KKR Infrastructure Conglomerate 10-Q 2024 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to        

Commission file number 000-56484

KKR Infrastructure Conglomerate LLC

(Exact name of registrant as specified in its charter)

Delaware	92-0477563
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
30 Hudson Yards, New York, NY	10001
(Address of principal executive offices)	(Zip Code)

(212) 750-8300

(Registrant's telephone number, including area code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	None.	None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  o 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒   No  o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	☒	Smaller reporting company	o
		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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o   No ☒

As of May 6, 2024, the registrant had 7,781 Class I Shares, 41,284,994 Class U Shares, 671,720 Class R-D Shares, 25,826,556 Class R Shares, 388 Class D Shares, 38,870 Class R-S Shares, 40 Class E Shares, 52,588 Class F Shares, 40 Class G Shares and 40 Class H Shares outstanding. The number of Shares outstanding excludes May 1, 2024 subscriptions since the issuance price is not yet finalized as of the date of this filing.

Table of Contents

	Page
Part I - Financial Information	1
Item 1. Financial Statements	1
Consolidated Statements of Assets and Liabilities as of March 31, 2024 (Unaudited) and December 31, 2023	1
Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)	3
Consolidated Statement of Changes in Net Assets for the three months ended March 31, 2024 (Unaudited)	4
Consolidated Statement of Cash Flows for the three months ended March 31, 2024 (Unaudited)	5
Condensed Consolidated Schedules of Investments as of March 31, 2024 (Unaudited) and December 31, 2023	6
Notes to Consolidated Financial Statements (Unaudited)	10
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures about Market Risk	37
Item 4. Controls and Procedures	39
Part II - Other Information	40
Item 1. Legal Proceedings	40
Item 1A. Risk Factors	40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3. Defaults Upon Senior Securities	41
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	41
Signatures	43

Special Note Regarding Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:

•our future operating results;

•our business prospects and the prospects of the Infrastructure Assets we own and control;

•our ability to raise sufficient capital to execute our acquisition strategies;

•the ability of the Manager to source adequate acquisition opportunities to efficiently deploy capital;

•the ability of our Infrastructure Assets to achieve their objectives;

•our current and expected financing arrangements;

•changes in the general interest rate environment;

•the adequacy of our cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from our Infrastructure Assets;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with the Manager or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we own and control Infrastructure Assets;

•our use of financial leverage;

•the ability of the Manager to identify, acquire and support our Infrastructure Assets;

•the ability of the Manager or its affiliates to attract and retain highly talented professionals;

•our ability to structure acquisitions and joint ventures in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises through which we own and control Infrastructure Assets.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth elsewhere in this Quarterly Report on Form 10-Q, “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”). Other factors that could cause actual results to differ materially include:

•changes in the economy;

•risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy; and

•future changes in laws or regulations and conditions in our operating areas.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by law.

Part I.    Financial Information

Item 1.    Financial Statements

KKR Infrastructure Conglomerate LLC

Consolidated Statements of Assets and Liabilities

(Amounts in Thousands, Except Share and Per Share Data)

	March 31, 2024 (Unaudited)		December 31, 2023
Assets
Investments at fair value (cost of $919,367 and $895,257, respectively)	$	1,021,161	$	983,552
Cash and cash equivalents	662,484		278,417
Prepaids and other assets	1,724		—
Deferred offering costs	331		826
Due from Manager	1,923		16,549
Dividends receivable	2,931		1,429
Subscription receivable	1,544		—
Unrealized appreciation on foreign currency forward contracts	4,437		28
Total assets	$	1,696,535	$	1,280,801
Liabilities
Unrealized depreciation on foreign currency forward contracts	$	8,317	$	18,890
Accrued performance participation allocation	12,412		8,335
Accrued shareholder servicing fees and distribution fees	66,976		51,440
Distributions payable	14,778		9,480
Directors' fees and expenses payable	115		116
Other accrued expenses and liabilities	5,579		2,938
Payable for investments acquired	6,798		—
Due to Manager	3,539		19,174
Organization costs payable	—		48
Offering costs payable	—		8
Total liabilities	$	118,514	$	110,429
Commitments and contingencies (Note 8)
Net assets	$	1,578,021	$	1,170,372
Net assets are comprised of
Class I Shares, 7,702 and 131,691 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	$	209	$	3,552
Class U Shares, 37,019,137 and 28,088,229 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	940,548		706,586
Class R-D Shares, 468,875 and 353,076 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	12,498		9,328
Class R Shares, 22,897,848 and 16,671,146 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	622,628		449,523
Class D Shares, 384 and 380 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	11		11

1

Class R-S Shares, 27,062 shares authorized, issued and outstanding as of March 31, 2024	701		—
Class E Shares, 40 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023	1		1
Class F Shares, 51,217 and 49,830 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	1,423		1,369
Class G Shares, 40 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023	1		1
Class H Shares, 40 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023	1		1
Net assets	$	1,578,021	$	1,170,372

See notes to financial statements.

2

KKR Infrastructure Conglomerate LLC

Consolidated Statements of Operations (Unaudited)

(Amounts in Thousands)

	Three Months Ended March 31,
	2024		2023
Investment income
Dividend income	$	6,905	$	—
Total investment income	$	6,905	$	—
Operating expenses
Performance participation allocation	$	4,077	$	—
General and administration expenses	3,786		161
Management fee expense	3,767		—
Deferred offering costs amortization	495		—
Directors' fees and expenses	139		—
Organization costs	—		2,802
Total operating expenses	$	12,264	$	2,963
Less: Expenses reimbursed by Manager	(1,923)		(2,963)
Less: Management fee credits	(3,767)		—
Net operating expenses	$	6,574	$	—
Net investment income	$	331	$	—
Net realized gain (loss) on investments, foreign currency and foreign currency forward contracts
Net realized gain (loss) on
Foreign currency	$	(274)	$	—
Total net realized gain (loss)	$	(274)	$	—
Net change in unrealized appreciation (depreciation) on investments, foreign currency translation and foreign currency forward contracts
Net change in unrealized appreciation (depreciation) before income taxes on
Investments	$	29,713	$	—
Foreign currency translation	(16,215)		—
Foreign currency forward contracts	14,982		—
Total net change in unrealized appreciation (depreciation) before income taxes	$	28,480	$	—
Provision for (benefit from) income taxes	285		—
Total net change in unrealized appreciation (depreciation) after income taxes	$	28,195	$	—
Net increase in net assets resulting from operations	$	28,252	$	—

See notes to financial statements.

