Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment
                of Certain Officers; Compensatory Arrangements of Certain Officers.

Equity Incentive Awards to Co-Chief Executive Officers

On December 9, 2021, the Board of Directors of KKR & Co. Inc. ("KKR") approved grants of equity incentive awards to KKR's Co-Chief Executive Officers, Joseph Bae and Scott Nuttall, who were recently promoted to their positions. In order for these awards to vest: (i) KKR's common stock must appreciate meaningfully from its current stock price (the "Market Price Vesting Condition"), and (ii) the Co-Chief Executive Officer must continue to be employed by KKR for the next five years (the "Cliff Service Vesting Condition").

Messrs. Bae and Nuttall were each granted 7.5 million restricted holdings units, which are pursuant to KKR's Amended and Restated 2019 Equity Incentive Plan and provide the recipient with the right to exchange them on a one-for-one basis for KKR common stock after vesting and subject to certain other conditions (the "Awards"). The Awards have a Market Price Vesting Condition that would be met when the average closing price of KKR common stock during 20 consecutive trading days meets or exceeds certain stock price targets. For both recipients, 20% of their Awards are eligible to vest at each of the following KKR common stock prices: $95.80, $105.80, $115.80, $125.80 and $135.80. These stock price targets represent a premium of 27%, 40%, 54%, 67% and 80%, respectively, relative to the KKR common stock's closing price of $75.34 on December 10, 2021.

In addition to the Market Price Vesting Condition, in order for the Awards to vest, the Cliff Service Vesting Condition requires the Co-Chief Executive Officer to be employed by KKR on December 31, 2026 (with exceptions for involuntary termination without cause, death and permanent disability).

These Awards will be automatically forfeited upon the earlier of the Co-Chief Executive Officer's termination of service (except for involuntary termination without cause, death or permanent disability) or the failure to meet the Market Price Vesting Condition by December 31, 2028 (for which continued service is required if the Market Price Vesting Condition is met after December 31, 2026). Following vesting, the Awards will remain subject to minimum retained ownership and transfer restriction requirements.

These Awards are intended to incentivize the Co-Chief Executive Officers to help drive stock price performance in a manner that is aligned with stockholder interests. KKR currently intends that no additional equity incentive awards will be granted to Messrs. Bae and Nuttall during the next five years.

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