section 4.01. | Effectiveness | 60 |
| Section 4.02. | Each Credit Event | 61 |
| Article 5 Affirmative Covenants | | 61 |
| Section 5.01. | Financial Statements; Other Information | 62 |
| Section 5.02. | Notices of Material Events | 63 |
| Section 5.03. | Existence; Conduct of Business | 64 |
| Section 5.04. | Payment of Taxes | 64 |
| Section 5.05. | Maintenance of Properties; Insurance | 64 |
| Section 5.06. | Books and Records; Inspection Rights | 64 |
| Section 5.07. | Compliance with Laws | 65 |
| Section 5.08. | Use of Proceeds and Letters of Credit | 65 |
| Section 5.09. | Further Assurances | 65 |
| Article 6 Negative Covenants | | 65 |
| Section 6.01. | Liens | 66 |
| Section 6.02. | Fundamental Changes | 66 |
| Section 6.03. | Use of Proceeds; Sanctions; Anti-Corruption Laws | 66 |
| Section 6.04. | Fiscal Year | 67 |
| Section 6.05. | Financial Covenants | 67 |
| Article 7 Events of Default | | 67 |
| Article 8 The Administrative Agent | | 69 |
| Section 8.01. | Appointment and Authorization | 69 |
| Section 8.02. | Rights and Powers as a Lender | 69 |
| Section 8.03. | Limited Parties and Responsibilities | 69 |
| Section 8.04. | Authority to Rely on Certain Writings, Statements and Advice | 70 |
| Section 8.05. | Sub-Agents and Related Parties | 71 |
| Section 8.06. | Resignation; Successor Administrative Agent | 71 |
| Section 8.07. | Credit Decisions by Lenders | 72 |
| Section 8.08. | Arranger | 72 |
| Section 8.09. | Withholding Taxes | 72 |
| Section 8.10. | Administrative Agent May File Proofs of Claim | 72 |
| Section 8.11. | Erroneous Payments | 73 |
| Article 9 Multiple Borrowers | | 76 |
| Section 9.01. | Joint and Several | 76 |
| Section 9.02. | No Subrogation | 76 |
| Section 9.03. | Full Knowledge | 76 |
| Section 9.04. | Reinstatement | 76 |
ii
---
| Section 9.05. | Borrower Representative | 77 |
| --- | --- | --- |
| Article 10 Miscellaneous | | 77 |
| Section 10.01. | Notices | 77 |
| Section 10.02. | Waivers; Amendments | 78 |
| Section 10.03. | Expenses; Indemnity; Damage Waiver | 80 |
| Section 10.04. | Successors and Assigns | 82 |
| Section 10.05. | Survival | 85 |
| Section 10.06. | Counterparts; Integration; Effectiveness | 85 |
| Section 10.07. | Severability | 86 |
| Section 10.08. | Right of Setoff | 86 |
| Section 10.09. | Governing Law; Jurisdiction; Consent to Service of Process | 87 |
| Section 10.10. | Waiver of Jury Trial | 87 |
| Section 10.11. | Headings | 87 |
| Section 10.12. | Confidentiality | 87 |
| Section 10.13. | Interest Rate Limitation | 89 |
| Section 10.14. | USA PATRIOT Act | 89 |
| Section 10.15. | Judgment Currency | 89 |
| Section 10.16. | No Fiduciary Duty | 90 |
| Section 10.17. | Acknowledgment And Consent To Bail-In of Affected Financial Institutions | 90 |
| Section 10.18. | No Waiver; Cumulative Remedies; Enforcement | 91 |
| Article 11 Loan Party Guaranty | | 91 |
| Section 11.01. | Guaranty | 91 |
| Section 11.02. | Right of Contribution | 92 |
| Section 11.03. | No Subrogation | 92 |
| Section 11.04. | Guaranty Absolute and Unconditional | 92 |
| Section 11.05. | Reinstatement | 93 |
| Section 11.06. | Payments | 93 |
| Section 11.07. | Additional Guarantors | 93 |
iii
---
SCHEDULES:
Schedule 2.01 – Commitments
Schedule 2.05 – Existing Letters of Credit
Schedule 3.05 – Disclosed Matters
EXHIBITS:
Exhibit A – Form of Assignment
Exhibit B – Form of Compliance Certificate
Exhibit C – Form of Loan Party Joinder Agreement
Exhibit D – Form of Lender Joinder Agreement
Exhibit E – Form of Borrowing Request
Exhibit F – Form of Interest Election Request
Exhibit G-1-4 – Form of U.S. Tax Compliance Certificate
Exhibit H – Form of Note
iv
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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “**Agreement**”)
dated as of July 30, 2026 among KOHLBERG KRAVIS ROBERTS & CO. L.P., a Delaware limited partnership, and KKR GROUP PARTNERSHIP L.P., a Cayman Islands exempted limited partnership, as Borrowers, the GUARANTORS party hereto from time to time,
the LENDERS party hereto from time to time and HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent.
PRELIMINARY STATEMENTS:
The Borrower Representative has requested that the Lenders amend and
restate the third amended and restated revolving credit facility dated as of July 3, 2024 (as heretofore amended, the “**Existing Credit Agreement**”) among the Borrowers, the Guarantors party thereto, the Administrative Agent and the Lenders
party thereto, and the Lenders are willing to do so on the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:
Article 1
Definitions
Section 1.01. *Defined Terms.* As used in this
Agreement, the following terms have the meanings specified below:
“**ABR**”, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
“**ABR Term SOFR Determination Day**” has the meaning assigned to
such term in the definition of “Term SOFR”.
“**Additional Group Partnership**” means any holding company for
entities in the Loan Party Group Companies (other than KKR Group Partnership).
“**Administrative Agent**” means HSBC Bank USA, National
Association, in its capacity as administrative agent under the Loan Documents.
“**Administrative Questionnaire**” means an Administrative
Questionnaire in a form supplied by the Administrative Agent.
“**Affected Financial Institution**” means (a) any EEA Financial
Institution or (b) any UK Financial Institution.
“**Affiliate**” means, with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such specified Person; *provided* that (v) investment funds, investment vehicles or separately
managed accounts of any Loan Party or its Subsidiaries, (w) portfolio company or portfolio investment of any such fund, investment vehicle or separately managed account (or any entity Controlled by a portfolio company or portfolio investment),
(x) Global Atlantic and its subsidiaries and (y) CLOs or other principal investments managed, Controlled or held as investments by any Loan Party or its Subsidiaries shall not be deemed to be an Affiliate for purposes of this Agreement.
---
“**Agreement**” means this Fourth Amended and Restated Credit
Agreement dated as of July 30, 2026, as executed and delivered by the parties hereto, and as the same may be amended from time to time.
“**Alternate Base Rate**” means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the sum of 1% plus the Term SOFR for an Interest Period of one month on such day (or if such day is
not a Business Day, on the immediately preceding Business Day). Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in
the Prime Rate or the Federal Funds Effective Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above
and shall be determined without reference to clause (c) above. Notwithstanding anything to the contrary herein, if the Alternate Base Rate shall be less than 1%, such rate shall be deemed to be 1% for the purposes of this Agreement.
“**Alternative Asset Investment Firm**” means any alternative
asset investment firm and any fund managed by a firm whose primary purpose is generally understood to be alternative asset investing.
“**Alternative Currency**” means each of Euro, Sterling, Yen,
Australian Dollars, Canadian Dollars, Swiss Francs and each other currency (other than U.S. Dollars) that is approved in accordance with Section 1.06.
“**Applicable Percentage**” means, with respect to any Lender,
the percentage of the total Commitments represented by such Lender’s Commitment; *provided* that in the case of Section 2.20 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the total Commitments
(disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving
effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.
“**Applicable Rate**” means, for any day, with respect to any
Term SOFR Borrowing, Daily Simple SOFR Borrowing, Eurocurrency Borrowing, SONIA Borrowing, SARON Borrowing, TONA Borrowing, Term CORRA Borrowing, Daily Simple CORRA Borrowing or ABR Borrowing, as the case may be, or with respect to the facility
fees payable hereunder, the applicable rate per annum set forth below under the caption “Applicable Margin (Term SOFR / Daily Simple SOFR / Eurocurrency / SONIA / SARON / TONA / Term CORRA / Daily Simple CORRA)”, “Applicable Margin (ABR)” or
“Facility Fee”, as the case may be, based upon the Credit Ratings by S&P, Fitch and/or Moody’s, respectively, applicable on such date:
| Level | Credit Rating (S&P/Moody’s/Fitch) | Applicable Margin (Term SOFR / Daily Simple SOFR / Eurocurrency / SONIA / SARON / TONA / Term CORRA / Daily Simple CORRA) | Applicable Margin (ABR) | Facility Fee |
| --- | --- | --- | --- | --- |
| Level I | AA-/Aa3/AA- or higher | 0.575% | 0.00% | 0.05% |
| Level II | A+/A1/A+ | 0.690% | 0.00% | 0.06% |
| Level III | A/A2/A | 0.795% | 0.00% | 0.08% |
| Level IV | A-/A3/A- | 0.910% | 0.00% | 0.09% |
| Level V | BBB+/Baa1/BBB+ or lower | 1.125% | 0.125% | 0.125% |
For purposes of the foregoing, the Credit Rating shall be determined
as follows:
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(a) if a Credit Rating is issued by each Rating Agency, and
such Credit Ratings fall within different Levels, (i) if two such Rating Agencies have assigned Credit Ratings that fall in the same Level, then the Credit Rating assigned by such two Rating Agencies shall apply and (ii) if the Credit Rating by
each Rating Agency falls in three different Levels, then the middle of such Credit Ratings shall apply,
(b) if a Credit Rating is issued by two Rating Agencies, then
the higher of such Credit Ratings shall apply (with Level I being the highest and Level V being the lowest), unless the Credit Ratings differ by two or more Levels, in which case the Level that is one Level higher than the lower Credit Rating
shall apply and
(c) if a Credit Rating is only issued by one Rating Agency,
then such Credit Rating shall apply. If and for so long as there shall be no Credit Rating from any Rating Agency (other than by reason of the circumstances referred to in the last sentence of this definition), then the Credit Rating will be
deemed to be at Level V. If the rating system of any Rating Agency shall change, or if any Rating Agency shall cease to be in the business of rating corporate debt obligations, the Borrower Representative and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such Rating Agency and, pending the effectiveness of any such amendment, the Applicable Rate shall, at the option of the Borrowers, be
determined (i) as set forth above using the rating from such Rating Agency most recently in effect prior to such change or cessation or (ii) disregarding the rating from such Rating Agency.
“**Approved Fund**” has the meaning assigned to such term in
Section 10.04.
“**Arranger**” means HSBC Securities (USA) Inc., in its capacity
as sole lead arranger and sole bookrunner for the credit facility established under this Agreement.
“**Assignment**” means an assignment and assumption entered into
by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
“**AUD Screen Rate**” means with respect to any Interest Period,
the average bid reference rate administered by ASX Benchmarks Pty Limited (ACN 616 075 417) (or any other Person that takes over the administration of such rate) for Australian dollar bills of exchange with a tenor equal in length to such
Interest Period as displayed on page BBSY of the Reuters screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other
information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion) at approximately 10:00 a.m., Melbourne, Australia time, two Business Days prior to the commencement of
such Interest Period. If the AUD Screen Rate shall be less than zero, the AUD Screen Rate shall be deemed to be zero for purposes of this Agreement.
“**Australian Dollar**” means the lawful currency of the
Commonwealth of Australia.
“**Authorized Officer**” shall mean, with respect to any Person,
any individual holding the position of the Chief Executive Officer, the Chief Operating Officer, President, the Chief Financial Officer, the Treasurer, the Controller, the General Counsel, Secretary, the Vice President, or any other senior
officer with express authority to act on behalf of such Person designated as such by the board of directors, general partner or other managing authority of such Person.
“**Availability Period**” means the period from and including the
Restatement Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.
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“**Available Tenor**” means, as of any date of determination and
with respect to the relevant then-current Benchmark, as applicable, (a) if the then-current Benchmark is a future looking term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (b) if
clause (a) does not apply, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is
then-removed from the definition of “Interest Period” pursuant to Section 2.13(d). Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
“**Bail-In Action**” means the exercise of any Write-Down and
Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“**Bail-In Legislation**” means (a) with respect to any EEA
Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“**Bankruptcy Event**” means, with respect to any Person, such
Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of
its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, *provided* that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a governmental authority or instrumentality thereof, *provided*, *further*, that such
ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such
governmental authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
“**Benchmark**” means, initially, each Relevant
Rate; provided that if a replacement for the applicable Benchmark has occurred pursuant to Section 2.13, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior
benchmark rate; provided further that “Benchmark” shall be determined on an individual basis in respect of each Relevant Rate and/or Benchmark Replacement in respect thereof.
“**Benchmark Replacement**” means, for any
Available Tenor:
(a) for purposes of clause (a)(i)(A) of Section 2.13, the
first alternative set forth in the order below that can be determined by the Administrative Agent:
(1) Daily Simple SOFR; or
(2) the sum of: (i) the alternate benchmark rate
and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such then-current Benchmark giving due
consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body for
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syndicated credit facilities denominated in Dollars at such time that are substantially similar
to the credit facilities under this Agreement; and
(b) for purposes of clause (a)(i)(B) of Section 2.13 and
solely in the case of Loans denominated in Canadian Dollars, the first alternative set forth in the order below that can be determined by the Administrative Agent:
(1) Daily Simple CORRA; or
(2) the sum of: (i) the alternate benchmark rate
and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such then-current Benchmark giving due
consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body for syndicated credit facilities denominated in Canadian Dollars, as applicable at such time that
are substantially similar to the credit facilities under this Agreement; and
(c) for purposes of clause (a)(i)(B) of Section 2.13 and
solely in the case of Loans denominated in any other Alternative Currency, the sum of: (i) the alternate benchmark rate and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the
Administrative Agent and the Borrower as the replacement for such Available Tenor of such then-current Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the
Relevant Governmental Body for syndicated credit facilities denominated in the applicable Alternative Currency, as applicable at such time that are substantially similar to the credit facilities under this Agreement;
provided that, if the Benchmark Replacement as
determined pursuant to clause (a), (b) or (c) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents; provided, further, that,
in the case of clause (b) or (c) above, such adjustment shall not be in the form of an increase of the Applicable Margin.
“**Benchmark Replacement Conforming Changes**” means, with
respect to the use of administration of Term SOFR or any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “Interest
Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage
provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by
the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent
determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents); provided that, notwithstanding anything herein to the contrary, no “Benchmark Replacement Conforming Changes” shall result in (i) any material effect on the timing or amount of payments or
borrowings or (ii) a deemed exchange of any Loan under Section 1001 of the Code, in each case, as determined by the Administrative Agent in its reasonable discretion, without the prior written consent of the Borrower Representative; provided, further, that (i) the Administrative Agent shall notify the Borrower Representative of any proposed “Benchmark Replacement Conforming Changes” and (ii) the Borrower Representative shall be deemed to consent to
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any such “Benchmark Replacement Conforming Changes” unless it shall object thereto in
writing within 3 Business Days after having received notice thereof; provided, further, that to the extent the Borrower Representative objects to any such “Benchmark Replacement Conforming Changes” as provided for in the immediate
preceding proviso, the Administrative Agent and the Borrower Representative shall negotiate in good faith to make alternative “Benchmark Replacement Conforming Changes”.
“**Benchmark Replacement Date**” means a date and time determined
by the Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:
(a) the later of (i) the date of the public statement or
publication of information referenced in the definition of “Benchmark Transition Event” relating to clause (a) therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof)
permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b) the first date on which all Available Tenors of such
Benchmark (or the published component used in the calculation thereof) are no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, as
determined by reference to the most recent public statement or publication of information referenced in the definition of “Benchmark Transition Event” relating to clause (b) therein (even if any Available Tenor of such Benchmark (or such
component thereof) continues to be provided on such date).
For the avoidance of doubt, the “Benchmark Replacement Date” will be
deemed to have occurred in each case of clauses (a) and (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein solely to the extent such event applies to all then-current Available Tenors of such
Benchmark (or the published component used in the calculation thereof).
“**Benchmark Transition Event**” means with respect to a
then-current Benchmark, the occurrence of a public statement or publication of information by or on behalf of the administrator of such then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of
Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of
such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors
of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.
“**Beneficial Ownership Certification**” means a certification
regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“**Beneficial Ownership Regulation**” means 31 C.F.R. § 1010.230.
“**Board**” means the Board of Governors of the Federal Reserve
System of the United States of America.
“**Bond Guarantors**” means the Public Company and the KKR Group
Partnership.
6
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“**Borrower Representative**” has the meaning assigned to such
term in Section 9.05.
“**Borrowers**” means (i) Kohlberg Kravis Roberts & Co. L.P.,
a Delaware limited partnership, (ii) KKR Group Partnership and (iii) any Additional Group Partnership that becomes a party to this Agreement in accordance with Section 5.09.
“**Borrowing**” means (a) Global Loans of the same Type and in
the same currency, made, converted or continued on the same date and, in the case of Term SOFR Loans and Eurocurrency Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.
“**Borrowing Request**” means a request for a Borrowing in
accordance with Section 2.03 or Section 2.04 and in the form of Exhibit E or any other form reasonably acceptable to the Administrative Agent.
“**Business Day**” means any day that is not a Saturday, Sunday
or other day on which commercial banks in New York City or London are authorized or required by law to remain closed; *provided* that, (i) when used in connection with a Loan denominated in Euros, the term “**Business Day**” shall also
exclude any day which is not a TARGET Day, (ii) when used in connection with a Loan denominated in Swiss Francs, the term “**Business Day**” shall also exclude any day which banks are closed for the settlement of payments and foreign exchange
transactions in Zurich, (iii) when used in connection with a Loan denominated in Yen, the term “**Business Day**” shall also exclude any day which banks are closed for general business in Japan, (iv) when used in connection with a Loan
denominated in Australian Dollars, the term “**Business Day**” shall also exclude any day which banks are closed for general business in Australia, (v) when used in connection with a Loan denominated in Canadian Dollars, the term “**Business
Day**” shall also exclude any day which banks are closed for general business in Canada and (vi) when used in connection with a Loan denominated in any other currency, the term “**Business Day**” shall also exclude any day which is not a
day on which dealings in such currency can occur in the London interbank market and on which banks are open for business in the principal financial center for that currency.
“**Canadian Dollar**” means the lawful currency of Canada.
“**Cash and Cash Equivalents**” means (i) cash, (ii) cash
equivalents and (iii) liquid short-term investments in the Specified Cash Management Account, in each case of clauses (i)-(iii), to the extent included in “Cash and Short-Term Investments” as set forth in the Public Company’s segment financial
reporting. Cash and Cash Equivalents shall exclude cash reflected on the balance sheet of Global Atlantic and its subsidiaries.
“**Change in Law**” means (a) the adoption of any law, rule or
regulation after the Restatement Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Restatement Date or (c) compliance by any Lender or Issuing Bank (or, for
purposes of Section 2.14(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the Restatement Date. For purposes of this definition, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, or directives thereunder or issued in connection therewith
and (ii) all requests, rules, guidelines, requirements, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign
regulatory authorities pursuant to Basel III, shall in each case described in clauses (i) and (ii) above be deemed to be a Change in Law and have gone into effect after the date hereof, regardless of the date enacted, adopted, issued or
implemented.
“**Change of Control**” means the occurrence of the following:
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(a) the direct or indirect sale, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the combined assets of the Credit Group taken as a whole to any “person” (as that term is used in Section
13(d)(3) of the Exchange Act or any successor provision), other than to a Continuing KKR Person;
(b) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act or any successor provision), other than a Continuing KKR Person, becomes the beneficial owner (within
the meaning of Rule 13d-3 under the Exchange Act or any successor provision) of a majority of the controlling interests in (i) the Public Company or (ii) one or more Bond Guarantors that together hold all or substantially all of the assets of the
Credit Group taken as a whole; or
(c) Kohlberg Kravis Roberts & Co. L.P. shall cease to be
Controlled by one or more Bond Guarantors.
“**Class**”, when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are Global Loans or Swingline Loans.
“**CLO**” means a collateralized loan obligation vehicle.
“**Code**” means the Internal Revenue Code of 1986, as amended
from time to time.
“**Commitment**” means, with respect to each Lender, the
commitment of such Lender to make Global Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each Lender’s Commitment is set forth
on Schedule 2.01, or in the Assignment pursuant to which such Lender shall have assumed its Commitment, as applicable. As of the Restatement Date, the aggregate amount of the Lenders’ Commitments is $3,000,000,000.
“**Compliance Certificate**” means a certificate substantially in
the form of Exhibit B, properly completed and signed by an Authorized Officer of the Borrower Representative.
“**Constituent Documents**” means, with respect to any Person,
(a) the articles of incorporation, certificate of incorporation, certificate of limited partnership, constitution or certificate of formation (or the equivalent organizational documents) of such Person and (b) the by-laws, operating agreement or
limited partnership agreement (or the equivalent governing documents) of such Person.
“**Contingent Obligations**” means contingent indemnification and
expense reimbursement obligations as to which no claim has been asserted.
“**Continuing KKR Person**” means, immediately prior to and
immediately following any relevant date of determination, (i) an individual who (a) is an executive of a Loan Party Group Company, (b) devotes substantially all of his or her business and professional time to the activities of a Loan Party Group
Company and (c) did not become an executive of a Loan Party Group Company or begin devoting substantially all of his or her business and professional time to the activities of a Loan Party Group Company in contemplation of a Change of Control, or
(ii) any Person in which any one or more of such individuals directly or indirectly, singly or as a group, holds a majority of the controlling interests.
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“**Control**” means possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “**Controlling**” and “**Controlled**” have meanings correlative thereto.
“**CORRA**” means the Canadian Overnight Repo Rate Average
administered and published by the CORRA Administrator.
“**CORRA Administrator**” means the Bank of Canada (or any
successor administrator).
“**CORRA Determination Date**” has the meaning specified in the
definition of “Daily Simple CORRA”.
“**CORRA Rate Day**” has the meaning specified in the definition
of “Daily Simple CORRA”.
“**Covenant EBITDA**” means (i) Fee Related Earnings, plus (ii) Yield EBITDA, plus (iii) Strategic Holdings Operating Earnings (as reported in the Public Company’s filings), plus (iv) depreciation and amortization as determined on a total reportable segment basis for the Public Company.
For purposes of calculating Covenant EBITDA for any Reference
Period, if at any time during such Reference Period the Public Company or any of its Subsidiaries shall have made any Material Acquisition or Material Disposition, the Covenant EBITDA for such Reference Period shall be calculated after giving pro
forma effect thereto as if such Material Acquisition or Material Disposition occurred on the first day of such Reference Period.
“**Credit Exposure**” means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender’s Global Loans and its LC Exposure and Swingline Exposure at such time.
“**Credit Group**” means the Loan Parties and the Loan Parties’
direct and indirect Subsidiaries (to the extent of their economic ownership interest in such Subsidiaries) taken as a whole.
“**Credit Rating**” means (a) in the case of S&P, the issuer
credit rating of the Public Company, (b) in the case of Fitch, the long-term “Issuer Default Rating” of the Public Company and (c) in the case of Moody’s, the “Corporate Family Rating”, in each case including any successor or equivalent rating.
“**Daily Simple CORRA**” means, for any day (a “**CORRA Rate Day**”),
a rate per annum equal to CORRA for the day (such day “**CORRA Determination Dat**e”) that is five (5) Business Days prior to (a) if such CORRA Rate Day is a Business Day, such CORRA Rate Day or (b) if such CORRA Rate Day is not a Business
Day, the Business Day immediately preceding such CORRA Rate Day, in each case, as such CORRA is published by the CORRA Administrator on the CORRA Administrator’s website. Any change in Daily Simple CORRA due to a change in CORRA shall be
effective from and including the effective date of such change in CORRA without notice to the Borrower. If by 5:00 p.m. (Toronto time) on any given CORRA Determination Date, CORRA in respect of such CORRA Determination Date has not been published
on the CORRA Administrator’s website and a Benchmark Replacement Date with respect to the Daily Simple CORRA has not occurred, then CORRA for such CORRA Determination Date will be CORRA as published in respect of the first preceding RFR Business
Day for which such CORRA was published on the CORRA Administrator’s website, so long as such first preceding Business Day is not more than five (5) Business Days prior to such CORRA Determination Date. If Daily Simple CORRA shall be less than
zero, Daily Simple CORRA shall be deemed to be zero for purposes of this Agreement.