3

KKR Infrastructure Conglomerate LLC

Consolidated Statement of Changes in Net Assets

(Amounts in Thousands)

	Class I Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total Shareholders' Equity (Net Assets)
Balance at December 31, 2023	$	3,552	$	706,586	$	9,328	$	449,523	$	11	$	—	$	1	$	1,369	$	1	$	1	$	1,170,372
Consideration from the issuance of shares	210		238,342		3,070		162,071		—		738		—		38		—		—		404,469
Repurchases of shares	—		(109)		—		(260)		—		—		—		—		—		—		(369)
Reinvestment of distributions	—		4,114		69		3,029		—		—		—		—		—		—		7,212
Transfers in	—		—		—		4,074		—		—		—		—		—		—		4,074
Transfers out	(3,552)		(522)		—		—		—		—		—		—		—		—		(4,074)
Accrued shareholder servicing fees and distribution fees	—		(17,054)		(65)		—		—		(36)		—		—		—		—		(17,155)
Distributions declared	(2)		(8,222)		(123)		(6,411)		—		(6)		—		(14)		—		—		(14,778)
Early repurchase fee	—		11		—		7		—		—		—		—		—		—		18
Net investment income (loss)	—		205		2		120		—		—		—		4		—		—		331
Net realized gain (loss)	—		(168)		(2)		(104)		—		—		—		—		—		—		(274)
Net change in unrealized appreciation (depreciation)	1		17,365		219		10,579		—		5		—		26		—		—		28,195
Balance at March 31, 2024 (Unaudited)	$	209	$	940,548	$	12,498	$	622,628	$	11	$	701	$	1	$	1,423	$	1	$	1	$	1,578,021

See notes to financial statements.

4

KKR Infrastructure Conglomerate LLC

Consolidated Statement of Cash Flows (Unaudited)

(Amounts in Thousands)

	For the Three Months Ended March 31, 2024
Operating activities
Net increase in net assets from operations	$	28,252
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Class F Shares issued as payment of directors' fees and expenses	38
Deferred offering costs amortization	495
Acquisition of Infrastructure Assets	(18,730)
Net change in unrealized appreciation on investments	(29,713)
Net change in unrealized depreciation on foreign currency translation	16,215
Net change in unrealized appreciation on foreign currency forward contracts	(14,982)
Changes in operating assets and liabilities:
(Increase) in prepaids and other assets	(305)
Decrease in due from Manager	14,626
(Increase) in dividends receivable	(1,502)
Increase in accrued performance participation allocation	4,077
(Decrease) in directors' fees and expenses payable	(1)
Increase in other accrued expenses and liabilities	2,641
(Decrease) in due to Manager	(14,085)
(Decrease) in organization costs payable	(48)
(Decrease) in offering costs payable	(8)
Net cash used in operating activities	(13,030)
Financing activities
Proceeds from issuance of shares	402,887
Payment on repurchases of shares	(351)
Payment of shareholder servicing fees and distribution fees	(1,197)
Payment for offering costs	(1,974)
Distributions	(2,268)
Net cash provided by financing activities	397,097
Net increase in cash and cash equivalents	384,067
Cash and cash equivalents, beginning of period	278,417
Cash and cash equivalents, end of period	$	662,484
Supplemental disclosure of cash flow information
Reinvestment of distributions	$	7,212
Change in subscriptions receivable	(1,544)
Change in shareholder servicing fees and distribution fees payable	(17,155)

See notes to financial statements.

5

KKR Infrastructure Conglomerate LLC

Condensed Consolidated Schedule of Investments (Unaudited) as of March 31, 2024

(Amounts in Thousands)

Issuer	Asset	Industry	Geography	Valuation Level	Currency	Settlement Date	Notional	Estimated Fair Value		Estimated Fair Value as a Percentage of Net Assets
Infrastructure Assets
Digital Infrastructure - 8.3%
Vantage Towers AG	Equity Interest Held Through KKR Oak Aggregator L.P.	Digital Infrastructure	EMEA	Level III	EUR	N/A	N/A	$	113,350	7.2	%
Other Infrastructure Assets	Equity Interest Held Through Stellar Asia Holdings I Pte. Ltd.	Digital Infrastructure	Asia-Pacific	Level III	SGD	N/A	N/A	17,331		1.1	%
Energy Security - 11.3%
Pembina Gas Infrastructure Inc.	Equity Interest Held Through KKR Eagle Aggregator L.P.	Energy Security	North America	Level III	CAD	N/A	N/A	153,690		9.7	%
Other Infrastructure Assets	Equity Interest Held Through KKR Denali Aggregator L.P.	Energy Security	North America	Level III	USD	N/A	N/A	24,300		1.5	%
Energy Transition - 12.6%
Albioma SA	Equity Interest Held Through KKR Kyoto Aggregator L.P.	Energy Transition	EMEA	Level III	EUR	N/A	N/A	182,453		11.6	%
Other Infrastructure Assets	Equity Interest Held Through KKR Global Climate Zeus Aggregator L.P.	Energy Transition	EMEA	Level III	GBP	N/A	N/A	15,725		1.0	%
Industrial Infrastructure - 10.7%
Refresco Group B.V.	Equity Interest Held Through KKR Pegasus Aggregator L.P.	Industrial Infrastructure	EMEA	Level III	EUR	N/A	N/A	168,175		10.7	%
Social Infrastructure - 21.9%
Grove Education Partners Holdco Limited	Equity Interest Held Through KKR Percival Aggregator L.P.	Social Infrastructure	EMEA	Level III	GBP	N/A	N/A	346,137		21.9	%
Total Infrastructure Assets Investments (cost of $919,367)								$	1,021,161	64.7	%
Foreign Currency Forward Contracts
Goldman, Sachs & Co.	Sell CAD/USD	N/A	N/A	Level II	CAD	June 28, 2024	91,000	$	329	—	%
Nomura International PLC	Sell CAD/USD	N/A	N/A	Level II	CAD	June 28, 2024	91,000	307		—	%
Goldman, Sachs & Co.	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	123,000	1,136		0.1	%
Nomura International PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	123,000	1,105		0.1	%

6

Barclays Bank PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	9,000	291		—	%
Nomura International PLC	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	74,500	(3,688)		(0.2)	%
Barclays Bank PLC	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	74,500	(3,706)		(0.2)	%
Royal Bank of Canada	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	27,400	(775)		—	%
Goldman, Sachs & Co.	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	6,200	(148)		—	%
Goldman, Sachs & Co.	Sell SGD/USD	N/A	N/A	Level II	SGD	June 28, 2024	5,600	56		—	%
Nomura International PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	36,300	254		—	%
Goldman, Sachs & Co.	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	9,000	90		—	%
Nomura International PLC	Sell CAD/USD	N/A	N/A	Level II	CAD	June 28, 2024	10,500	18		—	%
Nomura International PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	57,000	666		—	%
Goldman, Sachs & Co.	Sell SGD/USD	N/A	N/A	Level II	SGD	June 28, 2024	15,500	155		—	%
Goldman, Sachs & Co.	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	6,300	25		—	%
Goldman, Sachs & Co.	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	10,300	5		—	%
Total Foreign Currency Forward Contracts								$	(3,880)	(0.2)	%
Investments in Money Market Funds
Morgan Stanley Institutional Liquidity Funds Government Portfolio		N/A	N/A	Level I	USD	N/A	N/A	$	613,549	38.9	%
Total Investments in Money Market Funds (cost of $613,549)								$	613,549	38.9	%
Total Investments and Cash Equivalents (cost of $1,532,916)								$	1,630,830	103.4	%

See notes to financial statements.

