COMMITMENTS AND CONTINGENCIES Funding Commitments and Others
As of December 31, 2025, KKR had unfunded commitments consisting of $10.5 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 December 31, 2025, these capital markets
commitments amounted to $1.0 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 December 31, 2025, have been reduced to reflect the amount expected to be funded by such third parties. As of
December 31, 2025, 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 $7.3 billion as of December 31, 2025. 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 $30.9 million for current
expected credit losses as of December 31, 2025.
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 December 31, 2025, with expiration dates occurring between March 2026 and September
2027. For accounting purposes, these contingent funding obligations are considered guarantees of the obligations of the
development-stage renewable energy projects.
As of December 31, 2025, purchase commitments under agreements with third-party administrators and other service
providers were as follows:
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.
As of December 31, 2025, the approximate aggregate future lease payments required on the asset management
operating leases are as follows:
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Total Lease Payments Required | | |
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Total Operating Lease Liabilities | | |
As of December 31, 2025, the approximate aggregate future lease payments required on the Global Atlantic operating
leases are as follows:
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Total Lease Payments Required | | |
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Total Operating Lease Liabilities | | |
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 December 31, 2025, approximately $150 million of carried interest was subject to this clawback obligation,
assuming that all applicable carry-paying investment funds were liquidated at their December 31, 2025 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 $65 million of that amount from Associates Holdings, which is not
a KKR subsidiary. As of December 31, 2025, Associates Holdings had access to cash reserves sufficient to reimburse the full
$65 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 $5.8 billion as of
December 31, 2025. KKR will acquire control of Associates Holdings when a subsidiary of KKR becomes 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, 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 (including KFN) and certain of
KKR's investment funds have provided and provide certain credit support, such as indemnities and guarantees, relating to a
variety of matters, including non-recourse carve-out guarantees for fraud, willful misconduct and other wrongful acts in
connection with the financing of (i) certain real estate investments that we have made, including KKR's corporate real estate,
and (ii) certain investment vehicles that KKR manages or sponsors.
KKR also has provided, and provides, credit support in connection with its businesses, including:
i.to certain of its subsidiaries' obligations in connection with a limited number of investment vehicles that KKR
manages,
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,
iii.through a contingent guarantee of a subsidiary’s loan repayment obligations, which does not become effective
unless and until its loan becomes accelerated due to certain specified events of default involving the
investment vehicles managed by KJRM,
iv.the obligations of our subsidiaries' funding obligations to our investment vehicles, and
v.certain of our investment vehicles to fund or otherwise be liable for a portion of their investment losses and/or
to provide them 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 fees 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.
In addition, the Global Atlantic business was formerly owned by The Goldman Sachs Group, Inc. (together with its
subsidiaries, "Goldman Sachs"). In connection with the separation of Global Atlantic from Goldman Sachs in 2013, Global
Atlantic entered into a tax benefit payment agreement with Goldman Sachs. Under the tax benefit payment agreement,
Global Atlantic (Fin) Company ("GA FinCo"), a Delaware corporation and wholly-owned indirect subsidiary of TGAFG, the
holding company for the Global Atlantic business, is obligated to make annual payments out of available cash, guaranteed by
Global Atlantic Financial Group Limited, to Goldman Sachs over an approximately 25-year period. As of December 31, 2025,
the present value of the remaining amount to be paid is $46.3 million. Although these payments are subordinated and
deferrable, deferral of these payments would result in restrictions on distributions by GA FinCo and Global Atlantic Financial
Group Limited.
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 (including Global Atlantic) 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.
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 $31.6 million, $17.9 million, and
$20.3 million for the years ended December 31, 2025, 2024, and 2023, respectively, and are included in insurance expenses in
the consolidated statements of operations. As of December 31, 2025 and 2024, the total capacity of the financing
arrangements with third parties was $2.6 billion and $2.4 billion, respectively.
Other than the matters disclosed above, there were no outstanding or unpaid balances from the financing arrangements
with unaffiliated third parties as of both December 31, 2025 and 2024.