“**Daily Simple SARON**” means, for any day (a “**SARON Interest
Day**”), an interest rate per annum equal to the greater of (a) SARON for the date (such day “*i*”) that is 5 Business Days prior to (i) if
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such SARON Interest Day is a Business Day, such SARON Interest Day or (ii) if such SARON Interest Day is
not a Business Day, the Business Day immediately preceding such SARON Interest Day and (b) 0.0%. If by 5:00 pm (local time for SARON) on the second (2nd) Business
Day immediately following any day “*i*”, SARON in respect of such day “*i*” has not been published on the SARON Administrator’s Website and a Benchmark Replacement Date with respect to SARON has not occurred, then SARON for such day “*i*”
will be SARON as published in respect of the first preceding Business Day for which SARON was published on the SARON Administrator’s Website; provided that SARON determined pursuant to this sentence shall be utilized for purposes of
calculation of Daily Simple SARON for no more than three (3) consecutive SARON Interest Days. Any change in Daily Simple SARON due to a change in SARON shall be effective from and including the effective date of such change in the SARON without
notice to the Borrower Representative. If Daily Simple SARON shall be less than zero, Daily Simple SARON shall be deemed to be zero for purposes of this Agreement.
“**Daily Simple SOFR**” means, for any day (a “**SOFR Rate Day**”),
a rate per annum equal to SOFR for the day (such day “**SOFR Determination Date**”) that is five (5) U.S. Government Securities Business Day prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or
(b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR
Administrator’s website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower Representative. If Daily Simple SOFR shall be less
than zero, Daily Simple SOFR shall be deemed to be zero for purposes of this Agreement.
“**Daily Simple SONIA**” means, for any day (a “**SONIA Interest
Day**”), an interest rate per annum equal to the greater of (a) SONIA for the date (such day “*i*”) that is 5 Business Days prior to (i) if such SONIA Interest Day is a Business Day, such SONIA Interest Day or (ii) if such SONIA Interest
Day is not a Business Day, the Business Day immediately preceding such SONIA Interest Day and (b) 0.0%. If by 5:00 pm (local time for SONIA) on the second (2nd)
Business Day immediately following any day “*i*”, SONIA in respect of such day “*i*” has not been published on the SONIA Administrator’s website and a Benchmark Replacement Date with respect to SONIA has not occurred, then SONIA for
such day “*i*” will be SONIA as published in respect of the first preceding Business Day for which SONIA was published on the SONIA Administrator’s website; provided that SONIA determined pursuant to this sentence shall be utilized
for purposes of calculation of Daily Simple SONIA for no more than three (3) consecutive SONIA Interest Days. Any change in Daily Simple SONIA due to a change in SONIA shall be effective from and including the effective date of such change in the
SONIA without notice to the Borrower Representative. If Daily Simple SONIA shall be less than zero, Daily Simple SONIA shall be deemed to be zero for purposes of this Agreement.
“**Daily Simple TONA**” means, for any day (a “**TONA Interest
Day**”), an interest rate per annum equal to the greater of (a) TONA for the date (such day “*i*”) that is 5 Business Days prior to (i) if such TONA Interest Day is a Business Day, such TONA Interest Day or (ii) if such TONA Interest Day
is not a Business Day, the Business Day immediately preceding such TONA Interest Day and (b) 0.0%. If by 5:00 pm (local time for TONA) on the second (2nd) Business
Day immediately following any day “*i*”, TONA in respect of such day “*i*” has not been published on the TONA Administrator’s Website and a Benchmark Replacement Date with respect to TONA has not occurred, then TONA for such day “*i*”
will be TONA as published in respect of the first preceding Business Day for which TONA was published on the TONA Administrator’s Website; provided that TONA determined pursuant to this sentence shall be utilized for purposes of
calculation of Daily Simple TONA for no more than three (3) consecutive TONA Interest Days. Any change in Daily Simple TONA due to a change in TONA shall be effective from and including the effective date of such change in the TONA without notice
to the Borrower Representative. If Daily Simple
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TONA shall be less than zero, Daily Simple TONA shall be deemed to be zero for purposes of this Agreement.
“**Default**” means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“**Defaulting Lender**” means any Lender that (a) has failed,
within two Business Days of the date required to be funded or paid, to (i) fund all or any portion of its Loans, (ii) fund all or any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to the Administrative
Agent or any Lender any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent and the Borrower Representative in writing that such failure is the result of such
Lender’s reasonable determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower Representative or the Administrative Agent in
writing, or has made a public statement to the effect, that it does not intend or expect to comply with all or any portion of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is
based on such Lender’s reasonable determination that a condition precedent (specifically identified and including the particular default, if any) to funding under this Agreement cannot be satisfied) or generally under other agreements in which it
commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with
its obligations to fund Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, *provided* that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the
Administrative Agent’s receipt of such certification in form and substance reasonably satisfactory to it, or (d) has become the subject of a Bankruptcy Event or Bail-In Action or has a Parent that has become the subject of a Bankruptcy Event or
Bail-In Action.
“**Disclosed Matters**” means the actions, suits and proceedings
and the environmental matters disclosed in Schedule 3.05.
“**Domestic Borrower**” means a Borrower organized under the laws
of the United States or any state or territory thereof or the District of Columbia.
“**EEA Financial Institution**” means (a) any credit institution
or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this
definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“**EEA Member Country**” means any of the member states of the
European Union, Iceland, Liechtenstein, and Norway.
“**EEA Resolution Authority**” means any public administrative
authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“**EMU Legislation**” means the legislative measures of the
European Council for the introduction of, changeover to or operation of a single or unified European currency.
“**Environmental Laws**” means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any
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Governmental Authority, relating in any way to the environment, the preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous Material or to human health and safety (as affected by exposure to Hazardous Materials).
“**Environmental Liability**” means any liability, contingent or
otherwise (including any liability for damages, costs of remediation, fines, penalties or indemnities) of or relating to any Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“**ERISA**” means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rules and regulations promulgated thereunder.
“**ERISA Affiliate**” means any trade or business (whether or not
incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section
414 of the Code. For the avoidance of doubt, ERISA Affiliates include the Loan Parties.
“**ERISA Event**” means (a) any “reportable event,” as defined in
Section 4043 of ERISA with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any ERISA Affiliate of
any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.
“**Erroneous Payment**” has the meaning assigned to such term in
Section 8.11(a).
“**Erroneous Payment Deficiency Assignment**” has the meaning
assigned to such term in Section 8.11(d)(i).
“**Erroneous Payment Impacted Class**” has the meaning assigned
to such term in Section 8.11(d)(i).
“**Erroneous Payment Return Deficiency**” has the meaning
assigned to such term in Section 8.11(d)(i).
“**Erroneous Payment Subrogation Rights**” has the meaning
assigned to such term in Section 8.11(e).
“**EU Bail-In Legislation Schedule**” means the EU Bail-In
Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
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“**EURIBOR Screen Rate**” means the euro interbank offered rate
administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page
which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as of 11:00 a.m. Brussels time two TARGET days prior to the commencement of such
Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower Representative. If the EURIBOR Screen Rate shall be
less than zero, the EURIBOR Screen Rate shall be deemed to be zero for purposes of this Agreement.
“**Euro**” means the single currency of the Participating Member
States introduced in accordance with the EMU Legislation.
“**Eurocurrency**”, when used with respect to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Eurocurrency Rate.
“**Eurocurrency Rate**” means, with respect to any Eurocurrency
Borrowing for any Interest Period:
(a) denominated in Canadian Dollars, Term CORRA with tenor
equal to such Interest Period;
(b) denominated in Australian Dollars, the AUD Screen Rate
with tenor equal to such Interest Period; and
(c) denominated in Euros, the EURIBOR Screen Rate with tenor
equal to such Interest Period;
in each case of clauses (b) and (c), if the AUD Screen Rate or the EURIBOR Screen Rate,
as applicable, shall not be available at such time for such Interest Period (an “**Impacted Interest Period**”) then the “Eurocurrency Rate” with respect to such Eurocurrency Borrowing for such Interest Period shall be the Interpolated Rate.
Notwithstanding the foregoing, if the applicable rate described above is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“**Events of Default**” has the meaning assigned to such term in
Article 7.
“**Exchange Act**” means the U.S. Securities Exchange Act of 1934
and any statute successor thereto, in each case as amended from time to time.
“**Excluded Taxes**” means, with respect to any Lender Party or
any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (a) Taxes imposed on (or measured by) its net income (however denominated) or franchise Taxes, in each case (i) imposed as a result of
such recipient being organized under the law of, or having its principal office located in or, in the case of any Lender, having its applicable lending office in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii)
that are Other Connection Taxes, (b) any branch profits Taxes imposed by the United States of America, or any similar Tax described in clauses (a)(i) or (ii) above, (c) in the case of a Lender, any withholding Tax imposed by the United States of
America or the Cayman Islands at the time such Lender first becomes a party to this Agreement (other than by an assignment made pursuant to Section 2.18(b)) with respect to amounts payable by any Person that is then a Borrower under this
Agreement, except to the extent that such Lender’s assignor (if any) was entitled at the time of assignment to receive additional amounts with respect to withholding Taxes pursuant to Section 2.16(a), (d) any Taxes to the
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extent attributable to such Lender’s failure to comply with Section 2.16(d), and (e) any U.S. Federal
withholding Taxes imposed under FATCA.
“**Existing Commitment**” has the meaning assigned to such term
in Section 2.22(a)(i).
“**Existing Credit Agreement**” has the meaning assigned to such
term in the recitals hereto.
“**Existing Letters of Credit**” means those letters of credit
outstanding under the Existing Credit Agreement as of the Restatement Date and set forth on Schedule 2.05.
“**Existing Loans**” has the meaning assigned to such term in
Section 2.22(a)(i).
“**Extended Commitments**” has the meaning assigned to such term
in Section 2.22(a)(i).
“**Extended Loans**” has the meaning assigned to such term in
Section 2.22(a)(i).
“**Extending Lender**” has the meaning assigned to such term in
Section 2.22(a)(ii).
“**Extension Amendment**” has the meaning assigned to such term
in Section 2.22(a)(iii).
“**Extension Date**” has the meaning assigned to such term in
Section 2.22(a)(iv).
“**Extension Election**” has the meaning assigned to such term in
Section 2.22(a)(ii).
“**Extension Request**” has the meaning assigned to such term in
Section 2.22(a)(i).
“**Extension Series**” means all Extended Loans and Extended
Commitments that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Loans or Extended Commitments, as applicable, provided
for therein are intended to be a part of any previously established Extension Series) and that provide for the same interest margins, commitment fees, extension fees, maturity, and amortization schedule.
“**FATCA**” means Sections 1471 through 1474 of the Code, as of
the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into
pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.
“**FCPA**” has the meaning assigned to such term in the Section
3.11.
“**Federal Funds Effective Rate**” means, for any day, the rate
calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to
time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate; *provided* that if the applicable rate described above shall be less than zero, it shall be deemed to be
zero for purposes of this Agreement.
“**Fee Letter**” means the letter agreement among the Arranger,
the Administrative Agent and the Borrower Representative dated as of July 7, 2026.
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“**Fee Paying Assets Under Management**” means fee paying assets
under management as reported in the Public Company’s segment financial reporting.
“**Fee Related Compensation**” refers to the compensation
expense, excluding equity-based compensation, paid from (i) management fees, (ii) transaction and monitoring fees, net, and (iii) Fee Related Performance Revenues as determined on a total reportable segment basis for the Public Company.
“**Fee Related Earnings**” means (i) management fees, plus (ii)
transaction and monitoring fees, net of fee credits, plus (iii) Fee Related Performance Revenues, less (iv) Fee Related Compensation, less (v) Other Operating Expenses as determined on a total reportable segment basis for the Public Company.
“**Fee Related Performance Revenues**” refers to the realized
portion of incentive fees from certain assets under management that has an indefinite term and for which there is no immediate requirement to return invested capital to investors upon the realization of investments as determined on a total
reportable segment basis for the Public Company. Fee-related performance revenues consists of performance fees (i) to be received from the Public Company’s investment funds, vehicles and accounts on a recurring basis, and (ii) that are not
dependent on a realization event involving investments held by the investment fund, vehicle or account.
“**Finance Lease Obligation**” shall mean, as applied to any
Person, an obligation that is required to be accounted for as a finance or capital lease (and not an operating lease) on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP. At the time any
determination thereof is to be made, the amount of the liability in respect of a finance or capital lease would be the amount required to be reflected as a liability on such balance sheet (excluding the footnotes thereto) in accordance with GAAP.
“**Fitch**” means Fitch Ratings, Inc.
“**Floor**” means the benchmark rate floor, if any,
provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Relevant Rate. For the avoidance of doubt, the initial benchmark rate floor
applicable to the Loans shall be 0%.
“**Foreign Lender**” means, with respect to any Loan, any Lender
making such Loan that is organized under the laws of a jurisdiction other than the Relevant Jurisdiction.
“**GAAP**” means generally accepted accounting principles in the
United States of America.
“**Global Atlantic**” means The Global Atlantic Financial Group
LLC, a Bermuda limited liability company (including its successor(s)).
“**Global Loan**” means a Loan made in U.S. Dollars or in one or
more Alternative Currencies pursuant to Section 2.01.
“**Governmental Authority**” means the government of the United
States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
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“**Guarantor**” means, (i) the Public Company, (ii) any other
entity (other than the Borrowers) that guarantees the 5.500% Senior Notes due 2043 or the 5.125% Senior Notes due 2044, issued, respectively, by KKR Group Finance Co. II LLC and KKR Group Finance Co. III LLC, each a Delaware limited liability
company, that becomes party to this Agreement in accordance with Section 11.07, (iii) any other entity (other than the Borrowers) that guarantees the 1.595% Senior Notes due 2038 issued by KKR Group Finance Co. IV LLC, that becomes party to this
Agreement in accordance with Section 11.07, (iv) any other entity (other than the Borrowers) that guarantees the 1.625% Senior Notes due 2029, 3.750% Senior Notes due 2029, 3.625% Senior Notes due 2050 or 3.500% Senior Notes due 2050 issued,
respectively, by KKR Group Finance Co. V LLC, KKR Group Finance Co. VI LLC, KKR Group Finance Co. VII LLC and KKR Group Finance Co. VIII LLC, each a Delaware limited liability company, that becomes party to this Agreement in accordance with
Section 11.07, (v) any other entity (other than the Borrowers) that guarantees the 3.250% Senior Notes due 2051 issued by KKR Group Finance Co. X LLC, (vi) any other entity (other than the Borrowers) that guarantees the 1.054% Senior Notes due
2027, 1.244% Senior Notes due 2029, 1.437% Senior Notes due 2032, 1.553% Senior Notes due 2034, 1.795% Senior Notes due 2037, 1.428% Senior Notes due 2028, 1.614% Senior Notes due 2030, 1.939% Senior Notes due 2033, 2.312% Senior Notes due 2038,
2.574% Senior Notes due 2043, 2.747% Senior Notes due 2053, 1.559% Senior Notes due 2029, 1.762% Senior Notes due 2031, 2.083% Senior Notes due 2034, 2.719% Senior Notes due 2044 or 3.008% Senior Notes due 2054 issued by KKR Group Finance Co. XI
LLC, (vii) any other entity (other than the Borrowers) that guarantees the 4.850% Senior Notes due 2032 issued by KKR Group Finance Co. XII LLC and (viii) any other entity (other than the Borrowers) that guarantees the 5.100% Senior Notes due
2035 issued by KKR & Co. Inc.
“**Guaranty**” of or by any Person (the “**guarantor**”) means
any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “**primary obligor**”) in any manner, whether directly or indirectly, and including
any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; *provided* that the term “Guaranty” shall not include endorsements for collection or deposit in the ordinary course of business. The term “**Guarantee**” used as a verb has a corresponding meaning.
“**Hazardous Materials**” means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, radon
gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“**Impacted Interest Period**” has the meaning assigned to such
term in the definition of “Eurocurrency Rate.”
“**Incremental Commitments**” has the meaning assigned to such
term in Section 2.21(a).
“**Incremental Effective Date**” has the meaning assigned to such
term in Section 2.21(a).
“**Indebtedness**” of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements
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relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guaranties by such Person of Indebtedness of others, (g) Finance Lease Obligations, (h)
all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (j) all net
obligations of such Person under Swap Contracts; *provided* that Indebtedness of the Loan Parties and their Subsidiaries shall mean outstanding Indebtedness (at par) as reported in the net cash and investments highlights section of the
Public Company’s quarterly earnings release; *provided further* that Indebtedness shall not include (i) deferred or prepaid revenue, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty
or other unperformed obligations of the respective seller, (iii) any obligations from investment financing arrangements of investment funds, investment vehicles or managed accounts or any of their respective special purpose vehicles that are not
obligations of the Loan Parties or their Subsidiaries, (iv) any Indebtedness incurred by Global Atlantic or its subsidiaries, in each case, that are not obligations of the Loan Parties or their Subsidiaries and (v) trade and other accounts
payable arising in the ordinary course of business. The amount of Indebtedness of any person for purposes of clause (e) above shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair
market value of the property encumbered thereby as determined by such person in good faith. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.
“**Indemnified Taxes**” means all Taxes imposed on or with
respect to any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, other than Excluded Taxes or Other Taxes.
“**Interest Election Request**” means a request by the Borrower
Representative to change or continue the Type of a Borrowing in accordance with Section 2.07 and in the form of Exhibit F or any other form reasonably acceptable to the Administrative Agent.
“**Interest Payment Date**” means (a) with respect to any ABR
Loan (other than a Swingline Loan) and Daily Simple CORRA Loans, the last day of each March, June, September and December, (b) with respect to any Term SOFR Loan or Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Term SOFR Borrowing or Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any SONIA Loan, SARON Loan and TONA Loan, each date that is on the numerically corresponding day in each calendar month that is three months
after the Borrowing of such SONIA Loan, SARON Loan or TONA Loan (or, if there is no such numerically corresponding day in such month, then the last day of such month), (d) with respect to any Swingline Loan, the day that such Loan is required to
be repaid and (e) with respect to any Daily Simple SOFR Loans, the last day of each calendar month.
“**Interest Period**” means, with respect to any Term SOFR
Borrowing or Eurocurrency Borrowing, the period beginning on the date of such Borrowing specified in the applicable Borrowing Request or on the date specified in the applicable Interest Election Request and ending on the numerically corresponding
day in the calendar month that is one, three or, with respect to any Term SOFR Borrowing or Eurocurrency Borrowing other than a Eurocurrency Borrowing denominated in Canadian Dollars, six months thereafter (or such other period as all of the
Lenders may agree), as the Borrower Representative may elect; *provided* that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be
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extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.
“**International Plan**” means any “defined benefit plan” as such
term is defined in Section 3(35) of ERISA, whether or not such employee benefit plan is subject to ERISA or the Code, which is sponsored, maintained, administered, contributed to, extended or arranged by any Borrower or any of its Subsidiaries
under which any Borrower or any of its Subsidiaries has any liability (contingent or otherwise) and covers any current or former employee, officer, director or independent contractor of any Borrower or any of its Subsidiaries who is located
exclusively outside of the United States.
“**Interpolated Rate**” means, at any time, for any Interest
Period, the rate per annum (rounded to the same number of decimal places as the AUD Screen Rate or the EURIBOR Screen Rate, as applicable) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the AUD Screen Rate or the EURIBOR Screen Rate, as applicable (for the longest period for which the AUD Screen Rate or the EURIBOR Screen Rate, as
applicable, is available for the applicable currency) that is shorter than the Impacted Interest Period; and (b) the AUD Screen Rate or the EURIBOR Screen Rate, as applicable, for the shortest period (for which that the AUD Screen Rate or the
EURIBOR Screen Rate, as applicable, is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.
“**Investment Company Act**” has the meaning assigned to such
term in Section 3.07.
“**Issuer Documents**” means with respect to any Letter of
Credit, the LC Application and any other document, agreement and instrument entered into by the applicable Issuing Bank and the applicable Borrower (and/or the applicable Subsidiary) in favor of such Issuing Bank and relating to such Letter of
Credit.
“**Issuing Bank**” means each of HSBC Bank USA, National
Association, in its capacity as an issuer of Letters of Credit hereunder and/or any other Lenders to be designated by the Borrower Representative that agree to issue Letters of Credit hereunder, and in each case any of its successors in such
capacity as provided in Section 2.05(f). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.
“**KKR Group Partnership**” means KKR Group Partnership L.P., a
Cayman Islands exempted limited partnership.
“**LC Application**” means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant Issuing Bank.
“**LC Disbursement**” means a payment made by an Issuing Bank
pursuant to a Letter of Credit.
“**LC Exposure**” means, at any time, the U.S. Dollar Equivalent
of the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC
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Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such
time.
“**Lender Joinder Agreement**” means a joinder agreement in the
form of Exhibit D to this Agreement or any other form reasonably acceptable to the Administrative Agent.
“**Lender Parties**” means the Lenders (including the Swingline
Lender), the Issuing Banks and the Administrative Agent.
“**Lenders**” means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment or pursuant to a Lender Joinder Agreement, other than any such Person that ceases to be a party hereto pursuant to an Assignment. Unless the context otherwise requires,
the term “Lenders” includes the Swingline Lender and any Issuing Bank.
“**Letter of Credit**” means any letter of credit issued pursuant
to this Agreement, including each Existing Letter of Credit. Pursuant to Section 2.05(a), each Existing Letter of Credit shall be deemed to be a Letter of Credit for all purposes of the Loan Documents.
“**Leverage Ratio**” means, on any date, the ratio of Total
Indebtedness on such date to Covenant EBITDA for the period of four consecutive fiscal quarters ended on such date or most recently ended on or prior to such date, as applicable.
“**Lien**” means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any
Finance Lease Obligations having substantially the same economic effect as any of the foregoing, but in any event not in respect of any Non-Finance Lease Obligations) relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.
“**Loan Documents**” means this (i) Agreement, (ii) the Lender
Joinder Agreements, (iii) the Extension Amendments, (iv) the Loan Party Joinder Agreements, (v) each LC Application and each other Issuer Document and (vi) any promissory notes issued pursuant to Section 2.09(e).
**“Loan Parties**” means the Borrowers and the Guarantors.
“**Loan Party Group Companies**” means the Loan Parties and their
Subsidiaries.
“**Loan Party Guaranty**” means the Guaranty set forth in
Article 11.
“**Loan Party Joinder Agreement**” means a joinder agreement in
the form of Exhibit C to this Agreement or any other form reasonably acceptable to the Administrative Agent.
“**Loans**” means the loans made by the Lenders to the Borrowers
pursuant to this Agreement.
“**Material Acquisition**” means any acquisition or series of
related acquisitions of a Subsidiary or business unit with earnings which are included in Covenant EBITDA that involves the payment of consideration by the Public Company or any of its Subsidiaries in excess of $350,000,000.
“**Material Adverse Effect**” means a material adverse effect on
(a) the business, results of operations, or financial condition of the Loan Parties taken as a whole, (b) the ability of any Loan Party to
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perform its obligations under the Loan Documents or (c) the validity or enforceability of the Loan
Documents or the rights or remedies of any Lender Party thereunder.
“**Material Disposition**” means any disposition or series of
related dispositions of a Subsidiary or business unit with earnings which are included in Covenant EBITDA that yields gross proceeds to the Public Company or any of its Subsidiaries in excess of $350,000,000.
“**Material Indebtedness**” means any Indebtedness (other than
the Loans and Letters of Credit) of any one or more of the Loan Party Group Companies in an aggregate principal amount exceeding $250,000,000; *provided* that in the case of any Subsidiary, Material Indebtedness shall consist solely of
Indebtedness of the types described in subclauses (a) and (b) of the definition thereof.
“**Material Subsidiary**” means any Subsidiary which, together
with its own Subsidiaries, (i) accounts for more than 10% of the consolidated assets of the Public Company as of the last day of the most recently ended fiscal quarter of the Public Company, (ii) accounts for more than 10% of the consolidated
revenues of the Public Company for the most recently ended period of four consecutive fiscal quarters of the Public Company or (iii) accounts for more than 10% of Covenant EBITDA for the most recently ended period of four consecutive fiscal
quarters of the Public Company.
“**Maturity Date**” means the fifth anniversary of the
Restatement Date.