7

KKR Infrastructure Conglomerate LLC

Condensed Consolidated Schedule of Investments as of December 31, 2023

(Amounts in Thousands)

Issuer	Asset	Industry	Geography	Valuation Level	Currency	Settlement Date	Notional	Estimated Fair Value		Estimated Fair Value as a Percentage of Net Assets
Infrastructure Assets
Digital Infrastructure - 10.0%
Vantage Towers AG	Equity Interest Held Through KKR Oak Aggregator L.P.	Digital Infrastructure	EMEA	Level III	EUR	N/A	N/A	$	111,983	9.6	%
Other Infrastructure Assets	Equity Interest Held Through Stellar Asia Holdings I Pte. Ltd.	Digital Infrastructure	Asia-Pacific	Level III	SGD	N/A	N/A	4,689		0.4	%
Energy Security - 14.7%
Pembina Gas Infrastructure Inc.	Equity Interest Held Through KKR Eagle Aggregator L.P.	Energy Security	North America	Level III	CAD	N/A	N/A	156,178		13.3	%
Other Infrastructure Assets	Equity Interest Held Through KKR Denali Aggregator L.P.	Energy Security	North America	Level III	USD	N/A	N/A	16,830		1.4	%
Energy Transition - 15.6%
Albioma SA	Equity Interest Held Through KKR Kyoto Aggregator L.P.	Energy Transition	EMEA	Level III	EUR	N/A	N/A	173,823		14.9	%
Other Infrastructure Assets	Equity Interest Held Through KKR Global Climate Zeus Aggregator L.P.	Energy Transition	EMEA	Level III	GBP	N/A	N/A	9,015		0.8	%
Industrial Infrastructure - 14.7%
Refresco Group B.V.	Equity Interest Held Through KKR Pegasus Aggregator L.P.	Industrial Infrastructure	EMEA	Level III	EUR	N/A	N/A	172,087		14.7	%
Social Infrastructure - 29.0%
Grove Education Partners Holdco Limited	Equity Interest Held Through KKR Percival Aggregator L.P.	Social Infrastructure	EMEA	Level III	GBP	N/A	N/A	338,947		29.0	%
Total Infrastructure Assets Investments (cost of $895,257)								$	983,552	84.1	%
Foreign Currency Forward Contracts
Goldman, Sachs & Co.	Sell CAD/USD	N/A	N/A	Level II	CAD	June 28, 2024	91,000	$	(1,222)	(0.1)	%
Nomura International PLC	Sell CAD/USD	N/A	N/A	Level II	CAD	June 28, 2024	91,000	(1,246)		(0.1)	%
Goldman, Sachs & Co.	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	123,000	(2,460)		(0.2)	%
Nomura International PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	123,000	(2,491)		(0.2)	%

8

Barclays Bank PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	9,000	28		—	%
Nomura International PLC	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	74,500	(4,613)		(0.4)	%
Barclays Bank PLC	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	74,500	(4,631)		(0.4)	%
Royal Bank of Canada	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	27,400	(1,115)		(0.1)	%
Goldman, Sachs & Co.	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	6,200	(225)		—	%
Goldman, Sachs & Co.	Sell SGD/USD	N/A	N/A	Level II	SGD	June 28, 2024	5,600	(58)		—	%
Nomura International PLC	Sell EUR/USD	N/A	N/A	Level II	EUR	June 28, 2024	36,300	(808)		(0.1)	%
Goldman, Sachs & Co.	Sell GBP/USD	N/A	N/A	Level II	GBP	June 28, 2024	9,000	(21)		—	%
Total Foreign Currency Forward Contracts								$	(18,862)	(1.6)	%
Investments in Money Market Funds
Morgan Stanley Institutional Liquidity Funds Government Portfolio		N/A	N/A	Level I	USD	N/A	N/A	$	278,417	23.8	%
Total Investments in Money Market Funds (cost of $278,417)								$	278,417	23.8	%
Total Investments and Cash Equivalents (cost of $1,173,674)								$	1,243,107	106.3	%

See notes to financial statements.

9

KKR Infrastructure Conglomerate LLC

Notes to Financial Statements (Unaudited)

(All Amounts in Thousands, Except Share and Per Share Data, and Except Where Noted)

1.Organization

KKR Infrastructure Conglomerate LLC (“K-INFRA” and the “Company”) was formed on September 23, 2022 as a limited liability company under the laws of the state of Delaware and the Company operates its business in a manner permitting it to be excluded from the definition of an “investment company” under the Investment Company Act of 1940, as amended. The Company is a holding company that seeks to acquire, own and control portfolio companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held (“Infrastructure Assets”), with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation. The Company commenced principal operations on June 1, 2023.

K-INFRA conducts a continuous private offering of its investor shares: Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-D Shares, Class R-S Shares and Class R Shares (collectively, the “Investor Shares” and, collectively with the Class E Shares, Class F Shares, Class G Shares and Class H Shares, the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including under Regulation D and Regulation S, (i) to accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act).

Holders of Investor Shares have equal rights and privileges with each other, except that Class D Shares, Class U Shares, Class I Shares, Class R-D Shares and Class R Shares do not pay a sales load or dealer-manager fees, the Class I Shares and Class R Shares are not subject to any servicing or distribution fees and the Class D Shares or Class R-D Shares are not subject to any distribution fees.

Holders of Class E Shares, Class F Shares, Class G Shares and Class H Shares (collectively, the “KKR Shares”) have equal rights and privileges with each other and, except for the Class G Shares, no class of shares will have any rights, powers or preferences with respect to determining the number of directors constituting the entire Board of Directors the (“Board”) or the appointment, election, or removal of any directors of officers of the Company. Kohlberg Kravis Roberts & Co. L.P. (together with its subsidiaries, “KKR”), through its ownership of all of the Company’s outstanding Class G Shares, hold, directly and indirectly, all of the voting power of the Company. The KKR Shares are not subject to the Management Fee (defined herein) or the Performance Participation Allocation (defined herein), and are not subject to any servicing or distribution fees.

The Company is sponsored by KKR and benefits from KKR’s infrastructure sourcing and management platform pursuant to a management agreement entered into with KKR DAV Manager LLC (the “Manager”) to support the Company in managing its portfolio of Infrastructure Assets with the objective of generating risk-adjusted returns consisting of both current income and capital appreciation for holders of Shares (the “Shareholders”).

