SEC Form PRE 14A filed by KKR & Co. Inc.

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒    Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

Payment of Filing Fee (Check the appropriate box):

We hereby notify you that KKR & Co. Inc., a Delaware corporation (“KKR” or the “Company”), is holding a special meeting of stockholders (the “Special Meeting”) on Tuesday, April 21, 2026, at 11:30 A.M., Eastern Time. The Special Meeting will be a virtual meeting, conducted only via live webcast on the internet at www.virtualshareholdermeeting.com/KKR2026SM.

As announced in 2021, KKR shares of common stock will transition to voting rights on a one vote per share basis by no later than the end of this year on December 31, 2026 (the “Sunset Date”). As KKR prepares for that important milestone in its corporate governance evolution, the Board of Directors (the “Board”) has considered changes to KKR’s governing documents that are intended to align its governance practices with those of other S&P 500 public companies.

Accordingly, the KKR Board has put forth the following proposals relating to amendments to the KKR Charter, and at the Special Meeting, holders of the Company’s stock entitled to vote on the following proposals will be asked to:

You can vote your shares at the Special Meeting and any adjournments or postponements thereof if you were a holder of record of the Company’s common stock or the non-economic Series I preferred stock as of the close of business on February 24, 2026, the record date for the Special Meeting.

Whether or not you intend to attend the Special Meeting, you are requested to submit a proxy, either electronically via the internet, by telephone or by completing and returning the proxy card if you received paper copies of the Company’s proxy materials, to ensure your shares are represented and voted at the Special Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you received paper copies, the instructions are printed on your proxy card. Instructions are also described in the Proxy Statement. Any person giving a proxy has the power to revoke it at any time prior to the closing of the polls at the Special Meeting, and stockholders who attend the meeting and who are entitled to vote may revoke any proxies they previously submitted by voting at the meeting.

If you have any questions concerning the Special Meeting or need help voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Ave., 20th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 750-8307

Banks and Brokerage Firms, please call: (212) 750-5833

    , 2026

This Notice of Special Meeting and Proxy Statement is first being distributed or made available, as the case may be, on or about     , 2026.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL MEETING TO BE HELD ON APRIL 21, 2026: THIS PROXY STATEMENT IS AVAILABLE

FREE OF CHARGE AT WWW.PROXYVOTE.COM.

 

This Proxy Statement is being furnished by and on behalf of the Board of Directors (the “Board”) of KKR & Co. Inc., a Delaware corporation (the “Company,” “KKR,” “we,” “us,” or “our”), in connection with our special meeting of stockholders (the “Special Meeting”).

The Special Meeting will be held on Tuesday, April 21, 2026, at 11:30 A.M., Eastern Time and will be a virtual meeting, conducted only via live webcast on the internet at www.virtualshareholdermeeting.com/KKR2026SM. In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that the Company intends to release definitive copies of this Proxy Statement to stockholders beginning on or about February 27, 2026.

As announced in 2021, KKR shares of common stock will transition to voting rights on a one vote per share basis by no later than the end of this year on December 31, 2026 (the “Sunset Date”). As KKR prepares for this important milestone in its corporate governance evolution, the Board is recommending changes to KKR’s governing documents that are intended to align its governance practices with those of other S&P 500 public companies.

Accordingly, the KKR Board has put forth the following proposals relating to amendments to the KKR Charter, and at the Special Meeting, our stockholders entitled to vote thereon will be asked to vote on the following proposals:

Whether or not you intend to attend the Special Meeting, you are requested to submit a proxy, either electronically via the internet, by telephone or by completing and returning the proxy card if you received paper copies of the Company’s proxy materials, to ensure your shares are represented and voted at the Special Meeting.

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. We sponsor funds that invest in private equity, credit, and real assets and have strategic partners that manage hedge funds. Our insurance subsidiaries offer retirement, life, and reinsurance products under the management of Global Atlantic.

KKR is and will be until the Sunset Date a “controlled company” under the NYSE listing standards. KKR’s status as a “controlled company” reflects our origin as a founder-led company.

KKR’s Co-Founders, who also currently serve as Co-Executive Chairmen, currently hold and will continue to hold until the Sunset Date controlling voting power of KKR through non-economic preferred stock, which is also referred to as the Series I preferred stock. This voting power includes the sole ability to appoint and remove members of our Board and the right to approve certain corporate actions as specified in our Existing Charter. Until the Sunset Date, this voting power limits the ability of holders of common stock to influence our business.