“**Moody’s**” means Moody’s Investors Service, Inc., and any
successor to its rating agency business.
“**Multiemployer Plan**” means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA that is subject to the provisions of Title IV of ERISA, and in respect of which any ERISA Affiliate makes or is obligated to make contributions.
“**New Lender**” has the meaning assigned to such term in
Section 2.21(b).
“**New Loan**” has the meaning assigned to such term in Section
2.21(b).
“**Non-Finance Lease Obligations**” shall mean a lease obligation
that is not required to be accounted for as a finance or capital lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP. An operating lease shall be considered a Non-Finance Lease
Obligation.
“**Non-U.S. Lender**” means a Lender that is not a U.S. Person.
“**Notes**” means promissory notes of the Borrowers,
substantially in the form of Exhibit H hereto, evidencing the obligation of each Borrower to repay the Loans made to it, and “**Note**” means any one of such promissory notes issued hereunder.
“**Obligations**” means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including, without limitation, those acquired by assumption and Erroneous
Payment Subrogation Rights), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after (or would accrue but for) the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.
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**“OFAC”** means the Office of Foreign Assets Control of the
U.S. Department of the Treasury.
“**Other Connection Taxes**” means with respect to any Lender
Party, Taxes imposed as a result of a present or former connection between such Lender Party and the jurisdiction imposing such Tax (other than connections arising from such Lender Party having executed, delivered, become a party to, performed
its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“**Other Currency Equivalent**” means, at any time, with respect
to any amount denominated in U.S. Dollars, the equivalent amount thereof in the applicable Alternative Currency, as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent
Revaluation Date) for the purchase of such Alternative Currency with U.S. Dollars.
“**Other Operating Expenses**” means the sum of (i) occupancy and
related charges and (ii) other operating expenses as determined on a total reportable segment basis for the Public Company.
“**Other Taxes**” means any and all present or future stamp,
court or documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, performance, delivery or
enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18(b)).
“**Outstanding Amount**” means (i) with respect to any Class of
Loans on any date, the U.S. Dollar Equivalent of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Class of Loans occurring on such date; and (ii) with respect to LC
Exposure on any date, the U.S. Dollar Equivalent of the aggregate outstanding amount of such LC Exposure on such date after giving effect to any drawings or reimbursements occurring on such date.
“**Parent**” means, with respect to any Lender, any Person
Controlling such Lender.
“**Participant**” has the meaning assigned to such term in
Section 10.04(c)(i).
“**Participant Register**” has the meaning assigned to such term
in Section 10.04(c)(i)(C).
“**Participating Member State**” means each state so described in
any EMU Legislation.
“**Payment Recipient**” has the meaning assigned to such term in
Section 8.11(a).
“**PBGC**” means the Pension Benefit Guaranty Corporation
referred to and defined in ERISA and any successor entity performing similar functions.
“**Periodic Term SOFR Determination Day**” has the meaning
assigned to such term in the definition of “Term SOFR”.
“**Permitted Investments**” means:
(a) direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within
one year from the date of acquisition thereof;
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(b) investments in commercial paper maturing within 270 days
from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;
(c) investments in certificates of deposit, banker’s
acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under
the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; and
(d) money market funds that (i) comply with the criteria set
forth in SEC Rule 2a-7 under the Investment Company Act, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.
“**Permitted Liens**” means:
(a) Liens on voting stock or profit participating equity
interests of any Subsidiary existing at the time such entity becomes a direct or indirect Subsidiary of the Public Company or is merged into a direct or indirect Subsidiary of the Public Company (*provided* such Liens are not created or
incurred in connection with such transaction and do not extend to any other Subsidiary),
(b) statutory Liens, Liens for taxes or assessments or
governmental liens not yet due or delinquent or which can be paid without penalty or are being contested in good faith, and
(c) other Liens of a similar nature as those described in
subclauses (a) and (b) above.
“**Person**” means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“**Plan**” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an “**employer**” as defined in Section 3(5) of ERISA.
“**Prime Rate**” means the rate of interest per annum publicly
announced from time to time by HSBC Bank USA, National Association, as its prime rate in effect at its office located at 66 Hudson Boulevard East, New York, New York 10001; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.
“**Public Company**” means KKR & Co. Inc., a Delaware
corporation (or its successor).
“**Rating Agency**” means S&P, Fitch and Moody’s.
“**Reference Period**” means any period of four consecutive
fiscal quarters.
“**Register**” has the meaning assigned to such term in Section
10.04(b)(iv).
“**Regulatory Authority**” has the meaning assigned to such term
in Section 10.12(a).
“**Related Parties**” means, with respect to any specified
Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.
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“**Relevant Governmental Body**” means (a) with respect
to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the
Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto, (b) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England, or a committee officially endorsed or convened
by the Bank of England or, in each case, any successor thereto and (c) with respect to a Benchmark Replacement in respect of Loans denominated in an Alternative Currency (other than Sterling), (i) the central bank for the currency in which the
Loans for such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (ii) any working
group or committee officially endorsed or convened by (A) the central bank for the currency in which the Loans for such Benchmark Replacement is denominated, (B) any central bank or other supervisor that is responsible for supervising either (1)
such Benchmark Replacement or (2) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof with respect to such Benchmark Replacement.
“**Relevant Jurisdiction**” means (i) in the case of any Loan to
any Domestic Borrower, the United States of America, and (ii) in the case of any Loan to any other Borrower, the jurisdiction imposing (or having the power to impose) withholding tax on payments by such Borrower under this Agreement.
“**Relevant Rate**” means (i) with respect to any Loan
denominated in Dollars, Term SOFR, (ii) with respect to any Loan denominated in Canadian Dollars, Term CORRA, (iii) with respect to any Loan denominated in Australian Dollars, the AUD Screen Rate, (iv) with respect to any Loan denominated in
Euros, the EURIBOR Screen Rate, (v) with respect to any Loan denominated in Sterling, SONIA, (vi) with respect to any Loan denominated in Yen, TONA and (vii) with respect to any Loan denominated in Swiss Francs, SARON.
“**Required Lenders**” means, at any time, Lenders (or, if there
are two or more Lenders, at least two Lenders) having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time, exclusive in each case of the Credit Exposure
and unused Commitment of any Defaulting Lender.
“**Resolution Authority**” means an EEA Resolution Authority or,
with respect to any UK Financial Institution, a UK Resolution Authority.
“**Restatement Date**” means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).
“**Revaluation Date**” means with respect to any Loan or Letter
of Credit, each of the following: (i) each date of receipt by the Administrative Agent of a Borrowing Request, or a request for the issuance of a Letter of Credit, denominated in an Alternative Currency, (ii) each date of receipt by the
Administrative Agent of an Interest Election Request (or, if a Borrowing is continued pursuant to Section 2.07(e), each date by which an Interest Election Request would have been due), or a request for the amendment, renewal or extension of a
Letter of Credit, denominated in an Alternative Currency and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require.
“**S&P**” means S&P Global Ratings, a Standard &
Poor’s Financial Services LLC business, and any successor to its rating agency business.
“**Sanctioned Country**” means any country or territory that is
subject to comprehensive countrywide or region-wide Sanctions. As of the date of this Agreement, the following are the only
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“Sanctioned Countries”: the Crimea region and the non-government controlled areas of the Zaporizhzhia and
Kherson regions of Ukraine, the so-called Luhansk People’s Republic, the so-called Donetsk People’s Republic, Cuba, Iran and North Korea.
“**Sanctions**” means any sanctions, prohibitions or trade
embargoes imposed by any executive order of the U.S. government or by any sanctions program administered by OFAC, the U.S. State Department, the United Nations Security Council, the European Union, His Majesty’s Treasury, the Hong Kong Monetary
Authority, Global Affairs Canada and any other applicable Canadian Governmental Authority having jurisdiction over sanctions or other relevant sanctions authority of a jurisdiction where any Borrower or Guarantor conducts business.
“**Sanctions List**” means any Sanctions-related list of
designated Persons maintained by OFAC at its official website or by the U.S. State Department, the United Nations Security Council, the European Union, His Majesty’s Treasury, the Hong Kong Monetary Authority, Global Affairs Canada and any other
applicable Canadian Governmental Authority having jurisdiction over sanctions or other relevant sanctions authority of a jurisdiction where any Borrower or Guarantor conducts business.
“**SARON**” means, with respect to any Business Day, a rate per
annum equal to the Swiss Average Rate Overnight for such Business Day published by the SARON Administrator on the SARON Administrator’s Website.
“**SARON Administrator**” means the SIX Swiss Exchange AG (or any
successor administrator of the Swiss Average Rate Overnight).
“**SARON Administrator’s Website**” means SIX Swiss Exchange AG’s
website, currently at https://www.six-group.com, or any successor source for the Swiss Average Rate Overnight identified as such by the SARON Administrator from time to time.
“**SARON Interest Day**” has the meaning assigned to such term in
the definition of “Daily Simple SARON”.
“**SARON Rate**” when used in reference to any Loan or Borrowing,
refers to such Loan, or the Loans comprising such Borrowing, which are bearing interest at a rate determined by reference to Daily Simple SARON.
“**SEC**” means the Securities and Exchange Commission, any
successor thereto and any analogous Governmental Authority.
“**SOFR**” means a rate equal to the secured overnight financing
rate as administered by the SOFR Administrator.
“**SOFR Administrator**” means the Federal Reserve Bank of New
York (or a successor administrator of the secured overnight financing rate).
“**SOFR Determination Date**” has the meaning assigned to such
term in the definition of “Daily Simple SOFR”.
“**SOFR Rate Day**” has the meaning assigned to such term in the
definition of “Daily Simple SOFR”.
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“**SONIA**” means, with respect to any Business Day, a rate per
annum equal to the Sterling Overnight Index Average for such Business Day published by the SONIA Administrator on the website of the SONIA Administrator, currently at http://www.bankofengland.co.uk (or any successor source for the Sterling
Overnight Index Average identified as such by the SONIA Administrator from time to time).
“**SONIA Administrator**” means the Bank of England (or any
successor administrator of the Sterling Overnight Index Average).
“**SONIA Interest Day**” has the meaning assigned to such term in
the definition of “Daily Simple SONIA”.
“**SONIA Rate**” when used in reference to any Loan or Borrowing,
refers to such Loan, or the Loans comprising such Borrowing, which are bearing interest at a rate determined by reference to Daily Simple SONIA.
“**Specified Cash Management Account**” means an internally
managed account investing in high-grade, short-duration cash management strategies used by the Credit Group to generate additional yield on its excess liquidity.
“**Specified Existing Commitment**” has the meaning assigned to
such term in Section 2.22(a)(i).
“**Spot Rate**” means, on any day, for any currency, the spot
rate quoted by HSBC Bank USA, National Association, in New York at approximately 11:00 a.m. for the purchase of such currency with another currency for delivery two Business Days later.
“**Sterling**” and “**£**” mean the lawful currency of the
United Kingdom.
“**subsidiary**” means, with respect to any Person at any date,
(a) any corporation more than 50% of whose equity interests of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time equity
interests of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through subsidiaries, or (b) any limited
liability company, partnership, association, joint venture or other entity of which such Person directly or indirectly through subsidiaries has more than a 50% equity interest (of either economic interests or ordinary voting power, as applicable)
at the time.
“**Subsidiary**” means subsidiary of the Public Company that is
or would be consolidated with the Public Company in the preparation of segment information included in the notes to the consolidated financial statements of the Public Company prepared in accordance with GAAP; *provided* that a Subsidiary
shall not include (a) any investment funds, investment vehicles or separately managed accounts, (b) any portfolio company or portfolio investment of any such fund, investment vehicle or separately managed account (or any entity Controlled by a
portfolio company or portfolio investment), (c) Global Atlantic and its subsidiaries and (d) CLOs or other principal investments managed, Controlled or held as investments by the Public Company or its Subsidiaries; *provided*, *further* that
with respect to Section 3.11 only, clause (c) of the preceding proviso shall be included in the definition of Subsidiary.
“**Substantially All Merger**” means a merger or consolidation of
one or more Loan Parties with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Loan
Parties taken as a whole to a Person that is not within the Loan Parties immediately prior to such transaction.
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“**Substantially All Reorganization**” means any liquidation,
dissolution, change in jurisdiction, conversion of organizational form or any other reorganization transaction, in one or a series of related transactions, that results in all or substantially all of the combined assets of the Loan Parties taken
as a whole to a Person that is not within the Loan Parties immediately prior to such transaction.
“**Substantially All Sale**” means a sale, assignment, transfer,
lease or conveyance to any other Person, in one or a series of related transactions, directly or indirectly, of all or substantially all of the combined assets of the Loan Parties taken as a whole to a Person that is not within the Loan Parties
immediately prior to such transaction.
“**Swap Contract**” means (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master
agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives
Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “**Master Agreement**”), including any such obligations or liabilities
under any Master Agreement.
“**Swap Termination Value**” means, in respect of any one or more
Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined
in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market
or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“**Swingline Exposure**” means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.
“**Swingline Lender**” means HSBC Bank USA, National Association,
in its capacity as lender of Swingline Loans hereunder.
“**Swingline Loan**” means a Loan made pursuant to Section 2.04.
“**Swiss Francs**” means the lawful currency of the Swiss
Confederation.
“**T2**” means real time gross settlement system operated by the
Eurosystem, or any successor system.
“**TARGET Day**” means any day on which T2 (or, if such payment
system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
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“**Taxes**” means any and all present or future taxes, levies,
imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“**Term CORRA**” means the forward-looking term rate based on
CORRA, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) that is two (2) Business Days prior to the
commencement of the applicable Interest Period with a term equivalent to such Interest Period. If Term CORRA shall be less than zero, Term CORRA shall be deemed to be zero for purposes of this Agreement.
“**Term SOFR**” means,
(a) for any calculation with respect to a SOFR Loan, the Term
SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “**Periodic Term SOFR Determination Day**”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest
Period, as such rate is published by the Term SOFR Administrator; *provided*, *however*, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor
has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR
Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business
Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b) for any calculation with respect to an ABR Loan on any
day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “**ABR Term SOFR Determination Day**”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR
Administrator; *provided*, *however*, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and
a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government
Securities Business Days prior to such ABR SOFR Determination Day;
*provided*, *further*, that if Term SOFR determined as
provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than zero, then Term SOFR shall be deemed to be zero.
“**Term SOFR Administrator**” means CME Group Benchmark
Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“**Term SOFR Reference Rate**” means the forward-looking term
rate based on SOFR.
“**TONA**” means, with respect to any Business Day, a rate per
annum equal to the Tokyo Overnight Average Rate for such Business Day published by the TONA Administrator on the TONA Administrator’s Website.
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“**TONA Administrator**” means the Bank of Japan (or any
successor administrator of the Tokyo Overnight Average Rate).
“**TONA Administrator’s Website**” means the Bank of Japan’s
website, currently at http://www.boj.or.jp, or any successor source for the Tokyo Overnight Average Rate identified as such by the TONA Administrator from time to time.
“**TONA Interest Day**” has the meaning assigned to such term in
the definition of “Daily Simple TONA”.
“**TONA Rate**” when used in reference to any Loan or Borrowing,
refers to such Loan, or the Loans comprising such Borrowing, which are bearing interest at a rate determined by reference to Daily Simple TONA.
“**Total Indebtedness**” means, on any date, the total amount of
Indebtedness of the Public Company and its Subsidiaries of the types described in clauses (a), (b), (f) (to the extent the underlying Indebtedness is of the types otherwise enumerated in this definition of Total Indebtedness), (g), (h) and (i)
(to the extent of drawings thereunder) of the definition thereof and, in each case, excluding intercompany Indebtedness among the Public Company and its consolidated Subsidiaries (including amongst Subsidiaries); minus unrestricted Cash
and Cash Equivalents of the Public Company and its Subsidiaries.
“**Transactions**” means the execution, delivery and performance
by the Loan Parties of this Agreement and the Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder (including each Existing Letter of Credit deemed to be a Letter of Credit
pursuant to Section 2.05(a)).
“**Type**”, when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Term SOFR, Daily Simple SOFR, Daily Simple CORRA, Eurocurrency Rate, SONIA Rate, SARON Rate, TONA Rate or the
Alternate Base Rate.
“**UK Financial Institutions**” means any BRRD Undertaking (as
such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“**UK Resolution Authority**” means the Bank of England or any
other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“**U.S. Dollar Equivalent**” means, at any time, (a) with respect
to any amount denominated in U.S. Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in U.S. Dollars as determined by the Administrative Agent at such time on the basis
of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of U.S. Dollars with such Alternative Currency.
“**U.S. Dollars**”, “**Dollars**” and “**$**” mean the
lawful currency of the United States of America.
“**U.S. Government Securities Business Day**” means any day
except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that
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the fixed income departments of its members be closed for the entire day for purposes of trading in United
States government securities.
“**U.S. Person**” means a “United States person” within the
meaning of Section 7701(a)(30) of the Code.
“**USA PATRIOT Act**” means the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub.L.107-56, signed into law October 26, 2001, as amended.
“**Withdrawal Liability**” means liability to a Multiemployer
Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“**Write-Down and Conversion Powers**” means, (a) with respect to
any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the
EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial
Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to
have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
“**Yen**” means the lawful currency of Japan.
“**Yield Compensation**” means (i) realized investment income
compensation multiplied by (ii) the ratio of (a) interest income and dividends divided by (b) the sum of (x) interest income and dividends plus (y) net realized gains (losses) as determined on a total reportable segment
basis for the Public Company.
“**Yield EBITDA**” means (i) gross interest income and dividends less (ii) Yield Compensation as determined on a total reportable segment basis for the Public Company.
Section 1.02. *Classification of Loans and Borrowings.* For
purposes of this Agreement, Loans may be classified and referred to by Class (*e.g.*, a “**Global Loan**”) or by Type (*e.g.*, a “**Eurocurrency Loan**” or “**Term SOFR Loan**”) or by Class and Type (*e.g.*, a “**Eurocurrency
Global Loan**” or “**Term SOFR Global Loan**”). Borrowings also may be classified and referred to by Class (*e.g.*, a “**Global Borrowing**”) or by Type (*e.g.*, a “**Eurocurrency Borrowing**” or “**Term SOFR Borrowing**”)
or by Class and Type (*e.g.*, a “**Eurocurrency Global Borrowing**” or “**Term SOFR Global Borrowing**”).
Section 1.03. *Terms Generally.* The definitions of
terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to
any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
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construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.
Section 1.04. *Accounting Terms; GAAP.* Except as
otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, with such adjustments thereto as are reflected in and consistent with the financial
statements referred to in Section 3.04(a), but in any event without giving effect to principles of consolidation; *provided* that, if the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to
any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the
Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the
basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
Section 1.05. *Exchange Rates; Currency Equivalents*.
(a) The Administrative Agent shall determine the Spot Rates as of each Revaluation Date to be used for calculating U.S. Dollar Equivalent amounts of Borrowings and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall
become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.
(b) Wherever in this Agreement in connection with a
Borrowing, conversion, continuation or prepayment of a Eurocurrency Loan an amount, such as a required minimum or multiple amount, is expressed in U.S. Dollars, but such Borrowing or Loan is denominated in an Alternative Currency, such amount
shall be the relevant Other Currency Equivalent of such U.S. Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.
Section 1.06. *Additional Alternative Currencies.* (a)
The Borrower Representative may from time to time request that Loans be made or Letters of Credit be issued in a currency other than those specifically listed in the definition of “**Alternative Currency**”; *provided* that such
requested currency is a lawful currency (other than U.S. Dollars) that is readily available and freely transferable and convertible into U.S. Dollars. Any such request shall be subject to the approval of the Administrative Agent, the applicable
Issuing Banks and the Lenders.
(b) Any such request shall be made to the Administrative
Agent not later than 11:00 a.m., ten Business Days prior to the date of the desired Borrowing (or such other time or date as may be agreed by the Administrative Agent, in its sole discretion). In the case of any such request, the Administrative
Agent shall promptly notify each Issuing Bank and each Lender thereof. Each Issuing Bank and each Lender shall notify the Administrative Agent, not later than 11:00 a.m., five Business Days after receipt of such request, whether it consents, in
its sole discretion, to the making of Loans or issuance of Letters of Credit in such requested currency.
(c) Any failure by an Issuing Bank or a Lender to respond to
such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Bank or
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such Lender to permit Loans to be made or Letters of Credit to be issued in such requested currency. If the
Administrative Agent, the applicable Issuing Banks and all the Lenders consent to making Loans or issuing Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower Representative and such currency shall
thereupon be deemed for all purposes to be an Alternative Currency hereunder. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section, the Administrative Agent shall promptly so notify
the Borrower Representative.
Section 1.07. *Change of Currency.* (a) Each obligation
of any Borrower to make a payment denominated in the national currency unit of any Participating Member State that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in
accordance with the EMU Legislation). If, in relation to the currency of any such Participating Member State, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or
practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such Participating Member State adopts
the Euro as its lawful currency; *provided* that if any Borrowing in the currency of such Participating Member State is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the
end of the then current Interest Period.
(b) Each provision of this Agreement shall be subject to such
reasonable changes of construction as the Administrative Agent, acting at the direction of the Required Lenders, and the Borrower Representative may from time to time agree to be appropriate to reflect the adoption of the Euro by any member state
of the European Union and any relevant market conventions or practices relating to the Euro.
(c) Each provision of this Agreement also shall be subject to
such reasonable changes of construction as the Administrative Agent, acting at the direction of the Required Lenders, and the Borrower Representative may from time to time agree to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to the change in currency.
Section 1.08. *Interest Rates*. The Administrative Agent
does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Eurocurrency
Rate”, “Term SOFR”, “Term SOFR Reference Rate”, “Daily Simple SOFR”, “Alternate Base Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or
characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 2.13, will be similar to, or produce the same value or economic equivalence of, the Eurocurrency Rate, “Term
SOFR”, “Term SOFR Reference Rate”, “Daily Simple SOFR”, “Alternate Base Rate” or have the same volume or liquidity as did the London interbank offered rate or such other rate prior to its discontinuance or unavailability.
Section 1.09. *Divisions*. For all purposes under the
Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right,
obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been
organized on the first date of its existence by the holders of its equity interests at such time.
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Article 2
The Credits
Section 2.01. *Commitments.* Subject to the terms and
conditions set forth herein, each Lender, severally and not jointly, agrees to make Global Loans to the Borrowers in U.S. Dollars or in one or more Alternative Currencies from time to time during the Availability Period in an aggregate principal
amount that will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment, or (ii) the sum of the total Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Global Loans.
Section 2.02. *Loans and Borrowings.* (a) Each Global
Loan shall be made as part of a Borrowing consisting of Global Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; *provided* that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b) Subject to ****Section 2.13, each Global Borrowing
shall be comprised entirely of ABR Loans, Term SOFR Loans, Daily Simple SOFR Loans, Daily Simple CORRA Loans, Eurocurrency Loans, SONIA Loans, SARON Loans or TONA Loans as the Borrower Representative may request in accordance herewith. All ABR
Loans shall be denominated in U.S. Dollars. All Daily Simple CORRA Loans shall be denominated in Canadian Dollars. Eurocurrency Loans may be denominated in an Alternative Currency. All Term SOFR Loans and Daily Simple SOFR Loans shall be
denominated in U.S. Dollars. All SONIA Loans shall be denominated in Sterling. All SARON Loans shall be denominated in Swiss Francs. All TONA Loans shall be denominated in Yen. Each Swingline Loan shall be an ABR Loan. Each Lender at its option
may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; *provided* that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with
the terms of this Agreement.
(c) At the commencement of each Interest Period for any Term
SOFR Borrowing or Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing, Daily Simple SOFR Borrowing, Daily Simple CORRA
Borrowing, SONIA Borrowing, SARON Borrowing and TONA Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; *provided* that an ABR Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by ****Section 2.05(e). Each Swingline Loan shall be in an amount
that is an integral multiple of $100,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; *provided* that there shall not at any time be more than total of ten Eurocurrency
Borrowings and Term SOFR Borrowings outstanding.