2.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements (referred to hereafter as the “financial statements”) are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are stated in United States (“U.S.”) dollars. The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates.

The Company’s consolidated financial statements are prepared using the accounting and reporting guidance under Accounting Standards Codification 946, Financial Services—Investment Companies (“ASC 946”).

Basis of Consolidation

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As provided under Regulation S-X and ASC 946, the Company will generally not consolidate its investment in a company other than a wholly owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidates in its consolidated financial statements the accounts of certain wholly owned subsidiaries that meet the criteria. All significant intercompany balances and transactions have been eliminated in consolidation.

Adoption of new and revised accounting standards

The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.

For a detailed discussion about the Company’s significant accounting policies, see Note 2 to the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. During the three months ended March 31, 2024, there were no significant updates to the Company’s significant accounting policies.

3.Investments

Summarized Infrastructure Assets Financial Information

The following table presents unaudited summarized financial information for the three months ended March 31, 2024 for the Infrastructure Assets in the aggregate in which the Company has an indirect equity interest:

Summarized Operating Data:

	For the Three Months Ended March 31, 2024
Revenues	$	2,490,578
Expenses	2,462,852
Income before taxes	27,726
Income tax expense (benefit)	(53,203)
Consolidated net income (loss)	80,929
Net income (loss) attributable to non-controlling interests	(5,944)
Net income (loss)	$	86,873

The net income above represents the aggregated net income attributable to the controlling interests in each of the Company’s Infrastructure Assets and does not represent the Company’s proportionate share of income.

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4.Fair Value Measurements - Investments

The following tables present fair value measurements of investments, by major class, according to the fair value hierarchy:

	March 31, 2024
Investments	Level I		Level II		Level III		Fair Value
Infrastructure Assets	$	—	$	—	$	1,021,161	$	1,021,161
Unrealized appreciation on foreign currency forward contracts	—		4,437		—		4,437
Unrealized depreciation on foreign currency forward contracts	—		(8,317)		—		(8,317)
Investments in Money Market Funds	613,549		—		—		613,549
Total	$	613,549	$	(3,880)	$	1,021,161	$	1,630,830

	December 31, 2023
Investments	Level I		Level II		Level III		Fair Value
Infrastructure Assets	$	—	$	—	$	983,552	$	983,552
Unrealized appreciation on foreign currency forward contracts	—		28		—		28
Unrealized depreciation on foreign currency forward contracts	—		(18,890)		—		(18,890)
Investments in Money Market Funds	278,417		—		—		278,417
Total	$	278,417	$	(18,862)	$	983,552	$	1,243,107

The following table provides a reconciliation of the beginning and ending balances for investments that use Level III inputs for the three months ended March 31, 2024:

Investments	Balance as of December 31, 2023		Purchases		Net change in unrealized appreciation on investments		Net change in unrealized depreciation on foreign currency translation		Balance as of March 31, 2024
Infrastructure Assets	$	983,552	$	24,111	$	29,713	$	(16,215)	$	1,021,161
Total	$	983,552	$	24,111	$	29,713	$	(16,215)	$	1,021,161

The total change in unrealized appreciation included in the Consolidated Statements of Operations within net change in unrealized appreciation (depreciation) for the three months ended March 31, 2024 attributable to Level III investments and foreign currency translation still held at March 31, 2024 was $29,713 and $(16,215), respectively.

The following table presents the quantitative information about Level III fair value measurements of the Company’s Infrastructure Assets as of March 31, 2024 and December 31, 2023:

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					As of March 31, 2024		As of December 31, 2023
Level III Assets	Fair Value March 31, 2024	Fair Value December 31, 2023	Valuation Methodology & Inputs	Unobservable Input(s) (1)	Weighted Average (2)	Range	Weighted Average (2)	Range	Impact to Valuation from an Increase in Input (3)
Infrastructure Assets	$1,021,161	$983,552	Inputs to market comparables, discounted cash flow and transaction price/other	Illiquidity Discount	5.1%	5.0% - 10.0%	5.1%	5.0% - 10.0%	Decrease
				Weight Ascribed to Market Comparables	3.8%	—% - 25.0%	4.0%	—% - 25.0%	(4)
				Weight Ascribed to Discounted Cash Flow	94.5%	—% - 100.0%	94.6%	—% - 100.0%	(5)
				Weight Ascribed to Transaction Price/Other	1.7%	—% - 100.0%	1.4%	—% - 100.0%	(6)
			Market Comparables	Enterprise Value / Forward EBITDA Multiple	10.6x	10.6x - 10.6x	10.5x	10.5x - 10.5x	Increase
			Discounted Cash Flow	Weighted Average Cost of Capital	9.8%	6.9% - 14.9%	9.7%	6.7% - 12.1%	Decrease
				Enterprise Value / LTM EBITDA Exit Multiple	13.8x	7.1x - 20.0x	13.9x	9.5x - 21.0x	Increase

(1) In determining the inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies, and company-specific developments including exit strategies and realization opportunities. The Manager has determined that market participants would take these inputs into account when valuing the investments. “LTM” means Last Twelve Months.

(2) Inputs are weighted based on fair value of the investments included in the range.

(3) Unless otherwise noted, this column represents the directional change in the fair value of the Level III investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.

(4) The directional change from an increase in the weight ascribed to the market comparables approach would increase the fair value of the Level III investments if the market comparables approach results in a higher valuation than the discounted cash flow approach and transaction price approach. The opposite would be true if the market comparables approach results in a lower valuation than the discounted cash flow approach and transaction price approach.

(5) The directional change from an increase in the weight ascribed to the discounted cash flow approach would increase the fair value of the Level III investments if the discounted cash flow approach results in a higher valuation than the market comparables approach and transaction price approach. The opposite would be true if the discounted cash flow approach results in a lower valuation than the market comparables approach and transaction price approach.

(6) The directional change from an increase in the weight ascribed to the transaction price approach would increase the fair value of the Level III investments if the transaction price approach results in a higher valuation than the market comparables approach and discounted cash flow approach. The opposite would be true if the transaction price approach results in a lower valuation than the market comparables approach and discounted cash flow approach.

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Valuations involve subjective judgments and may not accurately reflect realizable value. The assumptions above are determined by the Manager and reviewed by the Manager’s independent valuation advisor. A change in these assumptions or factors would impact the calculation of the value of our assets.

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5.Related Party Transactions

Management Agreement

On September 25, 2023, the Company entered into an Amended and Restated Management Agreement with the Manager (the “Management Agreement”). Pursuant to the Management Agreement, the Manager is responsible for sourcing, evaluating and monitoring the Company’s acquisition opportunities and making recommendations to the Company’s executive committee related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s objectives, guidelines, policies and limitations, subject to oversight by the Board.

