UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K
 
CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 4, 2026
 
KKR & Co. Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-34820
88-1203639
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
30 Hudson Yards
New York, NY 10001
Telephone: (212) 750-8300
 
(Address, zip code, and telephone number, including area code, of registrant's principal executive office.)
 
NOT APPLICABLE
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 Trading symbol(s) Name of each exchange on which registered
Common Stock
 KKR
 New York Stock Exchange
4.625% Subordinated Notes due 2061 of KKR Group Finance Co. IX LLC
 KKRS
 New York Stock Exchange
6.25% Series D Mandatory Convertible Preferred Stock
 KKR PR D
 New York Stock Exchange
6.875% Subordinated Notes due 2065
 KKRT
 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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Emerging growth company
 
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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.

Item 3.02.
Unregistered Sales of Equity Securities
 
On February 4, 2026, KKR Summit Holdings L.P. (“Buyer”), an indirect subsidiary of KKR & Co. Inc. (the “Company” and, together with its subsidiaries, “KKR”), entered into a definitive agreement to acquire 100% of Arctos Partners, LP (“Arctos”), an investment firm that provides strategic growth capital and liquidity solutions to sports franchises through its Arctos Sports family of funds and to private investment fund sponsors through its Arctos Keystone family of funds.  The closing of the acquisition (the “Closing”) is subject to the satisfaction of regulatory and specified sports approvals as well as other customary conditions.

Subject to Closing, KKR has agreed to pay $1.4 billion in initial consideration for the seller’s equity interests in Arctos, consisting of cash and equity securities of KKR.  The equity component of this initial consideration includes (i) $900 million of equity securities paid to existing Arctos shareholders including Arctos management, with management’s equity securities subject to vesting through 2030, and (ii) $200 million of additional equity securities to be allocated by 2028 and subject to vesting through 2033. The initial consideration for the acquisition also includes $300 million of cash, subject to contractual purchase price adjustments and other adjustments. In addition, equity of up to $550 million tied to both KKR share price and business-specific performance targets and subject to vesting through 2031 may be earned. The number of shares or units issuable in connection with the initial equity consideration of $1.1 billion will be calculated using $130.62 per share of common stock of the Company (“KKR Common Stock”). The share price used to determine the equity units subject to the business-specific performance targets will be calculated using the daily volume weighted average price per share of the KKR Common Stock for the 20 consecutive trading day period ending on (and including) December 29, 2028 (the “Year-End 2028 Price”). The share price used to determine the units subject to the KKR share price targets will be calculated using the highest applicable KKR share price target, which will be set at Closing.

Certain of the equity securities in the initial consideration and the potential additional equity will be unregistered securities issuable pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The unregistered securities include $920 million of the $1.1 billion initial equity consideration comprised of the following: (i) 1.504 million shares of KKR Common Stock and (ii) 5.540 million of restricted holdings units that once vested are exchangeable for shares of KKR Common Stock on a one-for-one basis (“KKR Restricted Units”). In addition, $415 million of the $550 million potential additional securities that are subject to KKR share price and business-specific performance targets will be unregistered KKR Restricted Units. The remaining equity components of the initial consideration and potential additional equity are expected to be registered and issued under the Company’s equity incentive plan.

Item 7.01
Regulation FD Disclosure.

On February 5, 2026, the Company and Arctos issued a joint press release announcing the entry into definitive agreements with respect to the
acquisition of Arctos. The press release is furnished as Exhibit 99.1 to this report.  The Company also posted a presentation on its website for KKR common stockholders and analysts entitled “KKR & Co. Inc. Acquisition of Arctos”. The presentation is accessible at the Investor Center for KKR & Co. Inc. at https://ir.kkr.com/events-presentations/. From time to time, KKR uses its website as a channel of distribution of financial and other important information about the company. Information on the website is not incorporated by reference herein and is not a part of this Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits

Exhibit No.
  
Description
 
Joint Press Release of KKR & Co. Inc. and Arctos Partners, LP, dated February 5, 2026.
Exhibit 104
  
Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KKR & CO. INC.
     



Date: February 5, 2026
By:

Name: Christopher Lee

Title: Secretary
 
Exhibit 99.1

KKR to Acquire Arctos, Establishing a New Platform for Sports, GP Solutions and Secondaries in a Strategic Transaction Initially Valued at $1.4 Billion

Arctos will become a fully integrated investment unit of KKR

Transaction expected to be accretive per share across key financial metrics immediately post-closing

NEW YORK – February 5, 2026 – KKR & Co. Inc., a leading global investment firm, today announced that it has entered into a definitive agreement to acquire Arctos Partners (“Arctos”), a premier institutional investor in professional sports franchise stakes and a leader in asset management solutions for sponsors. The transaction is valued at $1.4 billion in initial consideration, including equity subject to vesting through 2033, plus up to an additional $550 million in future equity tied to both KKR share price and business-specific performance targets and vesting through 2031.