In 2021, KKR announced a roadmap for our next phase of governance, including cancelling the voting power through the non-economic preferred stock held by the KKR Co-Founders and transitioning to one vote per share voting rights for our common stockholders.

Upon the Sunset Date:

These actions are intended to support transparency and accountability for stockholders as KKR enters its next phase as a non-controlled company.

As noted in the Proxy Summary, in anticipation of the Sunset Date, our Board conducted a review of our governing documents to ensure this transition is accurately reflected and aligns with prevailing public company governance practices.

Your support is needed to help implement these changes and take KKR on its next step in its governance journey.

As a result, the Board recommends that the common stockholders vote “FOR” each of the Proposals at this Special Meeting.

The strong expertise and leadership on our Board is showcased in our directors’ biographies, listed below:

Henry R. Kravis co-founded KKR in 1976 and serves as our Co-Executive Chairman. Prior to his current position, he was our Co-Chief Executive Officer until 2021. He is actively involved in managing the firm and serves on each of the regional Private Equity Investment Committees. Mr. Kravis currently serves on the boards of Axel Springer, ICONIQ Capital, LLC, and Catalio Capital Management, LP. He also serves as a director, chairman emeritus, trustee or executive committee member of several cultural, professional, and educational institutions, including The Business Council (former chairman), Claremont McKenna College, Columbia Business School (former co-chairman), Mount Sinai Hospital, the Partnership for New York City (former chairman), the Partnership Fund for New York City (founding chairman), Rockefeller University (former vice chairman), and Sponsors for Educational Opportunity (chairman). He earned a B.A. from Claremont McKenna College in 1967 and an M.B.A. from the Columbia Business School in 1969. Mr. Kravis has more than four decades of experience financing, analyzing, and investing in public and private companies, as well as serving on the boards of a number of KKR portfolio companies. As our Co-Founder, Co-Executive Chairman and former Co-Chief Executive Officer, Mr. Kravis has an intimate knowledge of KKR’s business, which allows him to provide insight into various aspects of our business and is of significant value to our Board. Mr. Kravis and Mr. Roberts are first cousins.

George R. Roberts co-founded KKR in 1976 and serves as our Co-Executive Chairman. Prior to his current position, he was Co-Chief Executive Officer until 2021. He is actively involved in managing the firm and serves on each of the regional Private Equity Investment Committees. Mr. Roberts has served as a director or trustee of several cultural and educational institutions, including Claremont McKenna College. He is also Founder and Chairman of the board of directors of REDF, a San Francisco nonprofit organization. He earned a B.A. from Claremont McKenna College in 1966 and a J.D. from the University of California (Hastings) Law School in 1969. Mr. Roberts has more than four decades of experience financing, analyzing, and investing in public and private companies, as well as serving on the boards of a number of KKR portfolio companies. As our Co-Founder, Co-Executive Chairman and former Co-Chief Executive Officer, Mr. Roberts has an intimate knowledge of KKR’s business, which allows him to provide insight into various aspects of our business and is of significant value to our Board. Mr. Roberts and Mr. Kravis are first cousins.

Joseph Y. Bae joined KKR in 1996 and is our Co-Chief Executive Officer. Prior to his current position, he served as Co-President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board since July 2017. Mr. Bae has held numerous leadership roles at KKR. He was the architect of KKR’s expansion in Asia, building one of the largest and most successful platforms in the market. In addition to his role developing KKR’s Asia-Pacific platform, he has presided over business building in the firm’s private markets businesses, which included leading or serving on all of the investment committees and implementing the firm’s modern thematic investment approach. He is active in a number of non-profit educational and cultural institutions, including co-founding and serving on the board of The Asian American Foundation, as a member of Harvard University’s Global Advisory Council, and as a member of the Harvard Corporation. Mr. Bae’s intimate knowledge of KKR’s business and operations and his experience in a variety of senior leadership roles within KKR provide significant value to our Board.

Scott C. Nuttall joined KKR in 1996 and is our Co-Chief Executive Officer. Prior to his current position, he served as Co-President and Co-Chief Operating Officer from 2017 to 2021, and he has been a member of our Board since July 2017. Mr. Nuttall has had numerous leadership roles at KKR. He was the architect of the firm’s major strategic development initiatives, including leading KKR’s public listing, developing the firm’s balance sheet strategy, overseeing the development of KKR’s Public Markets businesses in the credit and hedge fund space as well as the creation of the firm’s capital markets, capital raising, and insurance businesses. Mr. Nuttall serves on KKR’s Balance Sheet Committee. He was a member of the board of directors of Fiserv, Inc. until 2022. He has also served on the boards of various non-profit institutions with a particular focus on education, most recently as Co-Chairman of Teach for America – New York. Mr. Nuttall’s intimate knowledge of KKR’s business and operations and his experience in a variety of senior leadership roles within KKR provide significant value to our Board.