(d) Notwithstanding any other provision of this Agreement,
the Borrower Representative shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
Section 2.03. *Requests for Borrowings.* To request a
Borrowing, the Borrower Representative shall notify the Administrative Agent of such request in the form of a Borrowing Request signed by the Borrower Representative not later than 11:00 a.m., New York City time, (a) in the case of a Term SOFR
Borrowing, three Business Days before the date of the proposed Borrowing, (b) in the case of an Eurocurrency Borrowing denominated in an Alternative Currency, four Business Days before the date of the proposed Borrowing, (c) in the case of a
SONIA Borrowing denominated in Sterling, five Business
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Days before the date of the proposed Borrowing, (d) in the case of a SARON Borrowing denominated in Swiss
Francs, five Business Days before the date of the proposed Borrowing, (e) in the case of a TONA Borrowing denominated in Yen, five Business Days before the date of the proposed Borrowing, (f) in the case of an ABR Borrowing, on the date of the
proposed Borrowing or (g) in the case of a Daily Simple SOFR Borrowing or Daily Simple CORRA Borrowing, five Business Days before the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable. Each such Borrowing Request
shall specify the following information in compliance with Section 2.02:
(i) the name of the Borrower;
(ii) the aggregate amount of the requested
Borrowing;
(iii) the date of such Borrowing, which shall be a
Business Day;
(iv) whether such Borrowing is to be an ABR
Borrowing, a Term SOFR Borrowing (or if a Benchmark Replacement with respect thereto has occurred or if applicable pursuant to Section 2.13(a)(i)(C), a Daily Simple SOFR Borrowing), a Eurocurrency Borrowing (or in the case of a Borrowing
denominated in Canadian Dollars, if a Benchmark Replacement with respect thereto has occurred or if applicable pursuant to Section 2.13(a)(i)(C), a Daily Simple CORRA Borrowing), a SONIA Borrowing, a SARON Borrowing or a TONA Borrowing;
(v) in the case of a Term SOFR Borrowing or
Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “**Interest Period**”;
(vi) the location and number of the applicable
Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of ******Section 2.06; and
(vii) in the case of a Eurocurrency Borrowing, the
currency of such Borrowing.
Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Notwithstanding the foregoing, in no event shall the Borrower be
permitted to request pursuant to this Section 2.03, prior to a Benchmark Transition Event and Benchmark Replacement Date with respect to (x) Term SOFR, a Daily Simple SOFR Loan or (y) Term CORRA, a Daily Simple CORRA Loan, in each case which
shall only apply to the extent provided in Section 2.13.
Section 2.04. *Swingline Loans.* (a) Subject to the
terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000 or (ii) the sum of the total Credit Exposures exceeding the total Commitments; *provided* that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.
(b) To request a Swingline Loan, the Borrower Representative
shall notify the Administrative Agent of such request by in the form of a Borrowing Request signed by the Borrower Representative, not later than 11:00 a.m., New York City time, on the day of a proposed Swingline Loan.
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Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day)
and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received by it. The Swingline Lender shall make each Swingline Loan available by means of a credit to the general
deposit account of the applicable Borrower with the Swingline Lender or disbursement to such other account of the applicable Borrower as the Borrower Representative may specify in its Borrowing Request (or, in the case of a Swingline Loan made to
finance the reimbursement of an LC Disbursement as provided in ****Section 2.05(e), by remittance to the Issuing Bank) on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such
Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such
Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in ****Section 2.06 with respect to Loans made by such Lender (and ****Section 2.06 shall apply, *mutatis mutandis*,
to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall promptly notify the Borrower Representative of any
participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from the Borrowers in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; *provided* that any such
payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.
Section 2.05. *Letters of Credit.* (a) General.
Subject to the terms and conditions set forth herein (including without limitation the conditions set forth in Section 4.02), the Borrower Representative may request the issuance of Letters of Credit for the account of the Borrowers (to support
obligations of any Borrower or its Subsidiaries), in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, from time to time during the Availability Period. All Letters of Credit shall be denominated in U.S.
Dollars or an Alternative Currency. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower
Representative to, or entered into by any Borrower with, any Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding the foregoing, each Existing Letter of Credit shall be deemed to
be a Letter of Credit under this Agreement and for all purposes of the Loan Documents.
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(b) Notice of Issuance, Amendment, Renewal or Extension;
Certain Conditions. (i) To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least five Business Days (or such shorter period of time as may be agreed by the
Administrative Agent and such Issuing Bank) in advance of the requested date of issuance, amendment, renewal or extension) a notice (which shall include wording agreed with such Issuing Bank) requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and specifying the name of the account party (which may, at the option of the Borrower Representative, list any Loan Party or one or more Subsidiaries of any Borrower; *provided* that the listing of such Guarantor or Subsidiaries shall not create any obligations of such entity under this Agreement and the Borrowers shall remain at all times responsible for the obligations and agreements under the Loan Documents with
respect to all Letters of Credit), the requested date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with ****Section 2.05(c)), the
amount of such Letter of Credit, the currency of denomination, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing
Bank, the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only
if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (x) the LC Exposure
shall not exceed $250,000,000 and (y) the sum of the total Credit Exposures shall not exceed the total Commitments.
(ii) Promptly after receipt of a notice requesting
the issuance, amendment, renewal or extension of a Letter of Credit, the applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such notice from the
Borrower Representative and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Upon receipt by such Issuing Bank of confirmation from the Administrative Agent that the requested issuance, amendment, renewal or
extension is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrowers or enter into the applicable
amendment, renewal or extension, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices.
(c) Expiration Date. Each Letter of Credit shall
expire at or before the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension); *provided* that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) below) and (ii) the date that is five Business Days
prior to the Maturity Date.
(d) Participations. Effective on the issuance of a
Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires
from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Pursuant to such participations, each Lender hereby
absolutely and unconditionally agrees to pay in U.S. Dollars to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the
Borrowers on the date due as provided in ****Section 2.05(e), or of any reimbursement payment required to be refunded to the Borrowers for
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any reason. Each Lender’s obligation to acquire participations and make payments pursuant to this
subsection is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or any reduction or
termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
(e) Reimbursement. If any Issuing Bank makes any LC
Disbursement in respect of a Letter of Credit, it shall promptly notify the Borrower Representative and the Administrative Agent and the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such
LC Disbursement not later than 12:00 noon, New York City time, on the next Business Day of such notice; *provided* that the Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with ****Section
2.03 or ****2.04 that such payment be financed with an ABR Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting
ABR Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender and the Issuing Bank of the applicable LC Disbursement, the payment then due from the Borrowers in respect
thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as is
provided in ****Section 2.06 with respect to Loans made by such Lender (and ****Section 2.06 shall apply, *mutatis mutandis*, to such payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the
applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to
the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender
pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of ABR Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation
to reimburse such LC Disbursement.
(f) Obligations Absolute. The Borrowers’ obligation
to reimburse LC Disbursements as provided in ****Section 2.05(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such
Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrowers’ obligations hereunder. None of the Lender Parties and their respective Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of (x) any of the circumstances referred to in the preceding sentence or (y) the failure of any Issuing Bank to honor a drawing under any such Letter of Credit as a result of any
Sanctions or any act or omission of any Governmental Authority), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuing Bank; *provided* that the foregoing shall not excuse any Issuing Bank
from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the
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Borrowers that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts
and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of such Issuing Bank (as finally determined by a
court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents do not strictly comply with the terms of such Letter of Credit.
(g) Disbursement Procedures. Each Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower Representative by telephone
(confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement pursuant thereto; *provided* that any failure to give or delay in giving such notice shall not relieve the Borrowers
of their obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.
(h) Interim Interest. Unless the Borrowers reimburse
an LC Disbursement in full on the date an LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the day on which such LC Disbursement is made to but excluding the day on which the Borrowers
reimburse such LC Disbursement, at the rate per annum then applicable to ABR Loans; *provided* that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to ****Section 2.05(e), then ****Section 2.12(c) and ****Section
2.12(d) shall apply. Interest accrued pursuant to this subsection shall be for the account of the applicable Issuing Bank, except that a pro rata share of interest accrued on and after the day that any Lender makes a payment pursuant to ****Section
2.05(e) shall be for the account of such Lender.
(i) Issuing Banks. Any Issuing Bank may be replaced
at any time by written agreement among the Borrower Representative, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement. At the time any
such replacement becomes effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to ****Section 2.11(b). On and after the effective date of any such replacement, (A) the successor
Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (B) references herein to the term “**Issuing Bank**” shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After an Issuing Bank is replaced, it will remain a party hereto and shall continue to have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it before such replacement, but shall not be required to issue additional Letters of Credit.
(j) Cash Collateralization. If an Event of Default
shall occur and be continuing, on the Business Day that the Borrower Representative receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing more than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this subsection, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for
the benefit of the Lenders, an amount in cash equal to 101% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; *provided* that the obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to a Borrower described in clause ****(h) or ****(i) of ****Article 7.
Such deposit shall
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be held by the Administrative Agent as collateral for the payment and performance of the obligations of the
Borrowers under this Agreement. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Administrative Agent shall invest and reinvest funds held by it on deposit in
one or more Permitted Investments in accordance with the written instructions of the Required Lenders; *provided* that, in the absence of such written instructions, all funds shall remain uninvested on deposit in a non-interest bearing
account in the commercial department of HSBC Bank USA, N.A. Investment instructions, which may be standing instructions, must be received by the Administrative Agent by 11:00 a.m. New York City time on the Business Day when such funds are to be
invested. Instructions received after 11:00 a.m. New York City time will be treated as if received on the following Business Day. The Administrative Agent shall have no obligation to invest or reinvest any funds deposited with or received by
the Administrative Agent after 11:00 a.m. New York City time on such day of deposit. Other than any interest earned on the investment of such deposits, which investments shall be made pursuant to the preceding sentence and at the Borrowers’ risk
and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse any Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposure representing more than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an
amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default (including
such Event of Default) have been cured or waived.
(k) Applicability of ISP 98. Unless otherwise agreed
by the Borrower Representative and the applicable Issuing Bank, each Borrower agrees that any Issuing Bank may issue Letters of Credit hereunder subject to the International Standby Practices 1998, ICC Publication No. 590 or, at such Issuing
Bank’s option, such later revision thereof in effect at the time of issuance of any such Letter of Credit (“**ISP 98**”). Any Issuing Bank’s privileges, rights and remedies under such ISP 98 shall be in addition to, and not in limitation of,
its privileges, rights and remedies expressly provided for herein.
(l) Independence. Each Borrower acknowledges that the
rights and obligations of each Issuing Bank under each Letter of Credit is independent of the existence, performance or nonperformance of any contract or arrangement underlying such Letter of Credit, including contracts or arrangements between
any Issuing Bank and any Borrower and between such Borrower and the beneficiary.
Section 2.06. *Funding of Borrowings.* (a) Each Lender
shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time (in the case of fundings to an account in New York City), or 12:00 noon, local time (in
the case of fundings to an account in another jurisdiction), in each case to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; *provided* that (x) ABR Loans shall be made
available by 2:00 p.m. New York City or local time, as the case may be, and (y) Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such funds available to the Borrowers by promptly crediting the amounts
so received, in like funds, to an account of the applicable Borrower maintained in New York City or London or in the financial center of the country of the currency of such Loans and designated by the Borrower Representative in the applicable
Borrowing Request; *provided* that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.
(b) Unless the Administrative Agent receives notice from a
Lender before the proposed date of any Borrowing that such Lender will not make its share of such Borrowing available to
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the Administrative Agent, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with ****Section 2.06(a) and may, in reliance on such assumption, make available to the Borrowers a corresponding amount in the required currency. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day
from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, if such Borrowing is denominated in U.S. Dollars, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and if such Borrowing is denominated in an Alternative Currency, a rate determined by the
Administrative Agent to represent its cost of overnight or short-term funds in the relevant currency (which determination shall be conclusive absent manifest error), or (ii) in the case of the Borrowers, the interest rate applicable to such
Borrowing (*provided* that in the case of a Borrowing denominated in U.S. Dollars, the interest rate applicable to ABR Loans). If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.
Section 2.07. *Interest Elections.* (a) Each Borrowing
initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Term SOFR Borrowing or Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Term SOFR Borrowing or Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this
Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding the foregoing, the Borrower Representative may not (i) elect to convert the currency in which any Loans are denominated, (ii) elect an
Interest Period for Term SOFR Loans or Eurocurrency Loans that does not comply with Section 2.02(d), (iii) elect to convert any ABR Loans to Term SOFR Loans or Eurocurrency Loans that would result in the number of Term SOFR Borrowings or
Eurocurrency Borrowings exceeding the maximum number of Term SOFR Borrowings or Eurocurrency Borrowings permitted under Section 2.02(c), or (iv) elect an Interest Period for Term SOFR Loans or Eurocurrency Loans unless the aggregate outstanding
principal amount of Term SOFR Loans and Eurocurrency Loans (including any Term SOFR Loans or Eurocurrency Loans, as applicable, in the same currency made on the date that such Interest Period is to begin) to which such Interest Period will apply
complies with the requirements as to minimum principal amount set forth in Section 2.02(c). This Section shall not apply to Swingline Loan Borrowings, which may not be converted or continued.
(b) To make an election pursuant to this Section, the
Borrower Representative shall notify the Administrative Agent of such election in the form of an Interest Election Request signed by the Borrower Representative by the time that a Borrowing Request would be required under ****Section 2.03 if
the Borrower Representative were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election; *provided* that in the case of a conversion of Term SOFR Loans or Eurocurrency Loans to ABR
Loans, notice of such election must be delivered not later than 11:00 a.m., New York City time, three Business Days before the end of the current Interest Period for such Term SOFR Loans or Eurocurrency Loans. Each such Interest Election Request
shall be irrevocable.
(c) Each Interest Election Request shall specify the
following information in compliance with ****Section 2.02 and ****Section 2.07(e):
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(i) the Borrowing to which such Interest Election
Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and
(iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made
pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an
ABR Borrowing, a Term SOFR Borrowing (or if a Benchmark Replacement with respect thereto has occurred, a Daily Simple SOFR Borrowing), a Eurocurrency Borrowing, a Daily Simple CORRA Borrowing, a SONIA Borrowing, a SARON Borrowing or a TONA
Borrowing; and
(iv) if the resulting Borrowing is to be a Term SOFR
Borrowing or Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “**Interest Period**”.
If an Interest Election Request requests a Term SOFR Borrowing or Eurocurrency Borrowing
but does not specify an Interest Period, then the Borrower Representative shall be deemed to have selected an Interest Period of one month’s duration.
(d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e) If the Borrower Representative fails to deliver a timely
Interest Election Request with respect to a Term SOFR Borrowing or Eurocurrency Borrowing before the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be continued as a Term SOFR Loan or Eurocurrency Loan having an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at
the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing, no outstanding ABR Borrowing may be converted to a Term SOFR Borrowing or Eurocurrency Borrowing.
Section 2.08. *Termination and Reduction of Commitments.* (a)
Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b) The Borrowers may at any time terminate, or from time to
time reduce, the Commitments; *provided* that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrowers shall not terminate or reduce the
Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with ****Section 2.10, the sum of the Credit Exposures would exceed the total Commitments.
(c) The Borrower Representative shall notify the
Administrative Agent of any election to terminate or reduce the Commitments under paragraph ****(b) of this Section at least three Business Days before the effective date of such termination or reduction, specifying such election and the
effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; *provided* that a notice of termination or reduction of the Commitments may state that such termination or reduction is conditioned upon the effectiveness of a refinancing or other events, in which case such notice may be revoked (by notice to the
Administrative Agent on or prior to the specified effective
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date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be
permanent and will be made ratably among the Lenders in accordance with their respective Commitments.
Section 2.09. *Repayment of Loans; Evidence of Debt.* (a)
Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Global Loan on the Maturity Date and (ii) to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a
calendar month and is at least two Business Days after such Swingline Loan is made; *provided* that on each date that a Global Borrowing is made, the Borrowers shall repay all Swingline Loans then outstanding.
(b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the currency, Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from
the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(d) The entries made in the accounts maintained pursuant to ****Section
2.09(b) or ****2.09(c) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; *provided* that any failure by any Lender or the Administrative Agent to maintain such accounts or any error therein
shall not affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement.
(e) Any Lender may request that Loans of any Class made by it
be evidenced by a promissory note. In such event, each Borrower shall prepare, execute and deliver promptly to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) substantially in the form of Exhibit H. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to ****Section 10.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).
Section 2.10. *Prepayment of Loans; Collateralization of
LC Exposure.* (a) Each Borrower shall have the right at any time to prepay any Borrowing in whole or in part, subject to the provisions of this Section.
(b) If the Administrative Agent notifies the Borrower
Representative at any time that the aggregate Outstanding Amount of all Credit Exposure at such time exceeds an amount equal to 105% of the Commitments then in effect, then, within seven Business Days after receipt of such notice, the Borrowers
shall prepay Loans or cash collateralize LC Exposure in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Commitments then in effect. The Administrative Agent may,
at any time and from time to time after the initial deposit of such cash collateral, request that additional cash collateral be provided in order to protect against the results of further exchange rate fluctuations.
(c) The Borrower Representative shall notify the
Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of
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any prepayment hereunder (i) in the case of prepayment of a Term SOFR Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of prepayment, (ii) in the case of a Eurocurrency Borrowing denominated in an Alternative Currency, not later than 11:00 a.m., New York City time, three Business Days before the date of
payment, (iii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment, (iv) in the case of prepayment of a SONIA Borrowing denominated in Sterling, not later than 11:00 a.m., New
York City time, five Business Days before the date of prepayment, (v) in the case of prepayment of a SARON Borrowing denominated in Swiss Francs, not later than 11:00 a.m., New York City time, five Business Days before the date of prepayment,
(vi) in the case of prepayment of a TONA Borrowing denominated in Yen, not later than 11:00 a.m., New York City time, five Business Days before the date of prepayment, (vii) in the case of prepayment of a Daily Simple SOFR Borrowing or Daily
Simple CORRA Borrowing, not later than 11:00 a.m., New York City time, five Business Days before the date of prepayment or (viii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time, on the date of
prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; *provided* that such notice may state that the prepayment is conditioned
upon the effectiveness of a refinancing or other events, in which case such notice may be revoked (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt
of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as
provided in ****Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by ****Section 2.12.
Section 2.11. *Fees.* (a) The Borrowers agree to pay to
the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Restatement
Date to but excluding the date on which such Commitment terminates; *provided* that, if such Lender continues to have any Credit Exposure after its Commitment terminates, then such facility fee shall continue to accrue on the daily amount
of such Lender’s Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Credit Exposure. Accrued facility fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof; *provided* that any facility fees accruing after the date on which the
Commitments terminate shall be payable on demand. All facility fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrowers agree to pay (i) to the Administrative
Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Term SOFR Loans on the average
daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Date to but excluding the later of the date on which such Lender’s
Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including
the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date
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to occur after the Restatement Date; *provided* that all such fees shall be payable on the date on
which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to each Issuing Bank pursuant to this subsection shall be payable within 30 days after
demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c) The Borrowers agree to pay to the Administrative Agent,
for its own account, fees payable in the amounts and at the times separately agreed upon in writing by the Borrower Representative and the Administrative Agent.
(d) All fees payable hereunder shall be paid on the dates
due, in immediately available funds in U.S. Dollars, to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it) for distribution, in the case of facility fees and participation fees, to the Lenders. Fees
paid shall not be refundable under any circumstances.
Section 2.12. *Interest.* (a) The Loans comprising
each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.
(b) The Loans comprising each (i) Eurocurrency Borrowing
shall bear interest at the Eurocurrency Rate for the Interest Period in effect for such Borrowing *plus* the Applicable Rate, (ii) SONIA Borrowing shall bear interest at Daily Simple SONIA in effect for such Borrowing *plus* the
Applicable Rate, (iii) SARON Borrowing shall bear interest at Daily Simple SARON in effect for such Borrowing *plus* the Applicable Rate, (iv) TONA Borrowing shall bear interest at Daily Simple TONA in effect for such Borrowing *plus* the Applicable Rate, (v) Term SOFR Borrowing shall bear interest at the Term SOFR for the Interest Period in effect for such Borrowing *plus* the Applicable Rate, (vi) Daily Simple SOFR Borrowing shall bear interest at the Daily Simple SOFR
plus the Applicable Rate and (vii) Daily Simple CORRA Borrowing shall bear interest at the Daily Simple CORRA plus the Applicable Rate.
(c) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a
rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding subsections of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans.
(d) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan and upon termination of the Commitments; *provided* that (i) interest accrued pursuant to ****Section 2.12(c) shall be payable on demand, (ii) upon any repayment or prepayment of any Loan
(other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) upon any conversion of any
Term SOFR Loan or Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.
(e) All interest hereunder shall be computed on the basis of
a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and
interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing shall be computed in accordance with such market practice, and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The
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applicable Alternate Base Rate, Term SOFR, Daily Simple SOFR, Daily Simple CORRA, Eurocurrency Rate, SONIA
Rate, SARON Rate or TONA Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
(f) In connection with the use or administration of Term
SOFR, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark
Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the
effectiveness of any Benchmark Replacement Conforming Changes in connection with the use or administration of Term SOFR.
Section 2.13. *Effect of Benchmark Transition Event*.
(a) Benchmark Replacement.
(i) Notwithstanding anything to the contrary
herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.13):
(A) Benchmark Replacement (Dollars). If a
Benchmark Transition Event and its related Benchmark Replacement Date have occurred to any setting of the then-current Benchmark applicable to Loans denominated in Dollars, then (x) if a Benchmark Replacement is determined in accordance with
clause (a)(1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and
subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (a)(2) of the
definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m.
(New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest
payments will be payable on a quarterly basis.
(B) Benchmark Replacement (Alternative Currencies).
If a Benchmark Transition Event occurs after the date hereof with respect to any then-current Benchmark and a Benchmark Replacement is determined in accordance with clause (b) of “Benchmark Replacement”, then such Benchmark Replacement will
replace the relevant then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is
provided by the Administrative Agent to the Lenders and the Borrower without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by
such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the
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Benchmark Replacement is Daily Simple CORRA, all interest payments will be payable on a quarterly
basis.
(C) Prior to Benchmark Replacement. At any time
that the administrator of a then-current Benchmark has permanently or indefinitely ceased to provide a Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public
statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, until the Borrower’s receipt of
notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, the Borrower may revoke any request for a Term SOFR Borrowing, Eurocurrency Borrowing, SARON Borrowing, SONIA Borrowing or TONA Borrowing, as
applicable, of, conversion to or continuation of Term SOFR Loans, Eurocurrency Loans, SARON Loans, SONIA Loans or TONA Loans, as applicable, to be made, converted or continued that would bear interest by reference to such Benchmark and, failing
that, either (i) the Borrower will be deemed to have converted any such request for a Term SOFR Borrowing denominated in Dollars into a request for a Borrowing of or conversion to Daily Simple SOFR Loans, or if Daily Simple SOFR is not available,
ABR Loans or (ii) any Eurocurrency Borrowing, SARON Borrowing, SONIA Borrowing or TONA Borrowing, as applicable, denominated in an Alternative Currency shall be ineffective. During the period referenced in the foregoing sentence, the component of
ABR based upon the applicable then-current Benchmark will not be used in any determination of ABR. Furthermore, if any Term SOFR Loan, Eurocurrency Loan, SARON Loan, SONIA Loan or TONA Loan, as applicable, is outstanding on the date of the
Borrower’s receipt of a notice from the Administrative Agent with respect to a then-current Benchmark applicable to such Term SOFR Loan, Eurocurrency Loan, SARON Loan, SONIA Loan or TONA Loan, as applicable, then until such time as a Benchmark
Replacement for such then-current Benchmark is implemented pursuant to this Section 2.13, (i) if such Loan is a Term SOFR Loan, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day
is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Daily Simple SOFR Loan, or if Daily Simple SOFR is not available, an ABR Loan, in each case, denominated in Dollars on such day, (ii) if
such Loan is denominated in Canadian Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent
to, and shall constitute, a Daily Simple CORRA Loan or (iii) if such Eurocurrency Loan, SARON Loan, SONIA Loan or TONA Loan, as applicable, is denominated in an Alternative Currency (other than Canadian Dollars), then such Loan shall, on the last
day of the Interest Period or on the Interest Payment Date, as applicable, applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), at the Borrower’s election prior to such day: (A) be prepaid by the
Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Eurocurrency Loan, such Eurocurrency Loan, SARON Loan, SONIA Loan or TONA Loan, as applicable, shall be deemed to be a Term SOFR Loan and shall
accrue interest at the same interest rate applicable to Term SOFR Loans at such time.
(b) Benchmark Replacement Conforming Changes. In
connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein
or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent
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of any other party to this Agreement or any other Loan Document (other than as provided in the definition
of Benchmark Replacement Conforming Changes).