Founded by Ian Charles and Doc O'Connor in 2019 and headquartered in Dallas, Texas, Arctos is the largest institutional investor in professional sports franchises and a recognized innovator in providing strategic capital to asset management firms through structured solutions. The firm manages approximately $15 billion in Assets Under Management (“AUM”) and provides bespoke growth and liquidity solutions to sports franchises (“Arctos Sports”) and alternative asset managers (“Arctos Keystone” or “GP Solutions”).

Charles and O’Connor, Managing Partners of Arctos, said, “KKR is a preeminent global investment firm and ideally positioned to help us achieve the vision we have for Arctos. We see tremendous opportunity to better serve the sports industry and the sponsor community, but the key to that unlock is a partnership that will provide access to strategic, financial and operational resources to accelerate our existing businesses. At the same time, we will be able to leverage KKR’s broad range of products and capabilities to extend and enhance our relationships with leagues, teams, GPs and sponsors. Through this transaction, we will become an even stronger partner to the markets and investors that we serve, which has been our goal from the very beginning.”

Joe Bae and Scott Nuttall, Co-Chief Executive Officers of KKR, said, “Arctos has created a distinctive and scaled platform across sports investing and capital solutions for asset managers, and the team has extensive experience in secondaries—three areas where we see significant long-term opportunity. The team has complementary strengths, strong cultural alignment, and an entrepreneurial approach that fits well with KKR. We look forward to working together to build a platform that expands opportunities across the entire KKR ecosystem.”

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Strategic Rationale
The acquisition advances KKR’s strategy to scale its platform by building and acquiring complementary businesses in large addressable markets where KKR has the ability to be a leader. Bringing Arctos into KKR will provide access to capital and capabilities that will fuel the growth of Arctos’ existing businesses while also deepening KKR’s sourcing and origination capabilities and expanding its long-duration capital base.


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Exceptional Business and Management Team. Managing Partners Ian Charles and Doc O’Connor, supported by a 76-person team, bring decades of expertise in sports, GP solutions and secondaries. Charles is a pioneer and innovator in the secondaries space, having cofounded the first secondaries market advisory firm, Cogent Partners, and later spending over a decade at Landmark Partners, where he was a Partner and helped design and execute the firm’s private equity strategy. O’Connor brings over 40 years of experience and unparalleled relationships in the sports ecosystem, having previously served as CEO of Madison Square Garden Company, and prior to that as Managing Partner of CAA, where he built what became the world’s leading entertainment and diversified sports agency business.

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Leadership in Sports Investing. Arctos provides KKR with a differentiated entry point into the sports franchise stakes sector, a category characterized by historical and expected long-term value appreciation and growing global demand. Arctos is the largest institutional investor in professional sports franchise stakes and the only firm approved for multiteam ownership across all five major U.S. leagues (NBA, NFL, MLB, NHL, MLS). With access to the breadth of KKR’s asset management business and product suite, Arctos will have more ways to strategically partner with teams and owners.

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Scaled and Growing GP Solutions Platform. As a top five player in GP solutions, Arctos’ Keystone platform offers flexible, non-dilutive capital solutions for GPs across private markets. This segment of the broader manager and fund finance market has grown rapidly in recent years and continues to expand. As part of KKR, Arctos will be able to provide GPs access to a wider range of capital solutions, with greater flexibility on structure, permanence and cost of capital.

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New Platform for Secondaries and Solutions. The private equity secondaries market saw record activity in 2025, with LP-led and GP-led volumes of approximately $226 billion, up 41% from 2024 and a compound annual growth rate of roughly 20% since 2013. Arctos’ experience and leadership provide a strong foundation and clear path for KKR to build and scale a leading secondaries and solutions business.

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Enhanced Sourcing and Origination. Arctos meaningfully expands the reach of KKR’s proprietary origination and sourcing engine with complementary synergies across private equity, credit, infrastructure, real estate, insurance and capital markets. Utilizing these sources of capital, Arctos will also be positioned to expand its existing relationships across leagues, teams, GPs and sponsors.

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Enhanced Wealth and Institutional Distribution. Sports and GP solutions asset classes resonate strongly with high-net-worth and mass-affluent investors. Arctos will similarly be able to grow its client base by virtue of having access to KKR’s global network, distribution and product development capabilities.
 