Craig Arnold has been a member of our Board since September 2025. Mr. Arnold is the former Chairman of the Board and Chief Executive Officer of Eaton Corporation, a global intelligent power management company. Prior to becoming Chairman and Chief Executive Officer in 2016, Mr. Arnold served as the

President and Chief Operating Officer of Eaton Corporation. Prior to that, Mr. Arnold served as Vice Chairman and Chief Operating Officer of Eaton Corporation’s Industrial Sector from 2009 to 2015. Mr. Arnold previously worked for General Electric Company, where he held roles across the Appliances, Plastics and Lighting businesses. He currently is a member of the Boards of Directors of Medtronic, where he serves as the lead independent director, Honeywell, Procter & Gamble, the United Way of Greater Cleveland and the Salvation Army of Greater Cleveland. He graduated from California State University, San Bernadino with a bachelor’s degree, and obtained a Master of Business Administration from Pepperdine University. Mr. Arnold brings significant value to our Board from his extensive leadership, strategy and risk management experience from his years of leadership at large multinational companies and possesses strong corporate governance acumen and financial oversight skills from service on multiple public company boards of directors.

Timothy R. Barakett has been a member of our Board since March 2025. Mr. Barakett is the Founder and CEO of TRB Advisors, a private investment firm and family office. TRB invests directly in public and private markets and provides capital and strategic support to a number of investment firms. Prior to founding TRB in 2010, Mr. Barakett was the Founder and CEO of Atticus Capital, a global investment management firm. Before founding Atticus in 1995, Mr. Barakett was a Managing Director at Junction Advisors, an investment management company specializing in risk arbitrage, and earlier in his career, he was a Senior Associate at Battery Ventures, a venture capital firm. Mr. Barakett is the Treasurer of Harvard University, a Fellow of the Harvard Corporation, and the Chair of the Board of the Harvard Management Company, which manages Harvard University’s endowment. He also serves on the boards of directors of Athletic Brewing Company and Rethink Food NYC and the Advisory Boards of Commodore Capital, Forward Consumer Partners, and Charter Oak Advisors. Mr. Barakett’s extensive leadership and financial experience in the investment management industry and with a large university, in addition to his service on boards of directors and advisory committees, provides our Board with significant financial, risk management, and unique industry insight expertise.

Adriane M. Brown has been a member of our Board since June 2021. Ms. Brown joined Flying Fish Ventures, as a Venture Partner in November 2018 and became a Managing Partner of the venture capital firm in February 2021. Prior to that, Ms. Brown served as President and Chief Operating Officer for Intellectual Ventures, an invention and investment company, from January 2010 through July 2017, and served as a Senior Advisor until December 2018. Before joining Intellectual Ventures, Ms. Brown served as President and Chief Executive Officer of Honeywell Transportation Systems. Over the course of 10 years at Honeywell, she held leadership positions serving the aerospace and automotive markets globally. Prior to Honeywell, Ms. Brown spent 19 years at Corning, Inc., ultimately serving as Vice President and General Manager, Environmental Products Division, having started her career there as a shift supervisor. Ms. Brown serves on the boards of directors of American Airlines Group Inc., Axon Enterprise, Inc., e-Bay Inc., and the International Women’s Forum. Ms. Brown previously served on the boards of directors of Allergan Plc and Raytheon Company until 2020. Ms. Brown holds a Doctorate of Humane Letters and a bachelor’s degree in environmental health from Old Dominion University, and is a winner of its Distinguished Alumni Award. She also holds a master’s degree in management from the Massachusetts Institute of Technology where she was a Sloan Fellow. Ms. Brown’s leadership in technology businesses and industrial companies as well as her investment and financial experience bring important expertise to the oversight and development of our business.

