8-KSecurities & ListingRegulation FDExhibits & Filings

KKR & Co. Inc. 8-K Report, Unregistered Securities Sale (Feb 5, 2026)

Filed February 5, 2026For Securities:KKRKKRTKKR-PDKKRS

Summary

KKR & Co. Inc. (KKR) has announced a significant strategic move with the definitive agreement to acquire 100% of Arctos Partners, LP, an investment firm specializing in capital and liquidity solutions for sports franchises and private investment fund sponsors. This acquisition is set to be completed upon satisfaction of regulatory and sports-specific approvals, alongside other customary closing conditions. The total consideration for Arctos is substantial, with an initial payment of $1.4 billion. This includes a mix of cash ($300 million) and KKR equity securities ($1.1 billion). A significant portion of the equity consideration, totaling $900 million initially and an additional $200 million allocated by 2028, will be subject to vesting schedules extending through 2030 and 2033, respectively. Furthermore, KKR has structured potential earn-out provisions of up to $550 million, tied to both KKR's share price and Arctos' business performance, with vesting through 2031.

Key Highlights

  • 1KKR is acquiring Arctos Partners, LP, an investment firm focused on the sports and fund sponsorship sectors, for an initial consideration of $1.4 billion.
  • 2The acquisition involves a significant equity component for Arctos shareholders, including management, with $900 million in KKR equity securities as part of the initial consideration.
  • 3A portion of the initial equity consideration and potential additional equity will be in the form of unregistered securities, including KKR Common Stock and KKR Restricted Units.
  • 4Performance-based equity awards of up to $550 million are included, contingent on KKR's share price and Arctos' business performance targets, with extended vesting periods.
  • 5The transaction is subject to customary closing conditions, including regulatory and sports approvals, indicating potential timelines for completion.
  • 6KKR has issued a joint press release with Arctos and posted a presentation on its website to communicate the details of this acquisition to investors and analysts.

Frequently Asked Questions

The initial consideration for the acquisition of Arctos Partners is $1.4 billion, consisting of $300 million in cash and $1.1 billion in KKR equity securities. Additionally, there is a potential for up to $550 million in performance-based equity to be earned over time.

The equity consideration includes both KKR Common Stock and KKR Restricted Units. A significant portion of these securities, totaling $920 million of the initial equity and up to $415 million of the potential additional equity, will be unregistered securities issued under Section 4(a)(2) of the Securities Act of 1933. The remaining equity components are expected to be registered and issued under the Company's equity incentive plan.

Yes, KKR has structured potential additional equity of up to $550 million that is tied to both KKR's share price performance and specific business performance targets of Arctos. These awards are subject to vesting through 2031.

The closing of the acquisition is subject to the satisfaction of regulatory and specified sports approvals, as well as other customary conditions. The filing does not provide a specific closing date, but these approvals are a prerequisite for completion.