(c) Notices; Standards for Decisions and Determinations.
The Administrative Agent will promptly (and in any event within five (5) Business Days) notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the
effectiveness of any Benchmark Replacement Conforming Changes, and (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below. Any determination, decision or election that may be made by the Administrative Agent
or, if applicable, the Borrower or any Lender (or group of Lenders) pursuant to this Section 2.13, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date
and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any
other Loan Document, except, in each case, as expressly required pursuant to this Section 2.13.
(d) Unavailability of Tenor of Benchmark. At any time
(including in connection with the implementation of a Benchmark Replacement), (i) if a then-current Benchmark is a term rate (including Term SOFR), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or
non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for such Benchmark (including Benchmark Replacement) settings.
Section 2.14. *Increased Costs.* (a) If any Change in
Law shall:
(i) impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any reserve requirement contemplated by ******Section 2.14(e)) or Issuing Bank;
(ii) subject any Lender Party to any Taxes (other
than (A) Indemnified Taxes, (B) Excluded Taxes and (C) Other Taxes) with respect to Loans made by such Lender or any Letter of Credit or participation therein (including on its deposits, reserves, other liabilities or capital attributable
thereto); or
(iii) impose on any Lender or such Issuing Bank or
the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of
making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to
reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional
amount or amounts as will compensate it for such additional costs incurred or reduction suffered, but only to the extent such Lender or such Issuing Bank is imposing such charges on borrowers (similarly situated to the Borrowers hereunder) under
comparable syndicated credit facilities.
(b) If any Lender or any Issuing Bank determines that any
Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held
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by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such
Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such
Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such
Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered, but only to the extent such Lender or such Issuing Bank is imposing such charges on borrowers (similarly situated to the Borrowers hereunder)
under comparable syndicated credit facilities.
(c) A certificate of a Lender or an Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in ****Section 2.14(a) or ****2.14(b) shall be delivered to the Borrower Representative and
shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 30 days after receipt thereof.
(d) Failure or delay by any Lender or any Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; *provided* that the Borrowers shall not be required to compensate a Lender or such Issuing
Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days before the date that such Lender or any Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to
such increased cost or reduction and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; *provided*, *further* that, if the Change in Law giving rise to such increased cost or reduction is retroactive,
then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
(e) The Borrowers shall pay to each Lender,(i) as long as
such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “**Eurocurrency liabilities**”), additional interest on the unpaid principal
amount of each Eurocurrency Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be
required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Term SOFR Loans or
Eurocurrency Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, *provided* the Borrower Representative shall have received at least 10
days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be
due and payable 30 days from receipt of such notice.
(f) Except in the case of ****Section 2.14(a)(ii), this ****Section 2.14 shall not apply to matters covered by ****Section 2.16 relating to Taxes, including any Excluded Taxes.
*Section 2.15. Break Funding Payments.* In the event of
(a) the payment of any principal of any Term SOFR Loan or Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR Loan or
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Term SOFR Loan or Eurocurrency Loan on the date specified in any notice
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delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(c) and is
revoked in accordance therewith) or (d) the assignment of any Term SOFR Loan or Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section
2.18, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense directly attributable to such event. Such loss, cost and expense to any Lender shall be deemed to include an amount determined by such Lender
to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Term SOFR or Eurocurrency Rate that would have been applicable to such Loan, for the period
from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from
other banks in the relevant market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive absent manifest
error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.
Section 2.16. *Taxes.* (a) Any and all payments by or
on account of any obligation of any Loan Party under the Loan Documents shall be made free and clear of and without deduction or withholding for any Taxes; *provided* that if a Loan Party shall be required by applicable law to deduct or
withhold any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes the sum payable by such Loan Party shall be increased as necessary so that after making all required deductions and withholdings (including
deductions and withholdings applicable to additional sums payable under this Section) each Lender Party receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) such Loan Party shall make
such deductions and withholdings and (iii) such Loan Party shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.
(b) Without limiting the provisions of subsection ****(a)
above, each Loan Party shall, jointly and severally, indemnify each Lender Party, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes imposed on or with respect to any payment made by or on account of any
obligation of any Loan Party under the Loan Documents (including amounts payable under this Section) or Other Taxes (together with any penalties, interest and reasonable expenses) payable or paid by such Lender Party or required to be withheld or
deducted from a payment to such Lender Party, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to such Loan Party by a Lender Party on its own behalf, or by the Administrative Agent on behalf of a Lender Party, shall be conclusive absent manifest error.
(c) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(d) (i) Any Lender that is entitled to an exemption from or
reduction of withholding Tax (including FATCA) under the law of a Relevant Jurisdiction, or any treaty to which such jurisdiction is a party, or under any law or treaty of any other jurisdiction in which payments may be made by a Borrower
pursuant to this Agreement, with respect to payments under this Agreement, shall deliver to the Borrower Representative (with a copy to the Administrative Agent), at the time or times reasonably requested by the
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Borrower Representative or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower Representative as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if reasonably requested by the Borrower or the
Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Each Lender shall promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any such claimed exemption or reduction.
Notwithstanding anything to the contrary herein, the completion, execution and submission of such documentation (other than such documentation set forth in clauses ****(ii) and ****(iii) of this ****Section 2.16(d)) shall not be
required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii) If a payment made to a Lender under any Loan
Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent
such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be
necessary for the Borrower Representative or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to
deduct and withhold from such payment. Solely for the purposes of this ******Section 2.16(d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii) Without limiting the generality of the
foregoing, in the event that the Borrower is a U.S. Person,
(A) any Lender that is a U.S. Person shall deliver to
the Borrower Representative and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the
Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;
(B) any Non-U.S. Lender shall, to the extent it is
legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Non-U.S. Lender claiming the
benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal
withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document,
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IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. Federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2) executed copies of IRS Form W-8ECI;
(3) in the case of a Non-U.S. Lender claiming the
benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code related to any Borrower (a “**U.S. Tax Compliance
Certificate**”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or
(4) to the extent a Non-U.S. Lender is not the
beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; *provided* that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S.
Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner.
(e) If a Lender Party determines, in its sole discretion,
that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section that in the good faith judgment of such
Lender Party is allocable to such indemnity or additional amounts and is not subject to return, reassessment or other repayment, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by such Loan Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of such Lender Party’s out-of-pocket expenses and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); *provided* that such Loan Party, upon the request of such Lender Party, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to such Lender Party in the event such Lender Party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph ****(e), in no
event will a Lender Party be required to pay any amount to a Loan Party pursuant to this paragraph ****(e) the payment of which would place the Lender Party in a less favorable net after-tax position than the Lender Party would have been in
if the Tax giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section shall not be construed to require any
Lender Party to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Loan Party or any other Person.
(f) Each Lender shall severally indemnify the
Administrative Agent for any Taxes, including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section (but only to the extent that the Loan Parties have not already indemnified the
Administrative Agent for such Taxes and without limiting the obligation, if any, of the Loan Parties to do so), in each case attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document,
whether or not such Taxes were correctly or legally imposed or
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asserted, and any reasonable expenses arising therefrom or with respect thereto. This indemnification shall
be made within 15 days from the date the Administrative Agent makes demand therefor.
(g) For purposes of this ****Section 2.16, the term
“applicable law” includes FATCA.
Section 2.17. *Payments Generally; Pro Rata Treatment;
Sharing of Set-offs.* (a) Each Borrower shall make each payment required to be made by it under the Loan Documents (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.14, 2.15
or 2.16, or otherwise) before the time expressly required under the relevant Loan Document for such payment (or, if no such time is expressly required, before 12:00 noon, local time at the place of payment), on the date when due, in immediately
available funds, without set off or counterclaim. Any amount received after such time on any day may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to such account of the Administrative Agent as the Administrative Agent shall specify by notice to the Borrower Representative, except payments to be made directly to any Issuing Bank or the
Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the
Persons specified therein. The Administrative Agent shall distribute any such payment received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall
be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, if such payment accrues interest, interest thereon shall be payable for the period of such extension. All payments
hereunder of principal and interest in respect of any Loan (or of any breakage indemnity or payment under Section 2.15 in respect of any Loan) shall be made in the currency of such Loan; all other payments under each Loan Document shall be made
in U.S. Dollars.
(b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) *first*, to pay ratably any unpaid fees, costs and expenses of
the Administrative Agent, (ii) *second*, to pay interest and fees then due hereunder, ratably among the other Lender Parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (iii) *third*,
to pay principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
(c) If any Lender shall, by exercising any right of set off
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Global Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Global Loans or participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other applicable Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Global Loans, LC Disbursements or Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with
the aggregate amount of principal of and accrued interest on their respective Global Loans and participations in LC Disbursements and Swingline Loans; *provided* that (x) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (y) the provisions of this subsection shall not be construed to apply to
any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in
LC Disbursements to any assignee or participant, other than to any Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of
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this subsection shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of such Borrower in the amount of such participation.
(d) Unless the Administrative Agent shall have received
notice from the Borrower Representative prior to the date on which any payment is due to the Administrative Agent for the account of one or more Lender Parties hereunder that such payment will not be made, the Administrative Agent may assume that
such payment has been made on such date in accordance herewith and may, in reliance upon such assumption, distribute to each relevant Lender Party the amount due. In such event, if such payment has not in fact been made, then each of Lender Party
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender Party with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at, if such payment is denominated in U.S. Dollars, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation, and, if such payment is denominated in an Alternative Currency, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds in the relevant currency (which determination shall be conclusive
absent manifest error).
(e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section ****2.04(c), ****2.05(d), ****2.05(e), ****2.06(b), ****2.17(d) or ****10.03(b), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.
Section 2.18. *Mitigation Obligations; Replacement of
Lenders.* (a) If any Lender requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then
such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrowers agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) If any Lender requests compensation under ****Section
2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to ****Section 2.16, and, in each case, such Lender has declined or is unable to designate a
different lending office in accordance with paragraph (a) of this Section, or if any Lender becomes a Defaulting Lender, or if a Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that
requires the consent of each Lender and has been approved by the Required Lenders, then the Borrower Representative may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign,
without recourse (in accordance with and subject to the restrictions contained in ****Section 10.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); *provided* that (i) to the extent required under ****Section 10.04, the Borrower Representative shall have received the prior written consent of the Administrative Agent and the
Issuing Banks, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC
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Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation
under ****Section 2.14 or payments required to be made pursuant to ****Section 2.16, such assignment will result in a material reduction in such compensation or payments. A Lender shall not be required to make any such assignment if,
prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower Representative to require such assignment cease to apply. At any time prior to the effectiveness of such assignment, the Borrower
Representative, in its sole discretion, may revoke the notice requiring such assignment. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment executed by the Borrower
Representative, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the
terms thereof; *provided* that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the
applicable Lender; *provided* that any such documents shall be without recourse to or warranty by the parties thereto.
Section 2.19. *[Reserved]*.
Section 2.20. *Defaulting Lenders.* If any Lender
becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(a) fees shall cease to accrue on the unused portion of the
Commitment of such Defaulting Lender pursuant to ****Section 2.11(a);
(b) the Commitment and Credit Exposure of such Defaulting
Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification permitted to be effected by the Required Lenders pursuant
to ****Section 10.02);
(c) if any Swingline Exposure or LC Exposure exists at the
time such Lender becomes a Defaulting Lender then:
(i) so long as no Event of Default has occurred
and is continuing, the Swingline Exposure and LC Exposure of such Defaulting Lender shall be automatically reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent the sum of
all non-Defaulting Lenders’ Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments;
(ii) if the reallocation described in clause ******(i)
above cannot, or can only partially, be effected, the Borrowers shall within three Business Days following notice by the Administrative Agent (a) *first* prepay such Swingline Exposure and (b) either (x) procure the reduction or termination
of the Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause ******(i) above) or (y) if requested in writing by the applicable Issuing Bank, cash collateralize for the benefit of such
Issuing Bank only the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause ******(i) above) in accordance with the procedures set forth in ******Section
2.05(j) for so long as such LC Exposure is outstanding;
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(iii) if the Borrowers cash collateralizes any
portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to ******Section 2.11(b) with respect to such Defaulting Lender’s LC
Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(iv) to the extent that the LC Exposures of the
non-Defaulting Lenders are adjusted pursuant to clause (i) above, then the letter of credit fees payable to the Lenders pursuant to ******Section 2.11(b) shall to the same extent be adjusted in accordance with such non-Defaulting
Lenders’ Applicable Percentages; and
(v) if all or any portion of such Defaulting
Lender’s LC Exposure is not reallocated, reduced, terminated nor cash collateralized pursuant to clause ******(i) or ******(ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender
hereunder, all letter of credit fees payable under ******Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to such Issuing Bank until and to the extent that such LC Exposure is reallocated, reduced,
terminated and/or cash collateralized; and
(d) so long as such Lender is a Defaulting Lender, the
Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then
outstanding LC Exposure after giving effect thereto will be 100% covered by the Commitments of the non-Defaulting Lenders and/or prepaid, reduced, terminated and/or cash collateralized to the extent requested by the applicable Issuing Bank in
accordance with ****Section 2.20(c), and participating interests in any newly made Swingline Loan or newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with ****Section
2.20(c)(i) (and such Defaulting Lender shall not participate therein).
If (i) with respect to any Lender, a Bankruptcy Event or a Bail-In
Action with respect to any Person as to which such Lender is, directly or indirectly, a subsidiary, shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or any Issuing Bank has a good
faith belief that any Lender has defaulted in fulfilling its funding obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and no
Issuing Bank shall be required to issue, extend, renew or increase any Letter of Credit, unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrowers or such Lender, reasonably
satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.
In the event that the Administrative Agent, the Borrower
Representative, the Swingline Lender and the applicable Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and the LC Exposure of
the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders other than the Swingline Loans as the Administrative Agent shall
determine is necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage; *provided* that there shall be no retroactive effect on fees adjusted or reallocated pursuant to Section 2.20(a) and Section
2.20(c)(iii), (iv) and (v).
Section 2.21. *Incremental Facilities*.
(a) The Borrower Representative may by written notice to the
Administrative Agent elect to request the establishment of one or more increases in Commitments (the “**Incremental Commitments**”), by an aggregate amount that is an integral multiple of $5,000,000 and not less than
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$10,000,000 individually (or such lesser amount as may be approved by the Administrative Agent); *provided* that at no time shall the aggregate amount of Commitments, after giving effect to such Incremental Commitments effected pursuant to this Section, exceed $3,750,000,000. Each such notice shall specify the date (each, an “**Incremental Effective
Date**”) on which the Borrower Representative proposes that the Incremental Commitments shall be effective. The Borrowers may approach any Lender or any other Person (other than a natural person) to provide all or a portion of the Incremental
Commitments; *provided* that any Lender may elect or decline, in its sole discretion, to provide such Incremental Commitment. Each Incremental Commitment shall become effective as of the applicable Incremental Effective Date; *provided* that (i) the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Incremental Commitments) and the Administrative Agent shall have received a certificate
to that effect dated such date and executed by an Authorized Officer, (ii) the Incremental Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower Representative and the
Administrative Agent, (iii) the Administrative Agent, the Swingline Lender and the Issuing Bank shall have consented (not to be unreasonably withheld or delayed) to any New Lender (as defined below) to the extent such consent, if any, would be
required under ****Section 10.04 for an assignment of Loans or Commitments to such Person and (iv) the Borrowers shall make any payments required pursuant to ****Section 2.15 in connection with the Incremental Commitments, as
applicable.
(b) On any Incremental Effective Date, subject to the
satisfaction of the foregoing terms and conditions, (i) each of the Lenders with existing Commitments shall assign to each Lender with an Incremental Commitment (each, a “**New Lender**”) and each of the New Lenders shall purchase from each of
the Lenders with existing Commitments, at the principal amount thereof, such interests in the Loans outstanding on such Incremental Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the
Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (ii) each Incremental Commitment shall be deemed for all
purposes a Commitment and, each Loan made under an Incremental Commitment (a “**New Loan**”) shall be deemed, for all purposes, Loans and (iii) each New Lender shall become a Lender with respect to the Incremental Commitment and all matters
relating thereto.
(c) Incremental Commitments and New Loans shall be identical
to the Commitments and the Loans.
(d) Each Lender Joinder Agreement may, without the consent of
any other Lenders, effect technical and corresponding amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this ****Section 2.21.
Section 2.22. *Extended Commitments and Extended Loans*.
(a) (i) The Borrower Representative may at any
time and from time to time request that all or a portion of the Commitments, and/or any Extended Commitments, each existing at the time of such request (each, an “**Existing Commitment**” and any related revolving credit loans thereunder, “**Existing
Loans**”) be converted to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of Loans related to such Existing Commitments (any such
Existing Commitments which have been so extended, “**Extended Commitments**” and any related Loans, “**Extended Loans**”) and to provide for other terms consistent with this ****Section 2.22(a). In order to establish any Extended
Commitments, the Borrower Representative shall provide a notice (an “**Extension Request**”) to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders) setting forth the proposed terms of the Extended
Commitments to be
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established, which shall not be materially more restrictive to the Loan Parties (as determined in good
faith by the Borrower Representative), when taken as a whole, than the terms of the applicable Existing Commitments (the “**Specified Existing Commitment**”) unless (x) the Lenders providing Existing Loans receive the benefit of such more
restrictive terms or (y) any such provisions apply after the Maturity Date, in each case, to the extent provided in the applicable Extension Amendment; *provided*, *however*, that (x) (A) the interest margins with respect to the
Extended Commitments may be higher or lower than the interest margins for the Specified Existing Commitments and/or (B) additional fees and premiums may be payable to the Lenders providing such Extended Commitments in addition to or in lieu of
any increased margins contemplated by the preceding clause ****(A) and (y) the facility fee with respect to the Extended Commitments may be higher or lower than the facility fee for the Specified Existing Commitment; *provided* that,
notwithstanding anything to the contrary in this ****Section 2.22(a) or otherwise, (1) the borrowing and repayment of Extended Loans shall be made on a pro rata basis with all other Existing Loans so long as the Existing Commitments are
outstanding and (2) assignments and participations of Extended Commitments and Extended Loans shall be governed by the same assignment and participation provisions applicable to Existing Commitments and Existing Loans as set forth in ****Section
10.04. Any Extension Request by the Borrower Representative shall be made to all Lenders holding the applicable Existing Commitments and Existing Loans, but no Lender shall have any obligation to agree to have any of its Loans or Commitments
converted into Extended Loans or Extended Commitments pursuant to such Extension Request. Any Extended Commitments of any Extension Series shall constitute a separate series of revolving credit commitments from the Specified Existing Commitments
and from any other Existing Commitments (together with any other Extended Commitments so established on such date).
(ii) Any Lender (an “**Extending Lender**”)
wishing to have all or a portion of its Existing Commitments subject to such Extension Request converted into Extended Commitments shall notify the Administrative Agent (an “**Extension Election**”) on or prior to the date specified in such
Extension Request of the amount of its Existing Commitments that it has elected to convert into Extended Commitments. Such Extended Commitment shall be treated identically to all other Commitments for purposes of the obligations of a Lender in
respect of Swingline Loans under ******Section 2.04 and Letters of Credit under ******Section 2.05, except that the applicable Extension Amendment may provide that the maturity dates for Swingline Loans and Letters of Credit,
as applicable, may be extended and the related obligations to make Swingline Loans and issue Letters of Credit may be continued so long as the Swingline Lender and/or the applicable Issuing Bank, as applicable, have consented to such extensions
in their sole discretion (it being understood that no consent of any other Lender shall be required in connection with any such extension).
(iii) Extended Commitments, as applicable, shall be
established pursuant to an amendment (an “**Extension Amendment**”) to this Agreement executed by the Borrower Representative, the Administrative Agent and the Extending Lenders (and not any other Lenders). No Extension Amendment shall provide
for any tranche of Extended Commitments in an aggregate principal amount that is less than $10,000,000.
(iv) Notwithstanding anything to the contrary
contained in this Agreement, (A) on any date on which any Existing Commitment or Existing Loan is converted to extend the related scheduled maturity date(s) in accordance with clause ******(i) above (an “**Extension Date**”), in the
case of the Specified Existing Commitments of each Extending Lender, the aggregate principal amount of such Specified Existing Commitments shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Commitments so
converted by such Lender on such date, and such Extended Commitments shall be established as a separate series of revolving credit commitments from any Existing Commitments and (B) if, on any Extension Date, any Loans of any Extending Lender are
outstanding under the applicable Specified Existing Commitments, such
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Loans (and any related participations) shall be deemed to be allocated as Extended Loans (and
related participations) and Existing Loans (and related participations) in the same proportion as such Extending Lender’s Specified Existing Commitments to Extended Commitments. Each Extended Commitment shall become effective as of the applicable
Extension Date; *provided* that the conditions set forth in Section 4.02 shall be satisfied (with all references in such Section to a Borrowing being deemed to be references to such Extension Request) and the Administrative Agent shall have
received a certificate to that effect dated such date and executed by an Authorized Officer,
(b) The Administrative Agent and the Lenders (other than the
Swingline Lender and the Issuing Bank to the extent such consent is expressly required by this ****Section 2.22) hereby consent to the consummation of the transactions contemplated by this ****Section 2.22 (including payment of any
interest, fees, or premium in respect of any Extended Commitments set forth in the relevant Extension Amendment) and hereby waive the requirements of any provision of this Agreement (including, without limitation, any pro rata payment or
amendment section) or any other Loan Document that may otherwise prohibit or restrict any such extension or any other transaction contemplated by this ****Section 2.22.
Article 3
Representations and Warranties
In order to induce the Lenders to enter into this Agreement, to make
the Loans and issue or participate in Letters of Credit as provided for herein, each Loan Party makes the following representations and warranties to the Lenders, all of which shall survive the execution and delivery of this Agreement and the
making of the Loans and the issuance of the Letters of Credit:
Section 3.01. *Organization; Powers.* Each Loan Party
(a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and (b) except where the failure
to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing (if applicable) in, every jurisdiction where such qualification is
required.
Section 3.02. *Authorization; Enforceability.* The
Transactions to be entered into by each Loan Party are within its organizational powers and have been duly authorized by all necessary organizational action. This Agreement has been duly executed and delivered by each Loan Party and constitutes,
and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, as the case may be, in each case enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law.
Section 3.03. *Governmental Approvals; No Conflicts.* The
Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect or (ii) where the failure
to obtain or make them would not reasonably be expected to have a Material Adverse Effect, (b) will not violate (i) the Constituent Documents of any Loan Party or (ii) except where such violation would not reasonably be expected to have a
Material Adverse Effect, any law or regulation applicable to any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or
its assets, or give rise to a right thereunder to require any Loan Party to make any payment except where the failure to do so, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and (d) will not result
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in the creation or imposition of any Lien on any asset of any Loan Party, except where the failure to do
so, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Section 3.04. *Financial Condition; No Material Adverse
Change.* (a) The Borrower Representative has heretofore furnished to the Administrative Agent statements of financial condition, results of operations, changes in equity and cash flows of the Public Company as of and for the (i) fiscal
years ended December 31, 2023, December 31, 2024 and December 31, 2025 and (ii) fiscal quarter ended March 31, 2026. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash
flows of the Public Company, as of such dates and for such periods on a consolidated basis and in accordance with GAAP, except to the extent provided in the notes to said financial statements and in the case of the statements referred to in
clause (ii) above, subject to year-end adjustments and the absence of footnotes.
(b) Except as disclosed in the financial statements referred
to above or the notes thereto and except for the Disclosed Matters, after giving effect to the Transactions, none of the Loan Parties has, as of the Restatement Date, any liabilities and obligations, that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.
(c) As of the Restatement Date, there has been no material
adverse change in the business, results of operations or financial condition of the Loan Parties, taken as a whole, since December 31, 2025.
*Section 3.05. Litigation and Environmental Matters.* (a)
As of the Restatement Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party Group
Company (i) as to which there is a reasonable possibility of adverse determinations that, in the aggregate, would reasonably be expected to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve any of the
Loan Documents or the Transactions.
(b) Except for any matters that, in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect, no Loan Party Group Company (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) is subject to any Environmental Liability, (iii) has received written notice of any claim with respect to any Environmental Liability or (iv) knows of any facts or occurrences that would reasonably be expected to result in
Environmental Liability.
Section 3.06. *Compliance with Laws.* Each Loan Party
Group Company is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect.