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Expected to increase KKR’s earnings and long-duration capital base. Taking into account the transaction, perpetual and long-dated capital would represent 53% of KKR’s $759 billion of AUM.

Upon closing, Arctos’ Managing Partners Charles and O’Connor will join KKR as Partners, and Arctos’ full team and operations will become part of KKR. KKR will form a new investing business, KKR Solutions, which will be led by Charles. KKR Solutions will include Arctos’ Sports and Keystone businesses and serve as the home of a scaled multi-asset class secondaries business KKR will build over time.

“Ian Charles is one of the most experienced leaders in the secondaries space.” Bae and Nuttall added. “We have known Ian for more than a decade and have worked closely with him, including on KKR’s first structured secondaries transaction—a milestone that ultimately laid the foundation for our Health Care and Technology Growth platforms, which today manage over $17 billion of capital. With the team’s track record and history of innovation, we know Arctos is the right partner to help us build a leading franchise across sports, GP solutions and secondaries.”

Terms of the Transaction & Additional Details

KKR has agreed to acquire 100% of Arctos in a strategic transaction valued at $1.4 billion in initial consideration, including equity subject to vesting through 2033, plus up to an additional $550 million in future equity tied to both KKR share price and business-specific performance targets and vesting through 2031.

Initial consideration of $1.4 billion consists of $300 million in cash, $900 million of equity to existing Arctos shareholders (with Arctos management’s portion subject to vesting through 2030), and $200 million of additional equity to be allocated by 2028 and subject to vesting through 2033.

The transaction is expected to be accretive per share across key financial metrics immediately post-closing.

The transaction is subject to regulatory and specified sports league approvals, as well as customary closing conditions.

KKR was advised by Simpson Thacher, as legal counsel, and Kirkland & Ellis as sports counsel. Arctos was advised by Kirkland & Ellis as legal counsel. BofA Securities acted as exclusive financial advisor for Arctos. KKR has filed an 8-K and posted an accompanying presentation on its website for KKR common stockholders and analysts entitled “KKR & Co. Inc. Acquisition of Arctos”. The presentation is accessible at the Investor Center for KKR & Co. Inc. at https://ir.kkr.com/events-presentations/.

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About KKR
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 Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

About Arctos
Arctos is a private investment firm designed to catalyze growth and unlock value in complex, illiquid, and underserved markets. Founded in 2019, the firm’s investment businesses span private equity and real assets (Arctos Keystone) and premier sports franchises (Arctos Sports), delivering bespoke capital solutions, differentiated insights, and purpose-built operating capabilities to industry leaders in both markets. The firm’s innovative approach is anchored by its unique quantitative research and data science platform, Arctos Insights. Arctos has a team of more than 75 investment and operational professionals with expertise across industries, geographies, and economic cycles. The firm is headquartered in Dallas, with office locations in New York, Boston, and London. For more information, visit www.arctospartners.com or Arctos’ company page on LinkedIn.

Forward Looking Statements

This press release contains certain forward-looking statements pertaining to KKR, including with respect to the investment funds, and vehicles and accounts managed by KKR, Global Atlantic insurance companies, and Arctos. Forward-looking statements relate to expectations, estimates, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, including with respect to KKR’s proposed acquisition of Arctos and the acquisition’s effect on our business. You can identify these forward-looking statements by the use of words such as “opportunity,” “outlook,” “believe,” “think,” “expect,” “feel,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate,” “visibility,” “positioned,” “path to,” “conviction,” “enables,” the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters. These forward-looking statements are based on KKR’s beliefs, assumptions and expectations, but these beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to KKR or within its control. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. Past performance is no guarantee of future results. All forward-looking statements speak only as of the date of this presentation. KKR does not undertake any obligation to update any forward-looking 

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statements to reflect circumstances or events that occur after the date of this presentation except as required by law. Please see the Appendix of the accompanying presentation entitled “KKR & Co. Inc. Acquisition of Arctos” and available at the Investor Center for KKR & Co. Inc. at https://ir.kkr.com/events-presentations/ for additional important information about forward-looking statements, including the assumptions and risks concerning projections and estimates of future performance. Information about factors affecting KKR, including a description of risks that should be considered when making a decision to purchase or sell any securities of KKR, can be found in KKR & Co. Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, and its other filings with the SEC, which are available at www.sec.gov.

Contacts

Investors
Craig Larson
1-877-610-4910 (U.S.) / 212-230-9410
investor-relations@kkr.com

KKR Media
Kristi Huller
212-750-8300
media@kkr.com

Arctos Media
Prosek Partners
Pro-Arctos@Prosek.com
 

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