Matthew R. Cohler has been a member of our Board since December 2021. Mr. Cohler is a former General Partner at the venture capital firm Benchmark, where for over a decade he led early-stage investments in Internet and software startup businesses. He currently serves as a director and nominating and governance committee member at Asana, as a director and audit committee member at 1stDibs and as a director at several privately held companies. Previously he served as a director, audit committee member, and nominating and governance committee member at Domo, as a director and audit committee member at Uber and as a director at privately held companies including Duo Security, Instagram and Tinder. Prior to Benchmark, Mr. Cohler was Vice President at Facebook, where he was the company’s seventh employee, and Vice President at LinkedIn, where he was part of the company’s founding team. He serves on the board of trustees at Environmental Defense Fund (Vice Chair), on the board of governors at the San Francisco Symphony (Vice President) and on the investment committee at the Chan Zuckerberg Initiative and at the

Yale Investments Office. He holds a B.A. from Yale University, cum laude and with distinction in the study of music. Mr. Cohler’s knowledge and experience as a venture capitalist and director of multiple leading companies in the technology industry bring to our Board important insight and perspectives to our business and future development.

Mary N. Dillon has been a member of our Board since September 2018. From September 2022 to September 2025, Ms. Dillon was the Chief Executive Officer of Foot Locker, Inc. (and President from September 2022 to March 2025) and a member of its board of directors. From 2013 to 2022, Ms. Dillon served as a member of the board of directors of Ulta Beauty, Inc., a beauty products retailer, and was its Executive Chair from June 2021 through June 2022 and Chief Executive Officer from 2013 to June 2021. From 2010 to 2013, she served as President and Chief Executive Officer and member of the board of directors of United States Cellular Corporation, a provider of wireless telecommunication services. From 2005 to 2010, Ms. Dillon served as Global Chief Marketing Officer and Executive Vice President of McDonald’s Corporation. From 2002 to 2005, Ms. Dillon held several positions of increasing responsibility at PepsiCo Corporation, including as President of the Quaker Foods division. Ms. Dillon joined the board of directors of Starbucks in January 2016 and served as chair of its compensation and management development committee, and as a member of the nominating and corporate governance committee through August 2022. Ms. Dillon is chair of the board of trustees of Save the Children US since 2025 after having served on the board of trustees from 2016 to 2023. Ms. Dillon provides our Board with valuable knowledge and insights she gained through her various senior management and leadership roles, including as the chief executive officer of a publicly traded company. In addition, with over 40 years of experience in consumer-driven businesses, Ms. Dillon brings to our Board her extensive operational and marketing expertise in the retail industry.

Arturo Gutiérrez Hernández has been a member of our Board since March 2021. Mr. Gutiérrez has served as the Chief Executive Officer of Arca Continental, one of the largest Coca-Cola bottlers in the world, since January 2019. Mr. Gutiérrez held several executive positions in the company from 2001 to 2018, including Deputy Chief Executive Officer, Chief Operating Officer, Head of the Mexico Beverages Division, Executive Vice President of Human Resources, Director of Corporate Planning and General Counsel. He serves on several boards of industry-related companies and on the board of Canadian Pacific Kansas City Limited. He also serves on the Coca-Cola Mexico Foundation. Mr. Gutiérrez earned a law degree from Escuela Libre de Derecho, in Mexico City, and an L.L.M. from Harvard University, as a Fulbright Scholar. Mr. Gutiérrez provides our Board with valuable knowledge, perspectives and insights from his leadership of a large multinational business based in Latin America and from his broad experience in various aspects of the consumer staples, including operational, financial, business development, and legal areas.

Xavier B. Niel has been a member of our Board since March 2018. Mr. Niel is the Founder and Chairman of the board of Iliad SA, a French telecommunications company that owns the internet provider Free and the low-cost mobile operator Free Mobile. Mr. Niel also owns majority stakes in telecom operators in various countries. He has been involved in the data communications, internet, and telecommunications industry since the late 1980s. In 2010, Mr. Niel founded Kima Ventures SAS, which is an active early-stage investor. In 2013, he created 42, a school that trains computer specialists in France, and in 2017, he opened Station-F, a startup campus located in Paris. Mr. Niel brings significant value to our Board due to his extensive experience as an entrepreneur who founded multiple companies, in addition to his leadership and technology experience.

Kimberly A. Ross has been a member of the Board since September 2023. Ms. Ross is a member of the board of directors of Northrop Grumman Corporation and The Cigna Group. Ms. Ross served as Chief Financial Officer of WeWork Inc. from March 2020 through October 2020. Ms. Ross served as Senior Vice President and Chief Financial Officer of Baker Hughes Company, an energy technology company, from September 2014 to July 2017. Before joining Baker Hughes, Ms. Ross served as Executive Vice President and Chief Financial Officer of Avon Products, Inc., a global manufacturer and marketer of beauty and related products, from November 2011 until October 2014. Prior to joining Avon, Ms. Ross served as the Executive Vice President and Chief Financial Officer of Royal Ahold N.V., a food retail company, from 2007 to 2011 and held a variety of senior management positions during her tenure there, which began in 2001. She has previously served as a director of Nestlé S.A. from 2018 through 2024, KKR Acquisition Holdings I Corp from 2021 through 2022, and Chubb Limited from 2014 through 2020. Ms. Ross has significant international business experience through her service as an executive of large public companies with international

operations. Ms. Ross also provides our Board with valuable knowledge and experience in corporate finance, financial planning and analysis, strategy, mergers and acquisitions, corporate restructuring, financial reporting, and internal audit as well as IT operations oversight.