Section 3.07. *Investment Company Status; Regulatory
Restrictions on Borrowing.* No Loan Party is required to be registered as an “**investment company**” under the Investment Company Act of 1940, as amended (the “**Investment Company Act**”).
Section 3.08. *Taxes.* Each Loan Party Group Company
has timely filed or caused to be filed all Tax returns required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the relevant Loan Party Group Company has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that failures to do so, in the aggregate, could not reasonably be expected to
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result in a Material Adverse Effect. There is no proposed tax assessment against any Loan Party Group
Company that, if made, could reasonably be expected to have a Material Adverse Effect.
Section 3.09. *ERISA.* (a) No ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. Each Plan is in compliance with
those provisions of ERISA and the Code which are applicable to it, except where noncompliance could not reasonably be expected to result in a Material Adverse Effect.
(b) Each International Plan has been maintained in compliance
with its terms and with the requirements prescribed by applicable law (including any special provisions relating to qualified plans where such International Plan was intended to so qualify) and has been maintained in good standing (where so
required) with the applicable regulatory authorities, except where noncompliance or failure to maintain such status would not result in a Material Adverse Effect. No unfunded liabilities, determined on the basis of actuarial assumptions which are
reasonable in the aggregate, exist under any of the International Plans (required to be funded) in the aggregate that would reasonably be expected to result in a Material Adverse Effect.
(c) Except as would not reasonably be expected to result in a
Material Adverse Effect, no Plan or International Plan is a Multiemployer Plan and no Plan or International Plan is a multiple employer welfare arrangement as defined in Section 3(40) of ERISA which is subject to ERISA.
Section 3.10. *Disclosure*.
(a) None of the written information and written data
furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by other
information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein (taken as a whole), in the light of the circumstances under which they were
made, not materially misleading at such time, it being understood and agreed that for purposes of this ****Section 3.10, such factual information and data shall not include pro forma information, projections, estimates (including financial
estimates, forecasts, and other forward-looking information) or other forward-looking information and information of a general economic or general industry nature; *provided* that, with respect to any pro forma information or any projected
financial information (including financial estimates, forecasts and other forward-looking information), each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time
made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and such
differences may be material.
(b) As of the Restatement Date, the information included in
each Beneficial Ownership Certification, if applicable, provided on or prior to the Restatement Date to any Lender in connection with this Agreement is true and correct in all material respects.
Section 3.11. *Compliance with Sanctions and Anti-Corruption
Laws*. No Borrower, Guarantor or any of their respective Subsidiaries, or, to the knowledge of any Borrower, any of their respective directors, officers, employees or any of their respective agents that will receive any economic benefit from
the credit facility established hereby, is a Person that is, or is 50% or more owned or controlled by Persons that are, the subject of Sanctions, including by being identified on a Sanctions List, or is located, organized or resident in a
Sanctioned Country. The Borrowers, the Guarantors and their respective Subsidiaries are in compliance in all material respects with all applicable Sanctions and with the Foreign Corrupt Practices
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Act of 1977, as amended (the “**FCPA**”), and all other applicable anti-corruption laws and anti-money
laundering laws and have instituted and maintain (or are subject to) policies and procedures reasonably designed to ensure compliance with applicable Sanctions, anti-corruption laws and anti-money laundering laws.
Article 4
Conditions
Section 4.01. *Effectiveness.* This Agreement shall
become effective on the date that each of the following conditions shall have been satisfied (or waived in accordance with Section 10.02):
(a) The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature
page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received written
opinions (addressed to the Administrative Agent and the Lenders party to this Agreement as of the Restatement Date and dated the Restatement Date) of each of Simpson Thacher & Bartlett LLP, counsel to the Loan Parties, Maples and Calder
(Cayman) LLP, special Cayman Islands counsel to KKR Group Partnership L.P., and Christopher Lee, general counsel for the Americas and Secretary of the general partner of the Borrower Representative, Secretary of the Guarantor, and Secretary of
the general partner of KKR Group Partnership L.P., in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Parties, the Loan Documents and the Transactions as the Administrative
Agent shall reasonably request. The Borrower Representative hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such
documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to such Loan
Party, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent, or, in each case, confirmation that such documentation or authorization has not been modified, waived or rescinded since
it was delivered in connection with the Existing Credit Agreement and remains in full force and effect on the Restatement Date.
(d) The Administrative Agent shall have received or shall
concurrently receive reasonably satisfactory evidence that the outstanding principal, interest and other amounts under the Existing Credit Agreement as of the Restatement Date shall have been paid in full.
(e) The Administrative Agent shall have received a
certificate, dated the Restatement Date and signed by an Authorized Officer of the Borrower Representative, confirming compliance with the conditions set forth in clauses ****(a) and ****(b) of ****Section 4.02.
(f) The Administrative Agent shall have received payment in
full of (i) fees due on the Restatement Date pursuant to the Fee Letter, and (ii) to the extent invoiced in reasonable detail at least three Business Days prior to the Restatement Date, reimbursement or payment of all out of pocket expenses
required to be reimbursed or paid by any Loan Party hereunder.
(g) The Lenders shall have received, to the extent requested
by the Lenders at least 10 days prior to the Restatement Date, on or before the date which is five Business Days prior to the Restatement Date, all documentation and other information with respect to the Loan Parties required by
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bank regulatory authorities under applicable “**know your customer**” and anti-money laundering rules
and regulations including the USA PATRIOT Act.
(h) To the extent the any Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, at least 10 days prior to the Restatement Date, any Lender that has requested, in a written notice to the Borrower Representative, a Beneficial Ownership Certification in relation to any
Borrower shall have received such Beneficial Ownership Certification.
The Administrative Agent shall notify the Borrower Representative and the Lenders of the
Restatement Date, and such notice shall be conclusive and binding. On the Restatement Date, the Existing Credit Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the Restatement Date
the rights and obligations of the parties hereto shall be governed by this Agreement; *provided* that the rights and obligations of the parties hereto with respect to the period prior to the Restatement Date shall continue to be governed by
the provisions of the Existing Credit Agreement. Credit Exposures outstanding under the Existing Credit Agreement on the Restatement Date shall be adjusted as set forth in Schedule 2.01 hereto.
Section 4.02. *Each Credit Event.* The obligation of
each Lender to make any Loan, and of each Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a) The representations and warranties of each Loan Party set
forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except where such representations and warranties
expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); *provided* that, any representation and warranty that is qualified as
to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.
(b) At the time of and immediately after giving effect to
such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.
(c) In the case of a Borrowing to be denominated in an
Alternative Currency, there shall not have occurred any significant change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the
Administrative Agent and the Required Lenders would make it impracticable for such Borrowing to be denominated in the relevant Alternative Currency.
Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit
shall be deemed to constitute a representation and warranty by the Borrowers, on the date thereof as to the matters specified in clauses (a) and (b) of this Section.
Article 5
Affirmative Covenants
Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees and any other amounts payable under the Loan Documents (other than Contingent Obligations) have been paid in full and all Letters of Credit have expired or been cancelled and all LC Disbursements have
been reimbursed, each of the Loan Parties covenants and agrees with the Lenders that:
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Section 5.01. *Financial Statements; Other Information.* The
Borrower Representative will furnish to the Administrative Agent:
(a) as soon as available and in any event on or before the
date that is five days after the date on which consolidated financial statements of the Public Company are required to be filed with the SEC (after giving effect to any permitted extensions; and if such consolidated financial statements are not
required to be filed with the SEC, on or before the date that is 120 days after the end of each fiscal year of the Public Company), (i) the consolidated statements of financial condition, operations, changes in equity and cash flows as of the end
of and for such year, in each case for the Public Company and (ii) management’s segment financial information as set forth in the consolidated financial statements and notes thereto of the Public Company, setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in each case, certified by independent certified public accountants of recognized national standing whose opinion shall not be
qualified as to the scope of audit or as to the status of the Public Company or any of the Material Subsidiaries (or group of Subsidiaries that together would constitute a Material Subsidiary) as a going concern (other than any exception,
explanatory paragraph or qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date under any Indebtedness occurring within one year from the time such opinion is delivered or (ii)
any potential inability to satisfy a financial maintenance covenant on a future date or in a future period);
(b) as soon as available and in any event on or before the
date that is five days after the date on which consolidated financial statements of the Public Company are required to be filed with the SEC with respect to each of the first three fiscal quarters (commencing with the fiscal quarter ending June
30, 2026) of each fiscal year of the Public Company (after giving effect to any permitted extensions; and if such consolidated financial statements are not required to be filed with the SEC, on or before the date that is 60 days after the end of
each of the first three fiscal quarters of each fiscal year of the Public Company), (i) the consolidated statements of financial condition, operations, changes in equity and cash flows as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year, in each case for the Public Company and (ii) management’s segment financial information as set forth in the consolidated financial statements and notes thereto of the Public Company, setting forth in each case
in comparative form the figures for the corresponding period or periods of the previous fiscal year;
(c) no later than the date that the financial statements or
other information is required to be delivered under clause ****(a) or ****(b) above, a duly completed Compliance Certificate of an Authorized Officer of the Borrower Representative (i) certifying as to whether a Default has occurred
and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with ****Section 6.05 and
(iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to in ****Section 3.04 and, if any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate; and
(d) promptly following any request therefor, (i) such other
information regarding the operations, business affairs and financial condition of any Loan Party Group Company, or compliance with the terms of any Loan Document, as the Administrative Agent (or the Administrative Agent on behalf of the Required
Lenders) may reasonably request and (ii) such other information reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and, as applicable, the
Beneficial Ownership Regulation (including any information that would result in a change to the list of beneficial owners identified in a Beneficial Ownership Certification).
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Documents required to be delivered pursuant to Section 5.01 (other
than Section 5.01(c)) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the earliest date on which (i) such documents are posted on the Public Company’s behalf on an Internet or intranet website, if
any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (ii) such financial statements and/or other documents are posted on the SEC’s EDGAR
website on the Internet; *provided* that the Borrower Representative shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents on any website described in this paragraph and upon request
by the Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (*i.e.*, soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies
of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.
Each Borrower hereby acknowledges that (a) the Administrative Agent
may make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “**Borrower Materials**”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “**Platform**”), so long as the access to such Platform (i) is limited to the Administrative Agent, the Lenders and assignees or prospective assignees and their respective advisors and (ii) remains subject to the
confidentiality requirements set forth in Section 10.12, and (b) certain of the Lenders may be “public-side” Lenders (*i.e.,* Lenders that do not wish to receive material non-public information with respect to the Loan Parties or
their securities) (each, a “**Public Lender**”). The Borrower Representative hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower Representative shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the
Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrowers or their respective securities for purposes of United States federal and state securities laws (*provided*, *however*,
that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated
“Public Investor;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding
the foregoing, the Borrower Representative shall be under no obligation to mark any Borrower Materials “PUBLIC.”
Section 5.02. *Notices of Material Events.* The
Borrower Representative will furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) prompt written notice of the following:
(a) the occurrence of any Default or Event of Default;
(b) the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or affecting any Loan Party Group Company that could reasonably be expected to be adversely determined and, if so determined, would reasonably be expected to result in a
Material Adverse Effect; and
(c) any other development that results in, or would
reasonably be expected to result in, a Material Adverse Effect.
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Each notice delivered under this Section shall be accompanied by a statement of the
Authorized Officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
Section 5.03. *Existence; Conduct of Business.* Each
Loan Party will, and will cause each of its Material Subsidiaries to, take all actions necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the
conduct of its business except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; *provided* that the foregoing shall not prohibit any merger, consolidation, liquidation, dissolution,
change in jurisdiction or conversion of organizational form permitted by Section 6.02.
Section 5.04. *Payment of Taxes.* Each Loan Party will
pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all tax obligations before the same shall become delinquent or in default and before penalties accrue thereon, except where (a) (i) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (ii) such Loan Party has set aside on its books adequate reserves with respect thereto (in the good faith judgment of the management of such Loan Party) in accordance with GAAP, and (iii)
such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to make payment pending such contest would not reasonably be expected to result in a Material
Adverse Effect.
Section 5.05. *Maintenance of Properties; Insurance.* Each
Loan Party will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent that the failure to
do so would not reasonably be expected to have a Material Adverse Effect and (b) maintain insurance in such amounts and against such risks as, in the good faith judgment of the management of such Loan Party, is reasonable and prudent to be
maintained by companies of the same size and nature of business operating in the same or similar locations and in light of the availability of insurance on a cost-effective basis except to the extent that the failure to do so would not reasonably
be expected to have a Material Adverse Effect.
Section 5.06. *Books and Records; Inspection Rights.* Each
Loan Party will, and will cause each of its Subsidiaries to, keep books of record and account with respect to its assets and business and will permit any representatives designated by the Administrative Agent or the Required Lenders, upon
reasonable prior notice, to visit and inspect its properties, to examine its books and records, and to discuss its affairs, finances and condition with its officers, all at such reasonable times and as often as reasonably requested; *provided* that (x) excluding any such visits and inspections during the continuation of an Event of Default, (i) only the Administrative Agent on behalf of the Required Lenders may exercise the rights of the Administrative Agent and the Lenders under this
Section and (ii) the Administrative Agent may not exercise such rights more than once in any calendar year, and (y) when an Event of Default exists, the Administrative Agent or any representative of the Required Lenders (or any of its respective
representatives or independent contractors) may do any of the foregoing at the expense of the applicable Loan Party Group Company at any time during normal business hours and upon reasonable advance notice. Notwithstanding anything to the
contrary in this Section 5.06, none of the Loan Party Group Companies will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter that (a) constitutes
non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or agents) is prohibited by law or any agreement binding on a
third party (not created in contemplation thereof) or (c) in any Loan Party Group Company’s reasonable judgment, would compromise any attorney-client privilege, privilege afforded to attorney work product or similar privilege, *provided* that
such Loan Party Group Company shall make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall make commercially
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reasonable efforts to disclose information responsive to the requests of the Administrative Agent, any
Lender or any of their respective representatives and agents, in a manner that will protect such privilege.
Section 5.07. *Compliance with Laws.* Each Loan Party
will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority (including, without limitation, Environmental Laws and applicable Sanctions and the FCPA and all other applicable
anti-corruption laws, and the rules and regulations promulgated thereunder) applicable to it or its property, except where failures to do so, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The
Borrowers, the Guarantors and their respective Subsidiaries will maintain (or remain subject to) policies and procedures reasonably designed to ensure compliance with applicable Sanctions and anti-corruption laws.
Section 5.08. *Use of Proceeds and Letters of Credit.* The
proceeds of the Loans and Letters of Credit will be used for general corporate purposes (including any transaction not prohibited by the Loan Documents); *provided* that no part of the proceeds of any Loan, and no Letter of Credit, will be
used, whether directly or indirectly, for any purpose that entails a violation of Regulation U or X of the Board.
Section 5.09. *Further Assurances*. If any Person
(i) becomes an Additional Group Partnership after the Restatement Date, the Borrower Representative will, within 60 days after such Person becomes an Additional Group Partnership (or such longer period of time as reasonably agreed by the
Administrative Agent) notify the Administrative Agent (on behalf of the Lenders) thereof and, with the approval of (x) the Administrative Agent acting at the direction of the Required Lenders (not to be unreasonably withheld or conditioned) for
any Additional Group Partnership organized under the laws of the United States or any state thereof or Cayman Islands and (y) the Administrative Agent and each Lender for any Additional Group Partnership organized in any foreign jurisdiction
other than Cayman Islands, upon request, deliver to the Lenders all documentation and other information with respect to such Additional Group Partnership required by bank regulatory authorities under applicable “know your customer” and anti-money
laundering rules and regulations including the USA PATRIOT Act and the Beneficial Ownership Regulation and cause such Additional Group Partnership to become a Borrower by delivering to the Administrative Agent a Loan Party Joinder Agreement
executed by such Additional Group Partnership and the Borrower Representative, and upon such delivery (and the delivery in connection therewith of written opinions of counsel and documents and certificates as the Administrative Agent may
reasonably require), such Additional Group Partnership shall for all purposes of this Agreement be a Borrower and a party to this Agreement or (ii) is required to be a Guarantor after the Restatement Date, the Borrower Representative will cause
such Person to become a Guarantor pursuant to the terms of Section 11.07. The Borrower Representative shall not be required to comply with this Section 5.09 in case the Administrative Agent acting at the direction of the Required Lenders or
each Lender, as the case may be, does not approve such Additional Group Partnership to become a Borrower under this Agreement. The Borrowers and Administrative Agent may, without the consent of any Lender effect such amendments to this Agreement
as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 5.09, including to reflect legal requirements and customary tax, withholding and other customary provisions, in each
case with respect to any Additional Group Partnership’s foreign jurisdiction of incorporation. This Section shall supersede any provision of Section 10.02 to the contrary.
Article 6
Negative Covenants
Until the Commitments have expired or terminated and the principal
of and interest on each Loan and all fees and any other amounts payable under the Loan Documents (other than Contingent Obligations) have been paid in full and all Letters of Credit have expired or been cancelled and all LC Disbursements have
been reimbursed, each of the Loan Parties covenants and agrees with the Lenders that:
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Section 6.01. *Liens.* The Loan Parties shall not
create, assume, incur or guarantee any Indebtedness for money borrowed that is secured by a Lien (other than Permitted Liens) on any voting stock or profit participating equity interests of their respective Subsidiaries (to the extent of their
ownership of such voting stock or profit participating equity interests) or any entity that succeeds (whether by merger, consolidation, sale of assets or otherwise) to all or any substantial part of the business of any of such Subsidiaries,
without providing that the Obligations hereunder (together with, if the Loan Parties shall so determine, any other Indebtedness of (including any Guarantee of Indebtedness by) the Loan Parties ranking equally with the Obligations and existing as
of the Restatement Date or thereafter incurred) will be secured equally and ratably with or prior to all other Indebtedness secured by such Lien on the voting stock or profit participating equity interests of any such entities. This Section 6.01
shall not limit the ability of the Loan Parties to incur Indebtedness or other obligations secured by Liens on assets other than the voting stock or profit participating equity interests of their respective Subsidiaries.
Section 6.02. *Fundamental Changes.* No Loan Party
shall be a party to a Substantially All Merger or participate in a Substantially All Sale, unless:
(i) such Loan Party is the surviving Person, the
Person formed by or surviving such Substantially All Merger or to which such Substantially All Sale has been made or resulting from a Substantially All Reorganization (the “**Successor Person**”) is organized under the laws of the United
States or any state thereof, Canada, Cayman Islands, Ireland, Luxembourg or any country in the United Kingdom (collectively, the “**Permitted Jurisdictions**”), and is either (x) an existing Loan Party or (y) has expressly assumed, by a Loan
Party Joinder Agreement, all of the obligations of such Loan Party under the Loan Documents;
(ii) immediately after giving effect to such
transaction, no Default or Event of Default has occurred and is continuing;
(iii) the Lenders shall have received all
documentation and other information with respect to the Successor Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act;
(iv) at least 10 days prior to the effective date of
the applicable Loan Party Joinder Agreement, any Lender that has requested, in a written notice to the Borrower Representative, a Beneficial Ownership Certification shall have received such Beneficial Ownership Certification; and
(v) such Loan Party shall have delivered to the
Administrative Agent a customary opinion of counsel with respect to the Successor Person and the Loan Party Joinder Agreement and a certificate on behalf of such Loan Party signed by one of its Authorized Officers stating that all conditions
provided in this ******Section 6.02 relating to such transaction have been satisfied.
Section 6.03. *Use of Proceeds; Sanctions; Anti-Corruption
Laws*. (a) No Borrower will use the proceeds of the Loans or Letters of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person which will use such proceeds, in each case
for the purpose of directly, or to its knowledge indirectly, funding activities or business (i) of or with any Person, that at the time of such funding is (A) the subject of Sanctions, including by being identified on a Sanctions List, (B) owned,
directly or indirectly, 50% or more by one or more Persons identified on a Sanctions List, or (C) located, organized or resident in a Sanctioned Country, (ii) in any country, that at the time of such funding, is a Sanctioned Country, in each case
of clauses (i) and (ii), in violation of applicable Sanctions or
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if such use of proceeds would be in violation of applicable Sanctions if conducted by a U.S. Person or (b)
in any other manner that would result in a violation of Sanctions by any Person participating in this Agreement.
(c) No part of the proceeds of the Loans will be used,
directly or indirectly, for the purpose of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of the FCPA or any other applicable anti-corruption law or
anti-money laundering law.
Section 6.04. *Fiscal Year.* The Public Company shall
not change its fiscal year-end from December 31.
Section 6.05. *Financial Covenants*.
(a) Fee Paying Assets Under Management, calculated on the
last day of any fiscal quarter, shall not be less than $195,000,000,000; and
(b) The Leverage Ratio, calculated on the last day of any
fiscal quarter shall not be greater than 4.0 to 1.0.
Article 7
Events of Default
If any of the following events (“**Events of Default**”) shall
occur:
(a) the Borrowers shall fail to pay any principal of any
Loan when the same shall become due and payable;
(b) the Borrowers shall fail to pay any interest on any Loan
or any fee, any reimbursement obligation in respect of any LC Disbursement or any other amount (other than an amount referred to in ****(a) of this Article) payable under any Loan Document, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of five days;
(c) any representation, warranty, or certification made or
deemed made by or on behalf of any Loan Party in any Loan Document or any certificate furnished pursuant to any Loan Document, shall prove to have been incorrect in any material respect when made or deemed made;
(d) the Borrowers shall fail to observe or perform any
covenant, condition or agreement contained in ****Section 5.02(a), ****5.03 (with respect to the existence of any Loan Party), ****5.08 or in ****Article 6;
(e) any Loan Party shall fail to observe or perform any
covenant, condition or agreement contained in any Loan Document (other than those specified in clause ****(a), ****(b) or ****(d) of this Article), and such failure shall continue unremedied for a period of 30 days after written
notice thereof from the Administrative Agent or the Required Lenders to the Borrower Representative;
(f) any Loan Party Group Company shall fail to make any
payment in respect of any Material Indebtedness (whether of principal or interest or, in the case of Swap Contracts, payment required as a result of termination events of such Swap Contracts and that is not otherwise being contested in good
faith), when the same shall become due and payable (after giving effect to all applicable grace period and delivery of all required notices, if any, provided in the instrument or agreement under which such Material
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Indebtedness was created), whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;
(g) any event or condition occurs (other than, with respect
to Indebtedness in respect of Swap Contracts, termination events (such as illegality, force majeure or tax events) or equivalent events that are not events of default pursuant to the terms of such Swap Contracts) (after giving effect to all
applicable grace period and delivery of all required notices) that results in any Material Indebtedness becoming due before its scheduled maturity or that enables or permits the holder or holders of such Material Indebtedness or any trustee or
agent on its or their behalf to cause Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, before its scheduled maturity; *provided* that this clause ****(g) shall not apply
to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of the casualty or condemnation event) of the property securing such Indebtedness;
(h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or Material Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or Material Subsidiary or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(i) any Loan Party or Material Subsidiary shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause ****(h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any Loan Party or Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;
(j) any Loan Party shall admit in writing its inability or
fail generally to pay its debts as they become due;
(k) one or more judgments for the payment of money in an
aggregate amount in excess of $250,000,000 (after giving effect to amounts payable by insurance) shall be rendered against any Loan Party or Material Subsidiary and shall remain undischarged for a period of 60 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any asset of any Loan Party or Material Subsidiary to enforce any such judgment;
(l) an ERISA Event shall have occurred that, when taken
together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;
(m) an International Plan shall fail to comply with applicable
local law, which, in the aggregate, would reasonably be expected to result in a Material Adverse Effect;
(n) a Change of Control shall occur; or
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(o) the Loan Party Guaranty shall at any time fail to
constitute a valid and binding agreement of (i) the Public Company or (ii) any other Guarantor party thereto (in the case of clause ****(ii), in any material respects) or any party shall so assert in writing;
then, and in every such event (other than an event with respect to any Borrower
described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may with the consent of the Required Lenders and shall, at the request of the Required Lenders, by notice
to the Borrower Representative, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately or (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with
accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are waived by each Borrower
to the extent permitted by applicable law; *provided*, *however*, that the Administrative Agent shall not be obligated to follow any direction by Required Lenders if Administrative Agent reasonably determines that such direction is in
conflict with any provisions of any applicable law, and the Administrative Agent shall not, under any circumstances, be liable to any Lenders, Issuing Banks, the Borrowers, the Guarantors or any other person or entity for following the direction
of Required Lenders. At all times, if the Administrative Agent acting at the direction of the Required Lenders advises the Lenders that it wishes to proceed in good faith with respect to any enforcement action, each of the Lenders will cooperate
in good faith with respect to such enforcement action and will not unreasonably delay the enforcement of the Loan Documents; and in case of any event with respect to any Borrower described in clause (h) or (i) of this Article, the Commitments
shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are waived by each Borrower to the extent permitted by applicable law.