Pursuant to the Management Agreement, the Manager is entitled to receive a management fee (the “Management Fee”) from the Company in an amount equal to (i) 1.25% per annum of the month-end NAV attributable to Class D Shares, Class I Shares and Class S Shares, (ii) 1.00% per annum of the month-end NAV for a 60-month period following June 1, 2023 (the “Initial Offering”) attributable to Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares (provided, in the case of Class U Shares, Class R-S Shares and Class R Shares, that such Class U Shares, Class R-S Shares and Class R Shares are purchased by an investor as part of an intermediary’s aggregate subscription for at least $100,000 during the 12-month period following the Initial Offering) and 1.25% per annum of the month-end NAV attributable to Class U Shares, Class R-D Shares, Class R-S Shares and Class R Shares thereafter, each before giving effect to any accruals for certain fees and expenses. Such Management Fee is calculated based on the Company’s transactional net asset value, which is used to determine the price at which the Company sells and repurchases its Shares.

KKR or its affiliates (and in the case of directors’ fees, KKR executives) are expected to be paid transaction fees and monitoring fees in connection with the acquisition, ownership, control and exit of Infrastructure Assets, and KKR or its affiliates are expected to be entitled to receive “break-up” or similar fees in connection with unconsummated transactions (“Other Fees”). The Management Fee payable in any monthly period is subject to reduction, but not below zero, by an amount equal to any Other Fees allocable to Investor Shares pursuant to the terms of the Management Agreement. The Manager, in its sole discretion, may forgo reimbursement by the Company of certain expenses incurred by the Manager or its affiliates (other than the Company and its subsidiaries) on behalf of the Company in each calendar month to the extent there remains any Other Fees that are not used to offset the Management Fee. Any Other Fees used to offset such expenses will not be applied again to offset future Management Fees.

For the three months ended March 31, 2024, the Manager earned $3,767 in gross Management Fees, which were offset by $3,767, resulting in zero net Management Fees. As of March 31, 2024 and December 31, 2023, there were unapplied credits of $3,158 and $6,533, respectively, to be carried forward that relate to Other Fees earned.

As of March 31, 2024 and December 31, 2023, the Company does not owe a net Management Fee to the Manager. Pursuant to the Management Agreement, such amounts earned may be offset by the Manager against amounts due to the Company from the Manager.

Performance Participation Allocation

Under the LLC Agreement, for as long as the Management Agreement has not been terminated, the Class H Members may receive a Performance Participation Allocation from the Company. The Class H Member is an affiliate of KKR.

KKR is allocated a “Performance Participation Allocation” equal to 12.5% of the Total Return attributable to Investor Shares subject to the annual Hurdle Amount and a High Water Mark, with a 100% Catch-Up (each as defined in the LLC Agreement). Such allocation will be measured and allocated or paid annually (excluding the initial Reference Period, as defined in the LLC Agreement) and accrued monthly (subject to pro-rating for partial periods). KKR may elect to receive the Performance Participation Allocation in cash and/or Class F Shares. Specifically, promptly following the end of each Reference Period (and at other times as described below), KKR is allocated a Performance Participation Allocation in an amount equal to:

•First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to KKR equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to KKR pursuant to this clause (any such amount, the “Catch-Up”); and

•Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.

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KKR will also be allocated a Performance Participation Allocation with respect to all Investor Shares that are repurchased in connection with repurchases of Shares in an amount calculated as described above with the relevant period being the portion of the “Reference Period” (which is the applicable year beginning on October 1 and ending on September 30 of the next succeeding year, with the initial Reference Period being the period from June 1, 2023 to September 30, 2024) for which such Shares were outstanding, and proceeds for any such Share repurchases will be reduced by the amount of any such Performance Participation Allocation. Such Performance Participation Allocation is calculated based on the Company’s transactional net asset value, which is used to determine the price at which the Company sells and repurchases its Shares.

If the Performance Participation Allocation is paid in Class F Shares, such Shares may be repurchased at KKR’s request and will be subject to the repurchase limitations of our share repurchase plan.

A Performance Participation Allocation accrual of $12,412 and $8,335 was recorded as of March 31, 2024 and December 31, 2023 in the Consolidated Statements of Assets and Liabilities. The Consolidated Statements of Operations reflect a $4,077 Performance Participation Allocation for the three months ended March 31, 2024.

Dealer-Manager Agreement

On September 25, 2023, the Company entered into an Amended and Restated Dealer-Manager Agreement (as amended from time to time, the “Dealer-Manager Agreement”) with KKR Capital Markets LLC (the “Dealer-Manager”).

Pursuant to the Dealer-Manager Agreement, the Dealer-Manager solicits sales of the Company’s Shares authorized for issue in accordance with the Company’s confidential Private Placement Memorandum (the “PPM”) and provides certain administrative and shareholder services to the Company, subject to the terms and conditions set forth in the Dealer-Manager Agreement. The Dealer-Manager receives certain front-end sales charges, Distribution Fees, Servicing Fees and certain other fees as described in the PPM.

Distribution Fees and Servicing Fees

The Company will pay KKR Capital Markets LLC ongoing distribution and servicing fees (a) of 0.85% of NAV per annum for Class S Shares, Class R-S Shares and Class U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), payable monthly in arrears, as they become contractually due and (b) of 0.25% for Class D Shares and Class R-D Shares only (all of which constitutes payment for shareholder services, with no payment for distribution services) in each case as accrued, and payable monthly. Such Distribution Fee and Servicing Fee are calculated based on the Company’s transactional net asset value, which is used to determine the price at which the Company sells and repurchases its Shares. Class I Shares, Class R Shares, Class E Shares, Class F Shares, Class G Shares and Class H Shares do not incur Distribution Fees or Servicing Fees. All or a portion of the Distribution Fee or Servicing Fee may be used to pay for sub-transfer agency, platform, sub-accounting and certain other administrative services. The Dealer-Manager (defined below) generally expects to reallow the Distribution Fee and the Servicing Fee to participating broker dealers or other intermediaries. The Company also pays for certain sub-transfer agency, sub-accounting and administrative services outside of the Distribution Fee and Servicing Fee.

Under GAAP, the Company accrues the cost of the Servicing Fees and Distribution Fees, as applicable, for the estimated life of the shares as an offering cost at the time the Company sells Class S Shares, Class U Shares, Class D Shares, Class R-D Shares and Class R-S Shares. As of March 31, 2024 and December 31, 2023, the Company has accrued $66,976 and $51,440, respectively, of Servicing Fees and Distribution Fees payable to the Dealer-Manager (defined below) related to the Class U Shares, Class D Shares, Class R-D Shares and Class R-S Shares sold.