Patricia F. Russo has been a member of our Board since April 2011. Ms. Russo served as Chief Executive Officer of Alcatel-Lucent from 2006 to 2008. Prior to the merger of Alcatel and Lucent in 2006, she served as Chairman of Lucent Technologies, Inc. from 2003 to 2006, and as President and Chief Executive Officer from 2002 to 2006. Before rejoining Lucent in 2002, Ms. Russo was President and Chief Operating Officer of Eastman Kodak Company from March 2001 to December 2001. She has served as the Chairman of Hewlett Packard Enterprise Company since 2015, as a director of Merck & Co., Inc. since 2009 and as a director of General Motors Company since 2009, including as lead independent director from March 2010 to January 2014 and again since June 2021. Prior to its merger with Merck in 2009, Ms. Russo served as a director of Schering-Plough since 1995, and she served as a director of Hewlett Packard Company from 2011 to November 2015. From November 2016 to May 2018, Ms. Russo also served on the board of Arconic Inc., which separated from Alcoa Inc., where Ms. Russo served as a director from 2008 to November 2016. She graduated from Georgetown University with a bachelor’s degree in political science and history, and obtained an Advanced Management Degree from Harvard Business School’s Advanced Management Program. Ms. Russo’s management and leadership experience as chief executive officer of complex global companies as well as her experience with corporate strategy, mergers and acquisitions, and sales and marketing brings to our Board important expertise to the oversight and development of our business. Ms. Russo also brings extensive experience in corporate governance as a member of boards and board committees of other public companies.

Robert W. Scully has been a member of our Board since July 2010. Mr. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, where he had previously been Co-President of the firm, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a Managing Director at Lehman Brothers and at Salomon Brothers. Mr. Scully has served as a director of Chubb Limited since January 2016, and prior to its acquisition of Chubb Limited, a director of ACE Limited from May 2014 to January 2016. Previously, he was a director of Zoetis Inc. from June 2013 to May 2025, a director of UBS Group AG from May 2016 to April 2020, a director of Bank of America Corporation from August 2009 to May 2013 and a public governor of the Financial Industry Regulatory Authority, Inc. from October 2014 to May 2016. He has also served as a director of GMAC Financial Services and MSCI Inc. He holds an A.B. from Princeton University and an M.B.A. from Harvard Business School. Mr. Scully is a member of the Nassau Hall Society at Princeton University. Mr. Scully previously was Chair and Co-Chair of Teach for America, New York, and he previously served on the Board of Teach For All and the Board of Dean’s Advisors of Harvard Business School. Mr. Scully’s 35-year career in the financial services industry brings to our Board important expertise to the oversight of our business. In addition, his leadership experience with a global financial services company brings an industry perspective to our business development within and outside the United States as well as issues such as talent development, senior client relationship management, strategic initiatives, risk management and audit, and financial reporting.

Evan T. Spiegel has been a member of our Board since October 2021. Mr. Spiegel is the Co-Founder of Snap Inc., a publicly traded technology company that believes the camera represents the greatest opportunity to improve the way that people live and communicate, and has served as its Chief Executive Officer and a member of its board of directors since 2012. In 2017, Mr. Spiegel formed the Spiegel Family Fund, a non-profit humanitarian organization which supports organizations across the arts, education, housing and human rights. Mr. Spiegel currently serves on the boards of directors of Snap Inc. and the Berggruen Institute. Mr. Spiegel holds a bachelor’s degree in Engineering, Product Design from Stanford University. Mr. Spiegel’s experience as a co-founder and executive of a leading company in technology services brings to our Board important insight and perspectives to our business and future development.

The close of business on February 24, 2026 has been fixed as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Special Meeting or any adjournments or postponements thereof. Each share of common stock held as of the Record Date entitles the holder thereof the right to vote on the matters to be presented at the meeting. As of the Record Date, there were a total of      shares of common stock outstanding and entitled to vote at the Special Meeting and one share of Series I preferred stock outstanding and entitled to vote at the Special Meeting.

