12/09/2025 | Press release | Distributed by Public on 12/09/2025 20:15
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Equity Swap (obligation to purchase) | (1) | 12/05/2025 | J/K(1) | 350,430 | 12/08/2025 | 07/16/2027 | Common Stock | 350,430 | (1) | 350,430 | I | See Footnotes(2)(3)(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
KKR Group Partnership L.P. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
|
KKR Group Holdings Corp. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
|
KKR Group Co. Inc. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
|
KKR & Co. Inc. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
|
KKR Management LLP 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
|
KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 30 HUDSON YARDS NEW YORK, NY 10001 |
X | |||
|
ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
X | |||
| See Exhibit 99.1 | 12/09/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On December 4, 2025, KKR Hawaii Aggregator L.P. entered into a total return swap (the "Swap") with a third-party financial counterparty. On December 5, 2025, the initial hedge period was completed, and the number of notional shares of Common Stock covered by the Swap was set at 350,430 shares of Common Stock and the notional price per share was determined to be $73.40. |
| (2) | Pursuant to the Swap, KKR Hawaii Aggregator L.P. has the right to acquire, and the counterparty has the obligation to deliver to KKR Hawaii Aggregator L.P., an aggregate of 350,430 shares of Common Stock. Upon such acquisition and settlement of shares of Common Stock, such shares of Common Stock would be directly held by KKR Hawaii Aggregator L.P. KKR Hawaii Aggregator GP LLC is the general partner of KKR Hawaii Aggregator L.P. KKR North America Fund XIII SCSp is the sole member of KKR Hawaii Aggregator GP LLC. KKR Associates North America XIII SCSp is the general partner of KKR North America Fund XIII SCSp. KKR North America XIII S.a r.l. is the general partner of KKR Associates North America XIII SCSp. KKR North America XIII Holdings Limited is the sole shareholder of KKR North America XIII S.a r.l. |
| (3) | KKR Group Partnership L.P. is the sole shareholder of KKR North America XIII Holdings Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. |
| (4) | Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
|
Remarks: Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4. |
|