Expense Limitation and Reimbursement Agreement

On December 16, 2023, the Company entered into a Second Amended and Restated Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager, which amended and restated the Amended and Restated Expense Limitation and Reimbursement Agreement, dated as of May 10, 2023. The Expense Limitation Agreement extends the Limitation Period (as defined in the Expense Limitation Agreement) to December 31, 2024. Pursuant to the Expense Limitation Agreement, the Manager will forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company, to the extent necessary so that, for any fiscal year, the Company’s annual Specified Expenses (defined below) do not exceed 0.60% of the Company’s net assets as of the end of

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each calendar month. “Specified Expenses” is defined to include all expenses incurred in the business of the Company, including organizational and offering costs, with the exception of (i) the management fee, (ii) the Performance Participation Allocation, (iii) the Servicing Fee, (iv) the Distribution Fee, (v) asset or entity level expenses, (vi) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, (vii) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (viii) taxes, (ix) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees and officers of the Company), (x) certain insurance costs and (xi) extraordinary expenses (as determined in the sole discretion of the Manager).

The Expense Limitation Agreement will be in effect through and including December 31, 2024, but may be renewed by the mutual agreement of the Manager and the Company for successive terms. Under the Expense Limitation Agreement, the Company has agreed to carry forward the amount of the foregone management fees and/or expenses paid, absorbed or reimbursed by the Manager for a period not to exceed three years from the end of the month in which the Manager waived or reimbursed such fees or expenses and to reimburse the Manager for such fees or expenses in accordance with the Expense Limitation Agreement.

As of March 31, 2024, the Manager agreed to reimburse expenses of $1,923 incurred by the Company for the three months ended March 31, 2024, pursuant to the Expense Limitation Agreement, which amount is subject to recoupment within a three year period.

On the Company’s Consolidated Statement of Assets and Liabilities, as of March 31, 2024, the Company has recorded $1,923 as amounts Due from Manager related to amounts waived under the Expense Limitation Agreement and $3,539 as amounts Due to Manager related to amounts paid by the Manager on behalf of the Company.

On the Company’s Consolidated Statement of Assets and Liabilities, as of December 31, 2023, the Company has recorded $16,549 as amounts Due from Manager related to amounts waived under the Expense Limitation Agreement and $19,174 as amounts Due to Manager related to amounts paid by the Manager on behalf of the Company.

The following table reflects the amounts incurred by the Company and subject to recoupment pursuant to the Expense Limitation Agreement and the expiration for future possible recoupments by the Manager:

For the Three Months Ended	Amount		Last Expiration Date
September 30, 2022	$	3,638	September 30, 2025
December 31, 2022	1,797		December 31, 2025
March 31, 2023	2,963		March 31, 2026
June 30, 2023	1,771		June 30, 2026
September 30, 2023	3,906		September 30, 2026
December 31, 2023	2,474		December 31, 2026
March 31, 2024	1,923		March 31, 2027
Total	$	18,472

As of March 31, 2024 and December 31, 2023, management believes that it is not probable for the Company to be required to reimburse the expenses waived by the Manager.

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6.Shareholders’ Equity

The following table is a summary of the Shares issued and repurchased during the three months ended March 31, 2024 and Shares outstanding as of March 31, 2024:

	Shares Outstanding as of December 31, 2023	Shares Issued During the Period	Shares Repurchased During the Period	Shares Issued Upon Reinvestment of Distributions During the Period	Transfers In	Transfers Out	Shares Outstanding as of March 31, 2024
Class I Shares	131,691	7,702	—	—	—	(131,691)	7,702
Class U Shares	28,088,229	8,801,462	(4,060)	152,681	—	(19,175)	37,019,137
Class R-D Shares	353,076	113,222	—	2,577	—	—	468,875
Class R Shares	16,671,146	5,973,145	(9,644)	112,345	150,856	—	22,897,848
Class D Shares	380	—	—	4	—	—	384
Class R-S Shares	—	27,062	—	—	—	—	27,062
Class E Shares	40	—	—	—	—	—	40
Class F Shares	49,830	1,376	—	11	—	—	51,217
Class G Shares	40	—	—	—	—	—	40
Class H Shares	40	—	—	—	—	—	40
Total	45,294,472	14,923,969	(13,704)	267,618	150,856	(150,866)	60,472,345

Distribution Reinvestment Plan

The Company adopted a Distribution Reinvestment Plan (the “DRIP”) in which cash distributions to holders of the Company’s Shares will automatically be reinvested in additional whole and fractional Shares attributable to the class of Shares that a Shareholder owns unless such holders elect to receive distributions in cash. Shareholders may terminate their participation in the DRIP with prior written notice to us. Under the DRIP, Shareholders’ distributions are reinvested in Shares of the same class owned by the Shareholder for a purchase price equal to the most recently available NAV per Share. Shareholders will not pay a sales load when purchasing Shares under the DRIP; however, Class S Shares, Class D Shares, Class U Shares, Class R-S Shares and Class R-D Shares, including those issued under the DRIP, will be subject to applicable ongoing distribution and/or servicing fees.

Share Repurchases

The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that the Company repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under its share repurchase plan, or none at all, in its discretion at any time. In addition, the aggregate net asset value (“NAV”) of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R Shares and/or Class F Shares under its share repurchase plan will be limited to no more than 5% of our aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

On February 5, 2024, the Company received requests for the repurchase of approximately $369 of the Company’s Shares.

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The following table summarizes the Shares repurchased on February 5, 2024:

Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Class U Shares	$	26.94	4,060	$	109	$	5	$	104
Class R Shares	$	26.96	9,644	260		13		247
Total			13,704	$	369	$	18	$	351

Repurchase Arrangement for Class E Shares held by KKR

Pursuant to the Company’s KKR Share Repurchase Arrangement, effective April 28, 2023 (as amended, the “KKR Share Repurchase Arrangement”), on the last calendar day of each month, the Company offers to repurchase Class E Shares from KKR having an aggregate NAV (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions accepted during such month less (ii) the aggregate repurchase amount (excluding any amount of the aggregate repurchase price paid using Excess Operating Cash Flow (defined below)) of Shares repurchased by the Company during such month pursuant to our share repurchase plan. In addition to the Monthly Repurchase Amount for the applicable month, the Company will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased. The price per Class E Share for repurchases from KKR will be the transaction price in effect for the Class E Shares at the time of repurchase. This repurchase arrangement is not subject to any time limit and will continue until the Company has repurchased all of KKR’s Class E Shares. Other than the Monthly Repurchase Amount limitation, the share repurchase arrangement for KKR is not subject to the repurchase limitations in our share repurchase plan. “Excess Operating Cash Flow” means, for any given quarter, the Company’s net cash provided by operating activities, if any, less any amounts of such cash used, or designated for use, to pay distributions to Shareholders.