Article 8
The Administrative Agent
Section 8.01. *Appointment and Authorization.* Each
Lender Party hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the
Loan Documents, together with such actions and powers as are reasonably incidental thereto.
Section 8.02. *Rights and Powers as a Lender.* The bank
serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the person serving as the Administrative Agent hereunder in its individual capacity. Such bank and its Affiliates may accept deposits from, lend money
to, act as financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, any Loan Party or Affiliate thereof as if it were not the Administrative Agent hereunder and without duty to account therefor
to the Lenders or the Issuing Banks.
Section 8.03. *Limited Parties and Responsibilities.* The
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent
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shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required in writing to exercise as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.02); *provided* that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability, if the Administrative Agent is not indemnified to its satisfaction, or that is contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any
duty to disclose, and shall not be liable for any failure to disclose, any information relating to any Loan Party that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it (x) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.02), (y) in the absence of its own gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) or (z) by reason of any occurrence beyond the control of the Administrative Agent
(including but not limited to any act or provision of any present or future law or regulation of any Governmental Authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the
unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with
any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in
any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The Administrative Agent will notify the Lenders and Issuing Banks of its receipt of any such notice. The Administrative Agent shall
take such action with respect to such default or event of default as may be directed by the Required Lenders in accordance with the terms of this Agreement; *provided*, *however* that unless and until the Administrative Agent has
received any such direction by Required Lenders, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to any such default or event of default as it shall deem advisable or
in the best interest of the Lenders and Issuing Banks. Nothing in this Agreement shall oblige the Administrative Agent to carry out any “know your customer”, Beneficial Ownership Regulation or other checks in relation to any person on behalf of
any Lender and each Lender confirms to the Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent.
In no event shall the Administrative Agent be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of its duties under the Loan Documents or in the exercise of any of its
rights or powers under this Agreement.
Section 8.04. *Authority to Rely on Certain Writings,
Statements and Advice.* The Administrative Agent shall be entitled to rely on, and shall not incur any liability for relying on, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to
be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely on any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for
relying thereon. In determining compliance with any condition to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, the Administrative Agent may presume that such condition is satisfactory to such Lender
or Issuing Bank unless the Administrative Agent receives notice to the contrary from such Lender or Issuing Bank prior to the making of such loan or the issuance of
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such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for a
Loan Party), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Section 8.05. *Sub-Agents and Related Parties.* The
Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise
its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding Sections of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
Section 8.06. *Resignation; Successor Administrative Agent.* (a) Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower Representative. Upon
any such resignation, the Required Lenders shall have the right, in consultation with the Borrower Representative, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall
be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower Representative to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed by the Borrower Representative and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting
as Administrative Agent.
(b) Notwithstanding clause ****(a) above, any entity
into which the Administrative Agent in its individual capacity may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Administrative Agent in its
individual capacity shall be a party, or any corporation to which substantially all of the corporate trust business of the Administrative Agent in its individual capacity may be transferred, shall succeed the Administrative Agent and assume the
obligations of the Administrative Agent, without any further action; *provided* that the Administrative Agent shall notify the Borrower Representative and the Lenders of such merger, conversion, consolidation or transfer.
(c) Notwithstanding paragraph (a) of this Section, in the
event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give
notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower Representative, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; *provided* that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other
communications required or contemplated to be given or made to the Administrative
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Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of
the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 10.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in
effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as
Administrative Agent.
Section 8.07. *Credit Decisions by Lenders.* Each
Lender acknowledges that it has, independently and without reliance on the Administrative Agent, the Arranger or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance on the Administrative Agent, the Arranger or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based on this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.
Section 8.08. *Arranger.* The Arranger shall have no
duty or obligation whatsoever under this Agreement.
Section 8.09. *Withholding Taxes*. To the extent
required by any applicable law, the Administrative Agent shall be entitled to deduct withholding from any payment to any Lender as required under applicable law and shall have no obligation to gross-up any payment hereunder or to pay any
additional amount as a result of such withholding. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any
Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax
ineffective or for any other reason, or if Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding Tax from such payment, such Lender shall indemnify
the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs
and out-of-pocket expenses) incurred.
Section 8.10. *Administrative Agent May File Proofs of
Claim*. In case of any bankruptcy or other insolvency proceeding involving any Loan Party (a, “**Bankruptcy Proceeding**”), the Administrative Agent shall be entitled but not obligated to intervene in such Bankruptcy Proceeding to (a)
file and prove a claim for the whole amount of principal, interest and unpaid fees in respect of the Loans, issued Letters of Credit and all other Obligations that are owing and unpaid under the terms of this Agreement and other Loan Documents
and to file such documents as may be necessary or advisable in order to have the claims of the Lenders, Issuing Banks and Administrative Agent (including any claim for reasonable compensation, expenses, disbursements and advances of any of the
foregoing entities and their respective agents, counsel and other advisors) allowed in such Bankruptcy Proceedings; and (b) to collect and receive any monies or other property payable or deliverable on account of any such claims and to distribute
the same to the Lenders and Issuing Banks under the terms of this Agreement. Further, any custodian, receiver, assignee, trustee, liquidator or similar official in any such Bankruptcy Proceeding is (i) authorized to make payments or distributions
in a Bankruptcy Proceeding directly to the Administrative Agent on behalf of all of the Lenders or Issuing Banks to whom any amounts are owed under this Agreement and other loan documents, unless the Administrative Agent expressly consents in
writing to the making of such payments or distributions directly to such Lenders and Issuing Banks; and (ii) required to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent
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and its agents and counsel, and any other amounts due the Administrative Agent under this Agreement and
other loan documents.
Section 8.11. *Erroneous Payments.*
(a) If the Administrative Agent (x) notifies a Lender or
Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other recipient (and each of their respective successors and assigns), a “**Payment Recipient**”) that the
Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment
Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank or other
Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “**Erroneous Payment**”) and (y)
demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.11
and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no
event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof)
as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such
Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
(b) Without limiting immediately preceding clause (a),
each Lender, Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a
payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this
Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment,
prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or other such recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part),
then in each such case:
(i) it acknowledges and agrees that (A) in the
case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of
immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii) such Lender or Issuing Bank shall use
commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on
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its respective behalf to) promptly (and, in all events, within one (1) Business Day of its
knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable
detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.11(b).
For the avoidance of doubt, the failure to deliver a notice to the
Administrative Agent pursuant to this Section 8.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.11(a) or on whether or not an Erroneous Payment has been made.
(c) Each Lender or Issuing Bank hereby authorizes the
Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Issuing Bank under
any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under the preceding clause (a).
(d) (i) In the event that an Erroneous Payment (or portion
thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with the preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment
Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “**Erroneous Payment Return Deficiency**”), upon the Administrative Agent’s notice to such Lender at any time, then
effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments ) of the relevant Class with respect to which such Erroneous
Payment was made (the “**Erroneous Payment Impacted Class**”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of
the Erroneous Payment Impacted Class, the “**Erroneous Payment Deficiency Assignment**”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative
Agent in such instance)), and is hereby (together with the Borrowers) deemed to execute and deliver an Assignment (or, to the extent applicable, an agreement incorporating an Assignment by reference pursuant to the Platform as to which the
Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrowers or the Administrative Agent (but the failure of
such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such
deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable,
hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such
assigning Lender, (D) the Administrative Agent and the Borrowers shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in
the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall
remain available in accordance with the terms of this Agreement.
(ii) Subject to Section 10.04, the Administrative
Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt
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of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable
Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on
its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal
and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative
Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.
(e) The parties hereto agree that (x) irrespective of whether
the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the
Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Issuing Bank, to the rights and interests of such Lender
or Issuing Bank, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment
Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party; provided that this Section 8.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating
the due date for), the Obligations of the Borrowers relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that
for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the
Administrative Agent from the Borrowers for the purpose of making such Erroneous Payment.
(f) To the extent permitted by applicable law, no Payment
Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the
Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.
(g) Each party’s obligations, agreements and waivers under
this Section 8.11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment,
satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
(h) Notwithstanding anything to the contrary herein or in any
other Loan Document, except as set forth in clause (y) of Section 8.11(a) or in Section 8.11(e), (x) none of the Borrowers, the Guarantors or any Subsidiary of any Loan Party has acquired or incurred (or will acquire or incur) any obligations
under this Section 8.11, (y) the obligations of Borrowers, the Guarantors or any Subsidiary of any Loan Party shall not be affected by this Section 8.11 and (z) this Section 8.11 shall solely be an agreement among the Administrative Agent and the
Lenders.
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Article 9
Multiple Borrowers
Section 9.01. *Joint and Several.* Each Borrower agrees
that the representations and warranties made by, and the liabilities, obligations and covenants of and applicable to, any and all of the Borrowers under this Agreement, shall be in every case (whether or not specifically so stated in each such
case herein) joint and several in all circumstances; *provided* that the maximum liability of each Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be incurred by such Borrower under
applicable laws relating to the insolvency of debtors. Each Borrower accepts, as co-debtor and not merely as surety, such joint and several liability with the other Borrowers and hereby waives any and all suretyship defenses that it might
otherwise have hereunder. If and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each
such event the other Borrowers will make such payment with respect to, or perform, such Obligation. Without limiting the generality of the foregoing, each Borrower agrees that the obligations of such Borrower hereunder and under the other Loan
Documents shall be enforceable against such Borrower notwithstanding that this Agreement or any other Loan Document may be unenforceable in any respect against any other Borrower or that any other Borrower may have commenced bankruptcy,
reorganization, liquidation or similar proceedings.
Section 9.02. *No Subrogation*. Notwithstanding any
payment or payments made by any of the Borrowers hereunder or any set-off or application of funds of any of the Borrowers by any Lender, the Borrowers shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any
Lender against any Borrower or any Guarantor or other guarantor or any collateral security or guaranty or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Borrowers seek or be
entitled to seek any contribution or reimbursement from any Borrower or any Guarantor or other guarantor in respect of payments made by any Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrowers
on account of the Obligations (other than Contingent Obligations) are paid in full and the Commitments are terminated. If any amount shall be paid to any Borrower on account of such subrogation or contribution rights at any time when all of the
Obligations shall not have been paid in full or the Commitments shall not have been terminated, such amount shall be held by such Borrower in trust for the Administrative Agent and the Lenders, segregated from other funds of such Borrower, and
shall, promptly upon receipt by such Borrower, be turned over to the Administrative Agent in the exact form received by such Borrower (duly indorsed by such Borrower to the Administrative Agent, if required), to be applied against the
Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.
Section 9.03. *Full Knowledge*. Each Borrower
acknowledges, represents and warrants that such Borrower has had a full and adequate opportunity to review the Loan Documents. Each Borrower represents and warrants that such Borrower fully understands the remedies the Administrative Agent (on
behalf of the Lenders) may pursue against such Borrower and each other Borrower in the event of a default under the Loan Documents and such Borrower’s and each other Borrower’s financial condition and ability to perform under the Loan Documents.
Each Borrower agrees to keep itself fully informed regarding all aspects of such Borrower’s and each other Borrower’s financial condition and the performance of such Borrower’s and each other Borrower’s obligations under this Agreement and the
other Loan Documents. Each Borrower agrees that neither the Administrative Agent nor any Lender has any duty, whether now or in the future, to disclose to any Borrower any information pertaining to such Borrower, any other Borrower, any Guarantor
or other guarantor or any collateral security or guaranty.
Section 9.04. *Reinstatement*. Each Borrower’s
obligations hereunder shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the
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Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any
Lender upon the insolvency, bankruptcy, administration, dissolution, liquidation or reorganization of any Borrower or any Guarantor or other guarantor, or upon or as a result of the appointment of a receiver, administrative receiver,
administrator, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or other guarantor or any substantial part of the property of such Borrower, Guarantor or other guarantor, or otherwise, all as though
such payments had not been made.
Section 9.05. *Borrower Representative.* Each Loan
Party and, if applicable, the general partners (or general partners of those general partners, as the case may be) of such Loan Party, hereby designates Kohlberg Kravis Roberts & Co. L.P. as its representative and agent (in such capacity, the
“**Borrower Representative**”) for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports,
requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, any Issuing Bank, the Swingline Lender or any
Lender. Kohlberg Kravis Roberts & Co. L.P. hereby accepts such appointment as Borrower Representative. The Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders shall be entitled to rely upon, and shall be fully
protected in relying upon, any notice or communication (including any notice of borrowing) delivered by the Borrower Representative on behalf of any Borrower. The Administrative Agent, the Issuing Banks, the Swingline Lender and the Lenders may
give any notice or communication with a Borrower hereunder to the Borrower Representative on behalf of such Borrower. Each of the Administrative Agent, Issuing Banks, the Swingline Lender and the Lenders shall have the right, in its discretion,
to deal exclusively with the Borrower Representative for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Borrower
Representative shall be binding upon and enforceable against it.
Article 10
Miscellaneous
Section 10.01. *Notices.* (a) Unless otherwise expressly
provided herein, all notices and other communications provided for herein or under any other Loan Document shall be in writing (including by facsimile transmission) and shall be delivered by hand or overnight courier service, mailed by certified
or registered mail, sent by telecopy or sent by electronic mail, as follows:
(i) If to any Loan Party, to it in care of the
Borrower Representative at 30 Hudson Yards, New York, New York 10001 (Email: [***]; Attention: Treasurer); *provided* that a copy of all such notices and other communications shall be delivered to Borrower Representative at 30 Hudson Yards,
New York, New York 10001 (Email: [***]; Attention: General Counsel).
(ii) If to the Administrative Agent, to HSBC Bank
USA, National Association, Corporate Trust and Loan Agency, 66 Hudson Boulevard East, New York, New York 10001, Attention of Corporate Trust and Loan Agency (Telecopy No. [***]; Electronic Mail Address: [***], [***]).
(iii) If to HSBC Bank USA, National Association, in
its capacity as the Issuing Bank, to HSBC Bank USA, National Association, 66 Hudson Boulevard East, New York, New York 10001, Attention of Global Trade and Receivable Finance (Telecopy No. [***]; Electronic Mail Address: [***], [***], [***]).
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(iv) If to the Swingline Lender, to HSBC Bank USA,
National Association, 66 Hudson Boulevard East, New York, New York 10001, Attention of Corporate Trust and Loan Agency (Telecopy No. [***]; Electronic Mail Address: [***], [***]).
(v) If to any other Lender, to it at its address
(or telecopy number or electronic mail address) set forth in its Administrative Questionnaire.
(b) Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; *provided* that the foregoing shall not apply to notices pursuant to ****Article 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it or in its care hereunder by electronic communications pursuant to procedures
approved by it; *provided* that approval of such procedures may be limited to particular notices or communications.
(c) Any party hereto may change its address, telecopy number
or electronic mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to
have been given on the date of receipt, which shall be deemed to occur in the case of courier service, mail, telecopy or electronic mail as follows:
(i) if by way of courier service or mail, when it
has been received at the relevant address in an envelope addressed to such party at that address; or
(ii) if by way of telecopy, when received in
legible form;
(iii) if by way of electronic mail, when received;
and, if a particular department or officer is specified as part of its address
details provided pursuant to this Section, if addressed to that department or officer; *provided* that (x) any communication to be made or delivered to the Administrative Agent will be effective only when actually received by the
Administrative Agent and then only if it is expressly marked for the attention of the department or officer specified by the Administrative Agent for this purpose, and (y) it is understood that any communication made or delivered to the Borrower
Representative in accordance with this Section will be deemed to have been made or delivered to each of the Loan Parties.
Section 10.02. *Waivers; Amendments.* (a) No failure or
delay by any Lender Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lender Parties under the Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 10.02(b),
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.
(b) Subject to Section 2.13 and Section 5.09, no Loan
Document or provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower Representative and the Required Lenders or by the Borrower Representative and the
Administrative Agent with the consent of the Required Lenders; *provided* that no such agreement shall
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(i) increase the Commitment without the written
consent of each Lender directly and adversely affected thereby,
(ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fee payable hereunder, without the written consent of each Lender Party directly and adversely affected thereby,
(iii) postpone the scheduled date of payment of the
principal amount of any Loan or LC Disbursement, or any date for the payment of any interest or any fee payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender Party directly and adversely affected thereby,
(iv) change ******Section 2.17(b) or ******(c)
in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly and adversely affected thereby,
(v) change any provision of this Section or the
definition of “**Required Lenders**” or any other provision of any Loan Document specifying the number or percentage of Lenders required to take any action thereunder, without the written consent of each Lender,
(vi) release all or substantially all of the
Guarantors from the Loan Party Guaranty (except as expressly provided hereunder or under such Loan Document), or limit the liability of all or substantially all of the Guarantors in respect thereof, without the written consent of each Lender, or
(vii) amend ******Section 1.06 or the
definition of “**Alternative Currency**” without the written consent of each Lender;
*provided*, *further* that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be.
Notwithstanding the foregoing, in addition to any credit extensions
and related Lender Joinder Agreement(s) effectuated without the consent of Lenders in accordance with Section 2.21 or Section 2.22, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower Representative (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in
respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and other definitions related to such new Loans.
Notwithstanding anything in this Agreement (including, without
limitation, this Section 10.02) or any other Loan Document to the contrary, (i) this Agreement and the other Loan Documents may be amended to effect an incremental facility pursuant to Section 2.21 or extension facility pursuant to Section
2.22 (and the Administrative Agent and the Borrower Representative may effect such amendments to this Agreement and the other Loan Documents without the consent of any other party as may be necessary or appropriate, in the reasonable opinion of
the Administrative Agent and the Borrower Representative, to effect the terms of any such incremental facility or extension facility), (ii) this Agreement may be amended in accordance with Section 5.09 and (iii) any provision of this Agreement or
any other Loan Document may
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be amended by an agreement in writing entered into by the Borrower Representative and the Administrative
Agent, in accordance with the procedures described below in this clause to (x) cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined by the Administrative Agent and the Borrower Representative) and (y) effect
administrative changes of a technical or immaterial nature (including to effect changes to the terms and conditions applicable solely to an Issuing Bank in respect of issuances of Letters of Credit) and such amendment shall be deemed approved by
the Lenders if the Lenders shall have received at least five Business Days’ prior written notice of such change and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written
notice from the Required Lenders stating that the Required Lenders object to such amendment.
Section 10.03. *Expenses; Indemnity; Damage Waiver.* (a)
The Borrowers shall, on a joint and several basis, pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents and any amendments, supplements, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by any Lender Party, including the fees, charges and disbursements of any counsel for any Lender Party (which shall be
limited to one counsel for all Lender Parties, except (x) solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower Representative of any existence of such conflict, one
additional counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and (y) to the extent that the Administrative Agent notifies the Borrower Representative of the need for specialized
legal skills and thereafter, after receipt of the consent of the Borrower Representative (which consent shall not be unreasonably withheld or delayed) has retained its own counsel), in connection with the enforcement or protection of its rights
in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.
(b) The Borrowers shall, on a joint and several basis,
indemnify each of the Lender Parties, and their respective Related Parties (without duplication) (each such Person being called an “**Indemnitee**”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities (including Environmental Liabilities) and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee (which shall be limited to one counsel for all Indemnitees), except
(x) solely in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict notifies the Borrower Representative of any existence of such conflict, one additional counsel in each relevant jurisdiction
(which may include a single special counsel acting in multiple jurisdictions and (y) to the extent that the Indemnitee notifies the Borrower Representative of the need for specialized legal skills and thereafter, after receipt of the consent of
the Borrower Representative (which consent shall not be unreasonably withheld or delayed) has retained its own counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or
delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee or any Loan Party is a party thereto or
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whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or any
other Person; *provided* that such indemnity shall not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from such Indemnitee’s or any of its Related Parties’ bad faith, gross negligence or willful misconduct or from a material breach of the obligations of such Indemnitee or any of its Related Parties under
the Credit Agreement or (y) arise out of, or in connection with, any actual or threatened litigation, investigation or proceeding that does not involve an act or omission by the any Loan Party or any of its Affiliates and that is brought by one
Indemnitee against another Indemnitee.
(c) To the extent that the Borrowers fail to pay any amount
required to be paid by it to the Administrative Agent, the Issuing Banks or the Swingline Lender under ****Section 10.03(a) or (b), each Lender severally agrees to pay to the Administrative Agent, the Issuing Banks or the Swingline Lender,
as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; *provided* that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Banks or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “**pro rata share**”
shall be determined based on its share of the sum of the total Credit Exposures and unused Commitments at the time.
(d) To the extent permitted by applicable law, no Loan Party
shall assert, and hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), the Arranger, any Lender and any Issuing Bank, and any Related Party of any of the foregoing Persons (each such Person being called a “**Protected
Person**”) on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; *provided* that nothing contained in this ****Section 10.03(d) shall limit any Borrower’s
obligations to indemnify an Indemnitee as provided in Section 10.03(b) with respect to claims asserted against such Indemnitee by a third party. No Protected Person shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby, except to the extent that such damages are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such Protected Person or any of its Related Parties’ willful misconduct or gross
negligence.
(e) Each Indemnitee shall provide prompt notice of any claim; *provided* that the failure to give such notice shall not affect any Indemnitee’s rights to indemnity under this ****Section 10.03. All amounts due under this Section shall be payable within 30 days after written demand therefor; *provided*, *however*, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final judicial determination that such Indemnitee was not entitled to indemnification with respect to such
payment pursuant to this ****Section 10.03.
(f) The Borrower Representative is entitled to assume and
control the defense and settlement of any claim so long as the Borrowers confirm their obligation to indemnify such Indemnitee in accordance with this ****Section 10.03. No such Indemnitee may settle a claim without the prior written consent
of the Borrower Representative, which may not be unreasonably withheld or delayed; *provided* that without the prior written consent of an Indemnitee (which consent shall not be unreasonably withheld or delayed), the Borrower Representative
shall not effect any settlement of any pending or threatened proceeding against an Indemnitee in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such settlement includes an unconditional release of such
Indemnitee from all liability
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or claims that are the subject matter of such proceeding and (ii) such settlement does not include any
statement as to any admission of fault, culpability, wrongdoing or failure to act by such Indemnitee.
(g) This ****Section 10.03 shall not apply with respect
to Taxes, other than any Taxes that represent losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, expenses or disbursements arising from any non-Tax claim.
Section 10.04. *Successors and Assigns.* (a) The
provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except
that (i) except as permitted under Section 6.02, no Borrower or Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by
any Borrower or Guarantor without such consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the
extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of the Lender Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) (i) Subject to the conditions set forth in paragraph
(b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent
of:
(A) the Borrower Representative (such consent not to be
unreasonably withheld or delayed if the assignee is a bank or other depositary institution), *provided* that no consent of the Borrower Representative shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default under Article 7(a), (b), (h) or (i) has occurred and is continuing, any other assignee, unless, in each case, such assignment is to an Alternative Asset Investment Firm, in which case such assignment shall
require the consent of the Borrower Representative in its sole discretion;
(B) the Administrative Agent (such consent not to be
unreasonably withheld or delayed), *provided* that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender with a Commitment immediately prior to giving effect to such
assignment;
(C) the Issuing Bank (such consent not to be
unreasonably withheld or delayed); and
(D) the Swingline Lender (such consent not to be
unreasonably withheld or delayed).
Notwithstanding the foregoing, no such assignment shall be made to a
natural Person, to any Borrower or any Affiliate of any Borrower or Defaulting Lender.
(ii) Assignments shall be subject to the following
additional conditions:
(A) except in the case of an assignment to a Lender or
an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender
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subject to each such assignment (determined as of the date the Assignment with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 unless each of the Borrower Representative and the Administrative Agent otherwise consent, *provided* that no such consent of the Borrower
Representative shall be required if an Event of Default under Section 7(a), (b), (h) or (i) has occurred and is continuing;
(B) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;
(C) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment, together with a processing and recordation fee of $3,500;
(D) the assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent tax forms required pursuant to Section 2.16(d) and a completed Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may
contain material non-public information about the Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and
applicable laws, including federal and state securities laws; and
(E) the Administrative Agent shall not be obligated to
consent to an assignment hereunder until it is satisfied it has complied with all necessary “know your customer”, Beneficial Ownership Regulation or other similar checks under all applicable laws and regulations in relation to the assignment to
the assignee, and an assignment will only be effective after performance by the Administrative Agent of all “know your customer”, Beneficial Ownership Regulation or other checks relating to any Person that it is required to carry out in relation
to such assignment, the completion of which the Administrative Agent shall promptly notify to the assigning Lender and the assignee.