The presence in person or by proxy of stockholders holding a majority of the voting power of the outstanding shares of common stock entitled to vote at the Special Meeting and the holder of the Series I preferred stock constitutes a quorum, unless an action requires a greater percentage of any class or classes to approve such action, in which case the quorum for that action shall be such greater percentage of the classes or classes. If you sign and return your proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials. Abstentions will also be considered present for the purpose of determining whether there is a quorum for the Special Meeting. Broker non-votes are shares held by a bank or broker that are not voted on a matter because the bank or broker did not receive voting instructions from the beneficial owner and the bank or broker does not have discretion to vote the shares. Shares held by a bank or broker for which voting instructions are not received will not be considered present for the purpose of determining whether there is a quorum for the Special Meeting. The proposals for consideration at the Special Meeting do not constitute “routine matters” under the rules of the NYSE and brokers who do not receive instructions on how to vote on the proposal will not be entitled to vote those shares. Therefore, we do not expect any broker non-votes to be recorded at the Special Meeting.

Approval of Proposal 1 (the Supermajority Voting Amendment) requires the affirmative vote of (i) the holders of at least 90% of the voting power of the outstanding shares of our common stock and (ii) the Series I preferred stock.

Each of Proposals 2, 3, 4 and 5 require the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of common stock and (ii) the Series I preferred stock, as further described below.

Our Existing Charter generally provides that no other amendment to the certificate of incorporation shall become effective without the affirmative vote or consent of stockholders holding at least 90% of the voting power of our outstanding shares of common stock unless we obtain an opinion of counsel to the effect that such amendment will not affect the limited liability of any stockholder under the Delaware General Corporation Law (“DGCL”). We have obtained such opinion with respect to Proposals 2, 3 and 4. Accordingly, approval of each of Proposals 2, 3, and 4 requires the affirmative vote of (i) the holders of

a majority of the voting power of the outstanding shares of common stock and (ii) the Series I preferred stockholder. In addition, Proposal 5 will be approved if it receives the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of common stock and (ii) the Series I preferred stockholder.

In determining whether each proposal receives the requisite number of affirmative votes, abstentions and broker non-votes, if any, will have the same effect as a vote cast “against” Proposals 1, 2, 3 4, and 5.

If you sign and submit your proxy card without indicating your voting instructions, your shares will be voted in favor of each of Proposals 1, 2, 3, 4 and 5 in accordance with the recommendation of the Board.

authorize via the internet or telephone your proxy to vote your shares according to your voting instructions. If you would like to receive a paper or email copy of this Proxy Statement, you should follow the instructions for requesting such materials described in the Notice and Access Card.

Proxy revocation notices should be sent to KKR & Co. Inc., 30 Hudson Yards, New York, New York 10001, Attention: Corporate Secretary. New paper proxy cards should be sent to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote in person at the Special Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Your attendance at the Special Meeting will not, by itself, revoke a proxy previously authorized by you. We will honor the proxy card or authorization with the latest date.

In addition, we have retained Innisfree, a proxy solicitation firm, to assist us in the solicitation of proxies for an estimated fee of $100,000, as well as reasonable and customary documented expenses.

Innisfree M&A Incorporated

501 Madison Ave., 20th Floor

New York, New York 10022

Stockholders, please call toll-free: (877) 750-8307

Banks and Brokerage Firms, please call: (212) 750-5833

We propose amending the Existing Charter to provide that, following the Sunset Date, generally all Charter amendments will require the affirmative vote of the holders of a majority of our outstanding shares of common stock. Currently, our Existing Charter requires a 90% supermajority vote to amend the following provisions:

The general description of the proposed Supermajority Voting Amendment set forth above is qualified in its entirety by reference to the full blacklined text as set forth in Appendix A. We do not intend to present the Supermajority Voting Amendment for approval unless the Series I preferred stockholder and stockholders representing at least 90% of the voting power of the outstanding shares of common stock entitled to vote at the Special Meeting are present in person or by proxy at the Special Meeting. If the Supermajority Voting Amendment is approved by the affirmative vote of (i) the holders of at least 90% of the voting power of the outstanding shares of common stock and (ii) the Series I preferred stockholder, it will become effective as of the Sunset Date upon its filing and acceptance with the Secretary of State of the State of Delaware, which is expected to occur prior to the Sunset Date. This Supermajority Voting Amendment is independent of stockholder approval of the Stockholder Action Amendment, the Vacancy Amendment and the Technical and Clarifying Amendments. If all the Charter Amendments are approved by the stockholders, then we intend to restate our Existing Charter to reflect the amendments contemplated by the proposals listed

herein as set forth in Appendix A, Appendix B, Appendix C and Appendix D to become effective as of the Sunset Date. If one or more proposals are not approved by the stockholders at the Special Meeting, but one or more other proposals are, then we will file only the amendments to our Existing Charter that were approved by stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

APPROVAL OF THE SUPERMAJORITY VOTING AMENDMENT.