Notwithstanding the foregoing, no repurchase offer will be made to KKR during any month in which (1) the 5% quarterly repurchase limitation of its share repurchase plan has been decreased or (2) the full amount of all Shares requested to be repurchased under our share repurchase plan is not repurchased. Additionally, the Company may elect not to offer to repurchase shares from KKR, or may offer to purchase less than the Monthly Repurchase Amount, if, in the Company’s judgment, the Company determines that offering to repurchase the full Monthly Repurchase Amount would place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole. Further, the Company’s Board may modify, suspend or terminate this share repurchase arrangement if it deems such action to be in the Company’s best interests and the best interests of its Shareholders. KKR will not request that its Class E Shares be repurchased under our share repurchase plan.

For the three months ended March 31, 2024, pursuant to the KKR Share Repurchase Arrangement, the Company did not repurchase any Class E Shares of the Company from KKR.

7.Distributions

Each class of the Company’s shares receives the same gross distribution per share, when distributions are declared on such class. The net distribution varies for each class based on the estimated applicable shareholder servicing fees and distribution fees, which is deducted from the quarterly distribution per share and paid directly to the Dealer-Manager on a quarterly basis in arrears, as they become contractually due.

The following table details aggregate distributions per share declared for each applicable class of the Company’s shares:

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	For the Three Months Ended March 31, 2024
	Class I Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares
Aggregate gross distributions declared per share	$	0.2800	$	0.2800	$	0.2800	$	0.2800	$	0.2800	$	0.2800	$	0.2800	$	0.2800
Shareholder servicing fees and distribution fees	$	—	$	0.0579	$	0.0170	$	—	$	0.0170	$	0.0580	$	—	$	—
Net distributions declared per share	$	0.2800	$	0.2221	$	0.2630	$	0.2800	$	0.2630	$	0.2220	$	0.2800	$	0.2800

The distributions for each class of shares were payable to holders of record at the close of business on March 31, 2024, with payments on April 24, 2024. The net distributions will be paid in cash or reinvested in shares of the Company for shareholders participating in the Company’s DRIP.

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8.Commitments and Contingencies

Litigation

The Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

Funding Commitments and Others

As of March 31, 2024 and December 31, 2023, KKR had unfunded commitments consisting of $252,500 and $33,500, respectively, related to its investment in Infrastructure Assets.

Indemnification

Under the LLC Agreement and organizational documents, the members of the Board, officers of the Company, the Manager, KKR, and their respective affiliates, directors, officers, representatives, agents and employees are indemnified against certain liabilities arising out of the performance of their duties to the Company. In the normal course of business, the Company enters into contracts that contain a variety of representations and that provide general indemnifications. The Company’s maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Company.

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9.Financial Highlights

The following is a schedule of the financial highlights of the Company attributed to each class of shares for the period from January 1, 2024 through March 31, 2024:

	Class I Shares			Class U Shares			Class R-D Shares			Class R Shares			Class D Shares			Class R-S Shares			Class E Shares			Class F Shares			Class G Shares			Class H Shares
Per share data attributed to shares (1)
Net asset value per share at beginning of period (January 1, 2024)	$	26.96		$	25.16		$	26.41		$	26.96		$	26.61		$	—		$	27.47		$	27.49		$	27.94		$	27.94
Consideration from the issuance of shares	(0.02)			0.45			0.13			—			—			27.28			—			—			—			—
Repurchases of shares	—			—			—			—			—			—			—			—			—			—
Reinvestment of distributions	—			0.01			—			—			—			—			—			—			—			—
Transfers in	—			—			—			—			—			—			—			—			—			—
Transfers out	—			—			—			—			—			—			—			—			—			—
Accrued shareholder servicing fees and distribution fees (2)	—			(0.50)			(0.15)			—			(0.15)			(1.34)			—			—			—			—
Early repurchase fee (2)	—			—			—			—			—			—			—			—			—			—
Distributions declared (3)	(0.28)			(0.22)			(0.26)			(0.28)			(0.26)			(0.22)			(0.28)			(0.28)			—			—
Net investment (loss) income (2)	0.02			0.01			0.01			0.01			0.01			0.01			0.08			0.08			0.08			0.08
Net realized gain (loss) and change in unrealized appreciation (depreciation) (2)	0.51			0.50			0.52			0.50			0.46			0.18			0.52			0.50			0.52			0.52
Net increase (decrease) in net assets attributed to shareholders	$	0.23		$	0.25		$	0.25		$	0.23		$	0.06		$	(1.37)		$	0.32		$	0.30		$	0.60		$	0.60
Net asset value per share at the end of period (March 31, 2024)	$	27.19		$	25.41		$	26.66		$	27.19		$	26.67		$	25.91		$	27.79		$	27.79		$	28.54		$	28.54
Net assets at end of period (March 31, 2024)	$	209		$	940,548		$	12,498		$	622,628		$	11		$	701		$	1		$	1,423		$	1		$	1
Shares outstanding at end of period (March 31, 2024)	7,702			37,019,137			468,875			22,897,848			384			27,062			40			51,217			40			40
Weighted average shares outstanding at end of period (March 31, 2024)	2,868			34,045,073			424,709			20,669,214			384			27,062			40			51,217			40			40
Ratio/Supplemental data for Shares (not annualized):
Ratios to average net asset value: (4)
Operating expenses before Performance Participation Allocation (5)	0.16		%	0.18		%	0.17		%	0.17		%	0.17		%	0.06		%	0.17		%	0.17		%	0.17		%	0.17		%
Operating expenses before expenses reimbursed by Manager (5) (6)	0.52		%	0.60		%	0.58		%	0.57		%	0.58		%	0.18		%	0.30		%	0.30		%	0.30		%	0.30		%
Operating expenses after expenses reimbursed by Manager (5) (6)	0.45		%	0.47		%	0.45		%	0.44		%	0.44		%	0.16		%	0.17		%	0.17		%	0.17		%	0.17		%
Operating expenses after Performance Participation Allocation (5) (7)	0.45		%	0.47		%	0.45		%	0.44		%	0.44		%	0.16		%	0.17		%	0.17		%	0.17		%	0.17		%

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Net investment income (loss) (5)	0.07	%	0.02	%	0.02	%	0.02	%	0.02	%	0.02	%	0.29	%	0.29	%	0.29	%	0.29	%
Total return attributed to Shares based on net asset value (5) (8)	1.89	%	1.87	%	1.93	%	1.89	%	1.20	%	(4.22)	%	2.18	%	2.11	%	2.15	%	2.15	%

(1) Per share data may be rounded in order to recompute the ending net asset value per share.

(2) The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3) The per share data for distributions declared reflect the actual amount of distributions paid per share during the applicable period.

(4) Actual results may not be indicative of future results. Additionally, an individual Shareholder’s ratios may vary from the ratios presented for a share class as a whole.

(5) Weighted average net assets during the applicable period are used for this calculation.

(6) Ratios presented after accounting for the accrual of the Performance Participation Allocation.

(7) Ratios presented after expenses reimbursed by Manager.

