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  4. [8-K] KKR & Co. Inc. Reports Material Event

Proposed $250M DOJ penalty leaves KKR (NYSE: KKR) saying investors untouched

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

KKR & Co. Inc. (KKR) disclosed that on August 26, 2026 it entered into a Stipulation and Order with the U.S. Department of Justice Antitrust Division to resolve a civil antitrust complaint regarding Hart‑Scott‑Rodino premerger notification requirements for certain 2021–2022 affiliate transactions. Under the Stipulation, and if a proposed final judgment is approved by the U.S. District Court for the Southern District of New York, a KKR subsidiary would pay a $250.0 million civil penalty to the Antitrust Division, and the Antitrust Division would release all defendants from the complaint’s claims and terminate related investigations. KKR stated that the civil penalty will be fully reimbursed by outside law firms, with no financial impact on the firm, its funds, or its investors, and emphasized that it disagrees with the Antitrust Division’s characterization of the matter while preferring to avoid ongoing litigation.

Positive

  • Litigation and investigations resolved: Contingent on court approval of the proposed final judgment, the Antitrust Division would release all defendants from the complaint’s claims and has notified KKR that all related investigations against the company and its affiliates have been terminated.
  • No net financial impact claimed: KKR states that the $250.0 million civil penalty will be fully reimbursed by outside law firms and therefore will have no financial impact on the firm, its funds, or any of its investors.

Negative

  • $250.0 million civil penalty: A KKR subsidiary has agreed, subject to court approval, to pay $250.0 million to the DOJ Antitrust Division to resolve a civil antitrust complaint regarding Hart‑Scott‑Rodino Act premerger notification requirements.

Insights

Analyzing...

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Civil penalty amount $250.0 million Payment by a KKR subsidiary to the DOJ Antitrust Division under the Stipulation, contingent on court approval
Complaint filing date January 14, 2025 Date the Antitrust Division filed its civil antitrust complaint in the U.S. District Court for the Southern District of New York
Stipulation date August 26, 2026 Date KKR entered into the Stipulation and Order with the DOJ Antitrust Division
Transactions period 2021 and 2022 Years in which affiliate transactions at issue under Hart‑Scott‑Rodino premerger notification requirements occurred
6.25% Series D Mandatory Convertible Preferred Stock 6.25% Coupon rate of KKR’s Series D Mandatory Convertible Preferred Stock listed on the New York Stock Exchange
4.625% Subordinated Notes due 2061 4.625% Interest rate on Subordinated Notes of KKR Group Finance Co. IX LLC listed on the New York Stock Exchange
6.875% Subordinated Notes due 2065 6.875% Interest rate on KKR’s Subordinated Notes due 2065 listed on the New York Stock Exchange
Stipulation and Order regulatory
"entered into a Stipulation and Order (the “Stipulation”) with the Antitrust Division"
Hart‐Scott‐Rodino Act of 1976 regulatory
"regarding certain premerger notification requirements under the Hart‐Scott‐Rodino Act of 1976"
Antitrust Procedures and Penalties Act regulatory
"subject to judicial approval under the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16"
civil antitrust complaint regulatory
"to resolve the Antitrust Division’s civil antitrust complaint (the “Complaint”)"
civil penalty regulatory
"The civil penalty will have no financial impact on the firm, our funds"
A civil penalty is a monetary fine imposed by a regulator or government agency for breaking rules or laws, similar to getting a traffic ticket for illegal behavior. It matters to investors because paying a penalty can reduce a company’s cash, hurt profits, damage its reputation, trigger additional oversight, and sometimes signal deeper management or compliance problems that may affect future earnings and the stock price.

FAQ

How much will KKR pay under the proposed settlement disclosed in this 8-K?
A subsidiary of KKR would pay a $250.0 million civil penalty to the DOJ Antitrust Division under the Stipulation, contingent on the proposed final judgment becoming effective after court review under the Antitrust Procedures and Penalties Act.

What does KKR say about the financial impact of the $250 million penalty?
KKR states that the $250.0 million civil penalty will have no financial impact on the firm, its funds, or its investors because it will be fully reimbursed by outside law firms, according to the company’s statement.

Does the settlement require court approval before becoming effective for KKR?
Yes. The Stipulation and proposed final judgment will be filed with the U.S. District Court for the Southern District of New York and are subject to judicial approval under the Antitrust Procedures and Penalties Act to determine whether the judgment is in the public interest.

How does KKR characterize its conduct in the HSR matter?
KKR states that it strongly disagrees with the Antitrust Division’s characterization of the matter and believes it acted in good faith under its prior filing process, which it says was consistent with industry practice, but chose settlement to avoid the distraction of ongoing litigation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
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):August 26, 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, New York 10001
(Address of principal executive offices) (Zip Code)

(212) 750-8300
(Registrant’s telephone number, including area code)

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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
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
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 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).
☐ 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. ☐

Item 7.01
Regulation FD Disclosure.

On August 26, 2026, KKR & Co. Inc. (the “Company”) entered into a Stipulation and Order (the “Stipulation”) with the Antitrust Division of the Department of Justice (the “Antitrust Division”) to resolve the Antitrust Division’s civil antitrust complaint (the “Complaint”), filed against the Company and its affiliates on January 14, 2025 in the U.S. District Court for the Southern District of New York, regarding certain premerger notification requirements under the Hart‐Scott‐Rodino Act of 1976 (“HSR”) for transactions entered into by affiliates of the Company in 2021 and 2022.

Pursuant to the Stipulation and contingent on a proposed final judgment (as described below) becoming effective, the Antitrust Division would release all defendants from claims made in the Complaint, and a subsidiary of the Company would pay $250.0 million to the Antitrust Division. Additionally, the Antitrust Division notified the Company that it has terminated all of its related investigations against the Company and its affiliates. The Stipulation and a proposed final judgment are to be filed with the U.S. District Court for the Southern District of New York. The proposed final judgment is subject to judicial approval under the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, for the limited purpose of determining whether the proposed final judgment is in the public interest.

In connection with the above developments, the Company issued the following statement:

We have agreed to a civil settlement that fully resolves the litigations and all open investigations by the Antitrust Division of the U.S. Department of Justice regarding certain of our HSR filings from 2021 and 2022.  The civil penalty will have no financial impact on the firm, our funds, or any of our investors and will be fully reimbursed by outside law firms.

We strongly disagree with the Antitrust Division’s characterization of this matter.  We believe that our firm acted in good faith at all times under our prior filing process, and that it was consistent with industry practice. However, we determined that ongoing litigation would be a significant distraction for our organization, and we are pleased to put this behind us.

We will continue to conduct our business with integrity and in compliance with applicable laws, and we remain focused on generating positive outcomes for all our stakeholders in the years ahead.

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 (the “Exchange Act”), nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01
Other Events.

The first two paragraphs under Item 7.01 above are hereby incorporated by reference into this Item 8.01.

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: August 26, 2026
By:
/s/ Christopher Lee
 
Name:
Christopher Lee
 
Title:
Secretary


Source: View Original Filing on SEC EDGAR

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