We propose amending our Existing Charter to provide that, following the Sunset Date, all stockholder actions on matters on which holders of common stock are required or permitted to vote will take place only at an annual or special meeting of stockholders and cannot be taken by written consent of the stockholders.

The general description of the proposed Stockholder Action Amendment set forth above is qualified in its entirety by reference to the full blacklined text as set forth in Appendix B. If the Stockholder Action Amendment is approved by the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of common stock and (ii) the Series I preferred stockholder, it will become effective as of the Sunset Date upon its filing and acceptance with the Secretary of State of the State of Delaware, which is expected to occur prior to the Sunset Date. This Stockholder Action Amendment is independent of stockholder approval of the Supermajority Voting Amendment, the Vacancy Amendment and the Technical and Clarifying Amendments. If all the Charter Amendments are approved by the stockholders, then we intend to restate our Existing Charter to reflect the amendments contemplated by the proposals listed herein as set forth in Appendix A, Appendix B, Appendix C and Appendix D to become effective as of the Sunset Date. If one or more proposals are not approved by the stockholders at the Special Meeting, but one or more other proposals are, then we will file only the amendments to our Existing Charter that were approved by stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

APPROVAL OF THE STOCKHOLDER ACTION AMENDMENT.

We propose amending our Existing Charter to provide that, following the Sunset Date, only the Board can fill director vacancies. Currently, only the Series I preferred stockholder is allowed to fill director vacancies on the Board (as opposed to the Board and/or holders of common stock). As discussed above, the Series I preferred stock will be cancelled at the Sunset Date.

The general description of the proposed Vacancy Amendment set forth above is qualified in its entirety by reference to the full blacklined text as set forth in Appendix C. If the Vacancy Amendment is approved by the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of common stock and (ii) The Series I preferred stockholder, it will become effective as of the Sunset Date upon its filing and acceptance with the Secretary of State of the State of Delaware, which is expected to occur prior to the Sunset Date. This Vacancy Amendment is independent of stockholder approval of the Supermajority Voting Amendment, the Stockholder Action Amendment and the Technical and Clarifying Amendments. If all the Charter Amendments are approved by the stockholders, then we intend to restate our Existing Charter to reflect the amendments contemplated by the proposals listed herein as set forth in Appendix A, Appendix B, Appendix C and Appendix D to become effective as of the Sunset Date. If one or more proposals are not approved by the stockholders at the Special Meeting, but one or more other proposals are, then we will file only the amendments to our Existing Charter that were approved by stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

APPROVAL OF THE VACANCY AMENDMENT.

We are committed to strong and effective corporate governance, and we have performed a review to modernize our Charter to ensure it will be in line with current best practices of other similarly situated companies after the Sunset Date. Below are other various technical and clarifying changes to the Charter to streamline and modernize the Charter that require common stockholder approval.

The general descriptions of the proposed Technical and Clarifying Amendments set forth above are qualified in their entirety by reference to the full blacklined text as set forth in Appendix D. If the Technical and Clarifying Amendments are approved by the affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of common stock and (ii) the Series I preferred stockholder, it will become effective as of the Sunset Date upon its filing and acceptance with the Secretary of State of the State of Delaware, which is expected to occur prior to the Sunset Date. These Amendments are independent of stockholder approval of the Supermajority Voting Amendment, the Stockholder Action Amendment and the Vacancy Amendment. If all the Charter Amendments are approved by the stockholders, then we intend to restate our Existing Charter to reflect the amendments contemplated by the proposals listed herein as set forth in Appendix A, Appendix B, Appendix C and Appendix D to become effective as of the Sunset Date. If one or more proposals are not approved by the stockholders at the Special Meeting, but one or more other proposals are, then we will file only the amendments to our Existing Charter that were approved by stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

APPROVAL OF THE TECHNICAL AND CLARIFYING AMENDMENTS.