For the purposes of this Section 10.04(b), the term “**Approved
Fund**” has the following meaning:
“**Approved Fund**” means any Person (other than a natural
person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.
(iii) Subject to acceptance and recording thereof
pursuant to subsection (b)(iv) of this Section, from and after the effective date specified in each Assignment the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment, be released from its obligations under this Agreement (and, in the case of an Assignment covering
all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections ******2.14, ******2.15, ******2.16
and ******10.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection ******(c) of this Section.
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(iv) The Administrative Agent, acting for this
purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal
amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “**Register**”). The entries in the Register shall be conclusive, absent manifest error, and the parties hereto may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any party hereto, at any
reasonable time and from time to time upon reasonable prior notice.
(v) Upon its receipt of a duly completed Assignment
executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire and applicable tax forms (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in
subsection (b)(ii)(C) of this Section and any written consent to such assignment required by subsection ******(b) of this Section, the Administrative Agent shall accept such Assignment and record the information contained therein in the
Register; *provided* that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to ******Section 2.04(c), ******2.05(d) or ******(e), ******2.06(b), ******2.17(d) or ******10.03(b), the Administrative Agent shall have no obligation to accept such Assignment and record the information therein in the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this subsection.
(c) (i) Any Lender may, without the consent of any Loan Party
or other Lender Party, sell participations to one or more banks or other entities (other than a natural Person, any Borrower or any Affiliate or Subsidiary of any Borrower) (a “**Participant**”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); *provided* that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers and the other Lender Parties shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver
of any provision of the Loan Documents; *provided* that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first
proviso to ****Section 10.02(b) that affects such Participant. Subject to subsection (c)(ii) of this Section, each Borrower agrees that each Participant shall be entitled to the benefits of Sections ****2.14, ****2.15 and ****2.16
(subject to the requirements and limitations therein, including the requirements under Section 2.16(d) (it being understood that the documentation required under Section 2.16(d) shall be delivered to the participating Lender)) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to subsection ****(b) of this Section. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “**Participant Register**”); *provided* that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any
Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, each Loan Party and the Administrative Agent shall
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treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the
owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
(ii) A Participant shall not be entitled to receive
any greater payment under ******Section 2.14 or ******Section 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (except to the extent that such
entitlement to receive greater payments results from a Change in Law that occurs after the Participant acquired the applicable participation), unless the sale of the participation to such Participant is made with the Borrower Representative’s
prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of ******Section 2.16 unless the Borrower Representative is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to comply with ******Section 2.16(d) as though it were a Lender.
(d) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having
jurisdiction over such Lender, and this Section shall not apply to any such pledge or assignment of a security interest; *provided* that no such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
Section 10.05. *Survival.* All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to the Loan Documents shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that any Lender Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as any principal of or accrued
interest on any Loan or any fee or any other amount payable under the Loan Documents (other than Contingent Obligations) is outstanding and unpaid or any Letter of Credit is outstanding or any Commitment has not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16 and 10.03 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.
Section 10.06. *Counterparts; Integration; Effectiveness.* This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execute”, “execution,” “signed,” “signature,”
“delivery” and words of like import in or related to this Agreement or any document, amendment, approval, consent, waiver, modification, information, notice, certificate, report, statement, disclosure, or authorization to be signed or delivered
in connection with this Agreement or the transactions contemplated hereby (including without limitation Assignments, amendments or other
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modifications, Borrowing Requests, waivers and consents) shall be deemed to include Electronic Signatures
(as defined below) or execution in the form of an Electronic Record (as defined below), and contract formations on electronic platforms approved by the Administrative Agent, deliveries or the keeping of records in electronic form, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each party hereto agrees that any Electronic
Signature or execution in the form of an Electronic Record shall be valid and binding on itself and each of the other parties hereto to the same extent as a manual, original signature. For the avoidance of doubt, the authorization under this
paragraph may include, without limitation, use or acceptance by the parties of a manually signed paper which has been converted into electronic form (such as scanned into PDF format), or an electronically signed paper converted into another
format, for transmission, delivery and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed
to by the Administrative Agent pursuant to procedures approved by it; provided that without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature from any party hereto, the
Administrative Agent and the other parties hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the executing party without further verification and (b) upon the request of the Administrative
Agent or any Lender, any Electronic Signature shall be promptly followed by an original manually executed counterpart thereof. Without limiting the generality of the foregoing, each party hereto hereby (i) agrees that, for all purposes, including
without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and any of the Loan Parties, electronic images of this Agreement
(including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the validity or enforceability of this
Agreement based solely on the lack of paper original copies of this Agreement, including with respect to any signature pages thereto. As used herein, each of “Electronic Signature” and “Electronic Record” has the meaning assigned to such term in,
and shall be interpreted in accordance with, 15 U.S.C. 7006.
Section 10.07. *Severability.* If any provision of any
Loan Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity,
illegality or unenforceability, (ii) the other provisions of the Loan Documents shall remain in full force and effect in such jurisdiction and (iii) the invalidity, illegality or unenforceability of any such provision in any jurisdiction shall
not affect the validity, legality or enforceability of such provision in any other jurisdiction.
Section 10.08. *Right of Setoff.* If an Event of Default
shall have occurred and be continuing, each Lender Party and each Affiliate of the Administrative Agent is authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender Party or Affiliate of the Administrative Agent to or for the credit or the account of a Loan Party against any of and all the
obligations of a Loan Party now or hereafter existing under this Agreement held by such Lender Party, irrespective of whether or not such Lender Party shall have made any demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender Party under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender Party may have. Each Lender Party agrees promptly to notify the Loan Parties and the
Administrative Agent after any such set-off and application made by such Lender Party or Affiliate of the Administrative Agent; *provided* that the failure to give such notice shall not affect the validity of such set-off and application.
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Section 10.09. *Governing Law; Jurisdiction; Consent to
Service of Process.* (a) This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York.
(b) Each party hereto irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of any court of the State of New York and of any Federal court, in each case located in the Borough of Manhattan in connection with any action or proceeding (whether in tort,
contract, law or equity) arising out of or relating to any Loan Document, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding (whether in tort, contract, law or equity) shall be
heard and determined in such New York State or, to the extent permitted by law, in such Federal court.
(c) Each party hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Loan Document in any court referred to ****in
Section 10.09(b). Each party hereto irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.
(d) Each party hereto irrevocably consents to service of
process in the manner provided for notices in ****Section 10.01. Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
Each Loan Party irrevocably appoints the Borrower Representative
(the “**Process Agent**”) as its agent to receive on behalf of such Loan Party and its properties service of copies of the summon and complaint and any other process which may be served in any such action or proceeding. Such service may be
made by mailing or delivering a copy of such process to such Loan Party in care of the Process Agent at the Process Agent’s above address, and each such Loan Party hereby irrevocably authorizes and directs the Process Agent to accept such service
on its behalf.
Section 10.10. *Waiver of Jury Trial.* EACH PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR ANY TRANSACTION
CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.
Section 10.11. *Headings.* Article and Section headings
and the Table of Contents herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Section 10.12. *Confidentiality.* (a) Each Lender Party
agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel, other advisors
and any sub-agent appointed pursuant to Section 8.05 (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such
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Information confidential), (ii) to the extent requested by any regulatory authority (in which case such
Lender Party agrees (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory authority), to the extent
practicable and not prohibited by applicable law, rule or regulation, to inform the Borrower Representative promptly thereof prior to disclosure), (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal
process (in which case such Lender Party agrees (except with respect to any routine or ordinary course audit or examination conducted by bank accountants or any governmental or bank regulatory authority exercising examination or regulatory
authority), to the extent practicable and not prohibited by applicable law, rule or regulation, to inform the Borrower Representative promptly thereof prior to disclosure), (iv) to any other party to this Agreement, (v) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to any Loan Document or the enforcement of any right thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to
(x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction
or significant risk transfer related transaction relating to any Loan Party and its obligations, *provided* that (i) the disclosure of any such Information to any assignee or Participant, or any prospective assignee or Participant, or any
actual or prospective counterparty (or its advisors) referred to above shall only be made after the acknowledgment and acceptance by such assignee, Participant, prospective assignee or Participant, or any actual or prospective counterparty (or
its advisors) that such Information is being disseminated on a confidential basis (on substantially the terms set forth in this Section 10.12 or confidentiality provisions at least as restrictive as those set forth in this Section 10.12), in
each case for the benefit of the Loan Parties, in accordance with the standard syndication processes of such Lender Party or customary market standards for dissemination of such type of information, which shall in any event require “click
through” or other affirmative actions on the part of recipient to access such Information, (vii) with the consent of the Borrower Representative, (viii) to the extent such Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to any Lender Party on a nonconfidential basis from a third party that is not, to such Lender Party’s knowledge, subject to confidentiality obligations owing to the Borrowers, (ix) to market data
collectors and, subject to their agreement to preserve the confidentiality of this Agreement, similar service providers to the lending industry and service providers to any Lender Party in connection with the administration of this Agreement, the
other Loan Documents and the Commitments or (x) to the extent required by a potential or actual insurer or reinsurer in connection with providing insurance, reinsurance or credit risk mitigation coverage under which payments are to be made or may
be made by reference to this Agreement. For the purposes of this Section, “**Information**” means all information received from the Loan Parties relating to the Loan Parties or their business, other than any such information that is available
to any Lender Party on a nonconfidential basis prior to disclosure by the Loan Parties. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
For the avoidance of doubt, nothing in
this Section 10.12(a) shall prohibit any individual from communicating or disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or self-regulatory authority (any such entity, a “Regulatory
Authority”) pursuant to any “whistleblowing” or other similar program of such Regulatory Authority to the extent that any such prohibition on disclosure set forth in this Section 10.12(a) shall be prohibited by the laws or regulations
applicable to such Regulatory Authority.
(b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN
SECTION 10.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS AND THEIR
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RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES
REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND
AMENDMENTS, FURNISHED BY THE LOAN PARTIES OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS AND
THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER REPRESENTATIVE AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.
Section 10.13. *Interest Rate Limitation.* Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “**Charges**”), shall
exceed the maximum lawful rate (the “**Maximum Rate**”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan
hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Effective Rate to the date of payment, shall have been received by such Lender.
Notwithstanding the foregoing, and after giving effect to all
adjustments contemplated thereby, if any Lender shall have received from the Borrowers an amount in excess of the maximum permitted by any applicable law, rule or regulation, then the Borrowers shall be entitled, by notice in writing to the
Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrowers.
Section 10.14. *USA PATRIOT Act*. Each Lender that is
subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record
information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in
accordance with the USA PATRIOT Act and Beneficial Ownership Regulation.
Section 10.15. *Judgment Currency.* (a) The Borrowers’
obligations hereunder and under the other Loan Documents to make payments in a specified currency (the “**Obligation Currency**”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted
into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or a Lender or an Issuing Bank of the full amount of the Obligation Currency
expressed to be payable to the Administrative Agent or such Lender or such Issuing Bank under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any
jurisdiction, it becomes necessary to
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convert into or from any currency other than the Obligation Currency (such other currency being hereinafter
referred to as the “**Judgment Currency**”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange at which in accordance with normal banking procedures the Administrative Agent could purchase the first
currency with such other currency on the Business Day preceding that on which final judgment is given (such Business Day being hereinafter referred to as the “**Judgment Currency Conversion Date**”).
(b) If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrowers covenant and agree to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be
necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of
Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.
(c) For purposes of determining any rate of exchange or
currency equivalent for this Section, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.
Section 10.16. *No Fiduciary Duty*. The Administrative
Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “**Lenders**”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan
Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or
its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its
stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising
or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and
not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate
and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or
respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.
Section 10.17. *Acknowledgment And Consent To Bail-In of
Affected Financial Institutions.* Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers
by an the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
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(b) the effects of any Bail-In Action on any such liability,
including, if applicable:
(i) a reduction in full or in part or cancellation
of any such liability;
(ii) a conversion of all, or a portion of, such
liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of
ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability
in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
Section 10.18. *No Waiver; Cumulative Remedies; Enforcement*.
No failure by any Lender, any Issuing Bank or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any
other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such
enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Article 7 for the benefit of all the Lenders and the Issuing Banks; *provided*, *however*, that the foregoing shall not
prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from
exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.17) or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any
Loan Party under any Bankruptcy Proceeding; and *provided*, *further*, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the
rights otherwise ascribed to the Administrative Agent pursuant to Article 7 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.17, any Lender may, with the consent of the
Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
Article 11
Loan Party Guaranty
Section 11.01. *Guaranty*. (a) Subject to the provisions
of paragraph (b), each Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the Lender Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete
payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.
(b) This Loan Party Guaranty is a guaranty of payment when
due and not of collectability and this Loan Party Guaranty is a primary obligation of each Guarantor and not merely a contract of surety.
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(c) Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable laws relating to the insolvency of
debtors.
(d) Each Guarantor agrees that the Obligations may at any
time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Loan Party Guaranty or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder.
(e) No payment or payments made by any Borrower, any
Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Lender Party from any Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall,
notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such Guarantor in respect of the Obligations, remain liable for the Obligations up to the
maximum liability of such Guarantor hereunder until the Obligations are paid in full (other than Contingent Obligations) and the Commitments are terminated.
(f) Any and all payments by or on account of any obligation
of any Guarantor under this ****Article 11 shall be governed by the terms set forth in ****Section 2.16 of this Agreement.
*Section 11.02. Right of Contribution*. Each Guarantor
hereby agrees that, to the extent that any Guarantor shall have paid more than its proportionate share of any payments made in respect of the Loan Party Guaranty, such Person shall be entitled to seek and receive contribution from and against the
Guarantors hereunder. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.03 hereof. The provisions of this Section 11.02 shall in no respect limit the obligations and liabilities of any Guarantor
to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Person under the Loan Party Guaranty.
Section 11.03. *No Subrogation*. Notwithstanding any
payment or payments made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Lender, the Guarantors shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender
against any Borrower or any other guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall the Guarantors seek or be entitled to seek any
contribution or reimbursement from any Borrower or any other guarantor in respect of payments made by any Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrowers on account of the Obligations are
paid in full (other than Contingent Obligations) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full or
the Commitments shall not have been terminated, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, promptly upon receipt by such Guarantor,
be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order
as the Administrative Agent may determine.
Section 11.04. *Guaranty Absolute and Unconditional*.
Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by
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the Administrative Agent or any Lender upon this Loan Party Guaranty or acceptance of this Loan Party
Guaranty, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Loan Party Guaranty; and all dealings between the Borrowers (or
any of them) and the Guarantors (or any of them), on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Loan Party Guaranty.
Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Borrower or any other Guarantor or other guarantors with respect to the Obligations. Each Guarantor understands and
agrees that this Loan Party Guaranty shall be construed as a continuing, absolute and unconditional guaranty of payment without regard to (a) the validity, regularity or enforceability of this Agreement, any other Loan Document, any Letter of
Credit, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be available to or be asserted by any Guarantor against any Borrower, the Administrative Agent, any Issuing Bank or any Lender, or (c) any other circumstance whatsoever (with
or without notice to or knowledge of any Borrower, any Guarantor or other guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any Borrower for the Obligations, of any Guarantor under this Loan
Party Guaranty or of any other guarantor, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, pursue such
rights and remedies as it may have against any Borrower, any Guarantor any other guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender to pursue such other rights or remedies or to collect any payments from any such Borrower, Guarantor or other guarantor or other Person or to realize upon any such collateral security or guarantee or to exercise
any such right of offset, or any release of any such Borrower, Guarantor or other guarantor or other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantors of any liability hereunder, and shall not
impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the Lenders against the Guarantors. This Loan Party Guaranty shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Guarantors and the respective successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees,
transferees and assigns, until all the Obligations and the obligations of the Guarantors under this Loan Party Guaranty (other than Contingent Obligations) shall have been satisfied by payment in full and the Commitments shall be terminated,
notwithstanding that from time to time during the term of the Credit Agreement any Borrower may be free from any Obligations.
Section 11.05. *Reinstatement*. This Loan Party Guaranty
shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, administration, dissolution, liquidation or reorganization of any Borrower or any Guarantor or other guarantor, or upon or as a result of the appointment of a receiver, administrative receiver, administrator, intervenor or
conservator of, or trustee or similar officer for, any Borrower or any Guarantor or other guarantor or any substantial part of the property of such Borrower, Guarantor or such other guarantor, or otherwise, all as though such payments had not
been made.
Section 11.06. *Payments*. Each Guarantor hereby
guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in the relevant currency at the administrative office specified by the Administrative Agent.
Section 11.07. *Additional Guarantors*. From time to time
subsequent to the Restatement Date, each entity which is required to be a Guarantor pursuant to the definition thereof shall become a Guarantor,
93
---
with the same force and effect as if originally named as a Guarantor herein, for all purposes of this
Agreement, upon execution and delivery by such entity of a Loan Party Joinder Agreement (and the delivery in connection therewith of written opinions of counsel and documents and certificates as the Administrative Agent may reasonably require).
The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any other party hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.
*[Remainder of page intentionally left blank.]*
94
---
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year first above written.
**KOHLBERG KRAVIS ROBERTS & CO. L.P**., as Borrower By: KKR & Co. GP LLC, its general partner
By: /s/ Peter J. Sundheim
Name: Peter J. Sundheim
Title: Authorized Signatory
**KKR GROUP PARTNERSHIP L.P.**, as Borrower By: KKR Group Holdings Corp., its general partner
By: /s/ Peter J. Sundheim
Name: Peter J. Sundheim
Title: Authorized Signatory
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
**KKR & CO. INC.**, as Guarantor
By: /s/ Robert H. Lewin
Name: Robert H. Lewin
Title: Chief Financial Officer
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
**HSBC BANK USA, NATIONAL ASSOCIATION**, as Lender, as Issuing Bank and as Swingline Lender
/s/ Ryan Gabriele
Name: Ryan Gabriele
Title: Director
**HSBC BANK USA, NATIONAL ASSOCIATION**, as Administrative Agent
/s/ Ershad Sattar
Name: Ershad Sattar
Title: Vice President
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
BANK OF AMERICA, N.A., as Lender
By: /s/ Bryan Aphayrath
Name: Bryan Aphayrath
Title: Vice President
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
BNP PARIBAS, as Lender
By: /s/ Dimitri Jobert
Name: Dimitri Jobert
Title: Managing Director
By: /s/ Eamonn Smith
Name: Eamonn Smith
Title: Managing Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
CITIBANK, N.A., as Lender
By: /s/ Patrick Marsh
Name: Patrick Marsh
Title: Vice President
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
**Credit Agricole Corporate and Investment Bank**, as Lender
By: /s/ Paul Arens
Name: Paul Arens
Title: Director
By: /s/ Gordon Yip
Name: Gordon Yip
Title: Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
GOLDMAN SACHS BANK USA, as Lender
By: /s/ Dan Starr
Name: Dan Starr
Title: Authorized Signatory
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
JPMorgan Chase Bank, N.A., as Lender
By: /s/ James Draper
Name: James Draper
Title: Vice President
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
MIZUHO BANK, LTD, as Lender
By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Managing Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
MORGAN STANLEY BANK, N.A., as Lender
By: /s/ Michael King
Name: Michael King
Title: Authorized Signatory
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
Royal Bank of Canada, as Lender
By: /s/ Alex Figueroa
Name: Alex Figueroa
Title: Authorized Signatory
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
Societe Generale, as Lender
By: /s/ Nick Agarwal
Name: Nick Agarwal
Title: Managing Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
SUMITOMO MITSUI BANKING CORPORATION, as Lender
By: /s/ Nabeel Shah
Name: Nabeel Shah
Title: Executive Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as Lender
By: /s/ Benjamin Choi
Name: Benjamin Choi
Title: Authorized Signatory
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
U.S. BANK NATIONAL ASSOCIATION, as Lender
By: /s/ Christopher Balderston
Name: Christopher Balderston
Title: Senior Vice President
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
Wells Fargo Bank, National Association, as Lender
By: /s/ Nikolas Broschofsky
Name: Nikolas Broschofsky
Title: Executive Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
BARCLAYS BANK PLC, as Lender
By: /s/ Edward Pan
Name: Edward Pan
Title: Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
Canadian Imperial Bank of Commerce, New York Branch, as Lender
By: /s/ Edward Turowski
Name: Edward Turowski
Title: Managing Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
Confidential
Standard Chartered Bank, as Lender
By: /s/ Sachi Vaz
Name: Sachi Vaz
Title: Director, Fund Finance
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
The Bank of New York Mellon, as Lender
By: /s/ Brian Raeburn
Name: Brian Raeburn
Title: Senior Vice President
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
The Bank of Nova Scotia, as Lender
By: /s/ Szymon Ordys
Name: Szymon Ordys
Title: Director
By: /s/ Grace Nguyen
Name: Grace Nguyen
Title: Associate
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
UBS AG, STAMFORD BRANCH, as Lender
By: /s/ Joselin Fernandes
Name: Joselin Fernandes
Title: Director
By: /s/ Massimo Ippolito
Name: Massimo Ippolito
Title: Associate Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
Confidential
BANCO SANTANDER, S.A., NEW YORK BRANCH, as Lender
By: /s/ Andres Barbosa
Name: Andres Barbosa
Title: Managing Director
By: /s/ Zara Kamal
Name: Zara Kamal
Title: Executive Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
BMO Bank N.A., as Lender
By: /s/ Media Alimorad
Name: Media Alimorad
Title: Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
ING Capital LLC, as Lender
By: /s/ Grace Fu
Name: Grace Fu
Title: Managing Director
By: /s/ Richard Troxel
Name: Richard Troxel
Title: Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
TRUIST BANK, as Lender
By: /s/ Madison Waterfield
Name: Madison Waterfield
Title: Director
[Signature Page to Fourth Amended and Restated Credit Agreement]
---
---
## EX-31.1
SEC source: [kkr-ex311.htm](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex311.htm)
Exhibit 31.1
CO-CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Joseph Y. Bae, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2026 of KKR & Co. Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2026
/s/ Joseph Y. Bae
Joseph Y. Bae
Co-Chief Executive Officer
---
## EX-31.2
SEC source: [kkr-ex312.htm](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex312.htm)
Exhibit 31.2
CO-CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Scott C. Nuttall, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2026 of KKR & Co. Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2026
/s/ Scott C. Nuttall
Scott C. Nuttall
Co-Chief Executive Officer
---
## EX-31.3
SEC source: [kkr-ex313.htm](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex313.htm)
Exhibit 31.3
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Robert H. Lewin, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the period ended June 30, 2026 of KKR & Co. Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 6, 2026
/s/ Robert H. Lewin
Robert H. Lewin
Chief Financial Officer
---
## EX-32.1
SEC source: [kkr-ex321.htm](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex321.htm)
Exhibit 32.1
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. §1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of KKR & Co. Inc. (the "Corporation") on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission (the "Report"), I, Joseph Y. Bae, Co-Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: August 6, 2026
/s/ Joseph Y. Bae
Joseph Y. Bae
Co-Chief Executive Officer
* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
---
## EX-32.2
SEC source: [kkr-ex322.htm](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex322.htm)
Exhibit 32.2
CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
Pursuant to 18 U.S.C. §1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of KKR & Co. Inc. (the "Corporation") on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission (the "Report"), I, Scott C. Nuttall, Co-Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: August 6, 2026
/s/ Scott C. Nuttall
Scott C. Nuttall
Co-Chief Executive Officer
* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
---
## EX-32.3
SEC source: [kkr-ex323.htm](https://www.sec.gov/Archives/edgar/data/1404912/000140491226000027/kkr-ex323.htm)
Exhibit 32.3
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to 18 U.S.C. §1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of KKR & Co. Inc. (the "Corporation") on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission (the "Report"), I, Robert H. Lewin, Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: August 6, 2026
/s/ Robert H. Lewin
Robert H. Lewin
Chief Financial Officer
* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.