If, at the time of the Special Meeting, there are insufficient votes to approve any of the other proposals, we may propose for the Chair or Co-Chairs of the Special Meeting to adjourn the Special Meeting, if a quorum is present, for a period of not more than 30 days for the purpose of soliciting additional proxies to approve any such proposal. We do not currently intend to propose adjournment at the Special Meeting if there are sufficient votes at the time of the Special Meeting to approve all of the other proposals.

This adjournment proposal will only be presented if there is a quorum and there are not enough votes at the time of the Special Meeting to approve all of the other proposals described herein. If a quorum is not present, the Chair or Co-Chairs of the Special Meeting will have the power to adjourn the Special Meeting until a quorum is present.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE

ADJOURNMENT OF THE SPECIAL MEETING, FROM TIME TO TIME, IF THERE ARE NOT

SUFFICIENT VOTES IN FAVOR OF THE OTHER PROPOSALS.

In addition to the Charter amendments contemplated in Proposals 1-4, we plan on making other technical changes to the Existing Charter to modernize and streamline the document. These other changes require the approval of the Series I preferred stockholder and do not require the approval of holders of common stock. A summary of certain proposed changes are outlined below:

You may vote your shares by attending the Special Meeting virtually. To attend the Special Meeting online, visit www.virtualshareholdermeeting.com/KKR2026SM and enter a 16-digit control number. If you hold your shares as a holder of record, your 16-digit control number will be printed on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”). If instead you hold your shares through an account with a bank, broker or other nominee (that is, you are a “beneficial owner” of shares held in “street name”), your bank, broker or other nominee may provide you with your 16-digit control number on the voting instruction form or Notice and Access Card it furnishes to you; otherwise, you should contact your bank, broker or other nominee (preferably at least five business days before the date of the Special Meeting) to obtain a legal proxy that will permit you to attend, and vote at, the Special Meeting. Once admitted to the Special Meeting, you will have the ability to vote your shares electronically.

Even if you plan to attend the Special Meeting, we encourage you to authorize your voting instructions in advance by internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Special Meeting.

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice and Access Card or the proxy materials, if you received a hard copy, has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

If you are a stockholder of record, you may submit a proxy to vote your shares according to your voting instructions. Specifically, you may submit a proxy to vote:

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on Monday, April 20, 2026, for the submission of proxies to vote shares held by stockholders of record.

The following table sets forth, as of February 3, 2026, the beneficial ownership of our common stock by:

The percentage of beneficial ownership is based on 891,452,951 shares of common stock issued and outstanding as of February 3, 2026. Beneficial ownership is in each case determined in accordance with the rules of the SEC, and includes equity securities of which that person has the right to acquire beneficial ownership within 60 days of February 3, 2026. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest. The table below does not reflect ownership of the sole outstanding share of our Series I preferred stock by KKR Management LLP, which exercises significant voting power as set forth in our certificate of incorporation.

Under Delaware law, only those matters specified in the notice of any special meeting of stockholders may be transacted at such meeting. Accordingly, Proposals 1, 2, 3, 4 and 5 are the only matters that will be brought before the Special Meeting.

We are currently not required to file proxy statements or information statements under Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless a vote of holders of our common stock is required. The Series I preferred stock is the only class of stock entitled to vote at a meeting of stockholders (or to take similar action by written consent) in the election of directors and generally with respect to all other matters submitted to a vote of stockholders, except as provided in the Company’s Existing Charter and Bylaws and under the DGCL and the rules of the NYSE. Moreover, holders of our common stock are currently unable to bring matters before our annual meeting of stockholders or nominate directors at such meeting, nor can they currently generally submit stockholder proposals under Rule 14a-8 of the Exchange Act. We do not currently anticipate soliciting proxies to vote on any matter to be presented at our 2026 annual meeting.

Set forth below is the text of the provisions of our Existing Charter proposed to be amended by Proposal No. 1, effective as of the Sunset Date. Deletions are indicated by strike-through and red text.

Section 6.03 – Amendments of the Certificate of Incorporation

Set forth below is the text of the provisions of our Existing Charter proposed to be amended by Proposal No. 2, effective as of the Sunset Date. Additions are indicated in blue text and deletions are indicated by strike-through and red text.

Set forth below is the text of the provisions of our Existing Charter proposed to be amended by Proposal No. 3, effective as of the Sunset Date. Additions are indicated in blue text.

Set forth below is the text of the provisions of our Existing Charter proposed to be amended by Proposal No. 4, effective as of the Sunset Date. Additions are indicated in blue text and deletions are indicated by strike-through and red text.