(8) The Total return is calculated for each share class as the change in the net asset value for such share class during the period plus any distributions per share declared in the period, and assumes any distributions are reinvested in accordance with the Company’s distribution reinvestment plan. Amounts are not annualized and are not representative of total return as calculated for purposes of the Performance Participation Allocation as described in “Note 5. Related Party Transactions.” The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by Shareholders in the purchase of the Company’s shares. See “Note 7. Distributions” above, for declarations of distributions for the period from January 1, 2024 to March 31, 2024.

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10.Income Taxes

The Company operates so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended, and not as a publicly traded partnership taxable as a corporation. As such, it will not be subject to any U.S. federal and state income taxes.

The Company holds certain equity investments in taxable subsidiaries (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit the Company to hold equity investments in Infrastructure Assets which are “pass through” entities for tax purposes. The Taxable Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, or benefit, and the related tax assets and liabilities, as a result of the Taxable Subsidiaries’ ownership of certain Infrastructure Assets.

The effective tax rate was 1.0% for the three months ended March 31, 2024. The primary items giving rise to the difference between the 0% federal statutory rate applicable to partnerships and the effective tax rate is due to US federal, state, and local taxes on the Company's Taxable Subsidiaries.

11.Subsequent Events

Unregistered Sales of Equity Securities

On April 1, 2024, the Company sold the following Investor Shares of the Company (with the final number of shares determined on April 21, 2024) to third party investors for cash:

Class	Number of Shares Sold	Consideration, net
Class U Shares	4,098,499	$	111,364
Class R Shares	2,783,551	$	75,689
Class R-D Shares	178,941	$	4,864
Class R-S Shares	11,588	$	316

Distribution Reinvestment Plan

On April 24, 2024, pursuant to the DRIP, the Company issued approximately 79 Class I Shares, approximately 228,561 Class U Shares, approximately 4,504 Class R-D Shares, approximately 164,514 Class R Shares, approximately 4 Class D Shares, approximately 220 Class R-S Shares and approximately 21 Class F Shares, for aggregate consideration of $10,813 from the reinvestment in shares of the Company for shareholders participating in the DRIP.

Share Repurchases

The Company has a share repurchase plan, whereby on a quarterly basis, Shareholders may request that the Company repurchase all or any portion of their Shares. The aggregate NAV of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-D Shares, Class R-S Shares, Class R Shares and Class F Shares, if any, will be limited to no more that 5.0% of the NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

On May 6, 2024, the Company received requests for the repurchase of approximately $1,662 of the Company’s Shares.

The following table summarizes the Shares repurchased on May 6, 2024:

Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Class U Shares	$	27.17	41,794	$	1,136	$	(50)	$	1,086
Class R Shares	$	27.19	19,357	526		(26)		500
Total			61,151	$	1,662	$	(76)	$	1,586

Revolving Credit Agreement

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On April 3, 2024, certain indirect subsidiaries (collectively, the “Borrowers”) of the Company entered into a revolving credit agreement (the “Agreement”) with Mizuho Bank, Ltd., as joint lead arranger, administrative agent, and collateral agent, KKR Capital Markets LLC, an indirect subsidiary of KKR & Co. Inc. and affiliate of the Company, as joint lead arranger, and the lenders party thereto. On April 3, 2024, the Company remitted a payment of $750 to KKR Capital Markets LLC for arranger fees related to the Agreement.

Under the Agreement, the lenders have agreed to make credit available to the Borrowers in an aggregate initial principal amount of up to $150,000, with an uncommitted accordion feature that would allow the Borrowers to increase the commitment to up to $1,000,000 in the aggregate. The Agreement matures on April 2, 2027, unless there is an earlier termination or an acceleration following an event of default.

Advances under the Agreement denominated in U.S. dollars will bear interest, at the relevant Borrower’s option, at (i) a reference rate plus a spread of 2.25% or (ii) daily or term Secured Overnight Financing Rate (SOFR) plus a spread of 3.25%. Advances under the Agreement denominated in currencies other than U.S. dollars will bear interest at certain local rates consistent with market standards plus a spread of 3.25%.

Under the terms of the Agreement, the Company is subject to customary affirmative and negative covenants.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q and “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

All dollar amounts in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are in thousands, unless otherwise noted.

Overview

KKR Infrastructure Conglomerate LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) was formed on September 23, 2022 as a limited liability company under the laws of the state of Delaware, and we operate our business in a manner permitting us to be excluded from the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are a holding company that seeks to acquire, own and control portfolio companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held (“Infrastructure Assets”), with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation. Our Infrastructure Assets will include existing companies, businesses, hard assets, properties and other assets, and may also include new companies, businesses and development projects. The Company commenced principal operations on June 1, 2023.

We have been established by KKR to control and manage joint ventures (“Joint Ventures”) that, directly or indirectly, own majority stakes in Infrastructure Assets, and to a lesser extent, Joint Ventures that own influential yet non-majority stakes in Infrastructure Assets. We acquire, own and control Infrastructure Assets through Joint Ventures in the geographies where KKR is active, including North America, Western Europe and Asia Pacific. Over time, we expect to acquire Infrastructure Assets that generate attractive risk-adjusted returns, using proceeds raised from future offerings of our securities, distributions from Infrastructure Assets, and opportunistically recycling capital generated from dispositions of Infrastructure Assets.

A key part of our strategy is to form joint ventures by pooling capital with KKR Vehicles (defined below) that target acquisitions of Infrastructure Assets that are compatible with our business strategy. We expect that we will own nearly all of our Infrastructure Assets through Joint Ventures alongside one or more KKR Vehicles and that the Joint Ventures will be managed in a way that reflects the commonality of interests between the KKR Vehicles and the Company. We believe that a joint acquisition and management strategy between the KKR Vehicles and the Company will lead to greater opportunities to gain sufficient influence or control over Infrastructure Assets and to deploy an operations-oriented management approach to value creation. We plan to own all or substantially all of our Infrastructure Assets directly or indirectly through one of our wholly-owned holding companies formed to acquire, own and control Infrastructure Assets (the “Operating Subsidiaries”). We expect to hold our Infrastructure Assets and Joint Ventures through one or more corporations, limited liability companies or limited partnerships.

We expect that, over the long term, Joint Ventures and Infrastructure Assets will make up approximately 85% of our assets (with no more than 15% of our assets made up of Joint Ventures and Infrastructure Assets located in countries that are not members of the OECD). We expect that we will own and control the large majority by value of those Joint Ventures and that the large majority by value of such Joint Ventures will majority own or primarily control their underlying portfolio companies. In limited circumstances, the Company may also acquire an Infrastructure Asset through an investment in a vehicle that we do not control (such as, investing into an acquisition vehicle as a limited partner rather than as a general partner). Additionally, we expect that approximately 15% of our assets will consist of cash and cash equivalents, U.S. Treasury securities, U.S. government agency securities, municipal securities, other sovereign debt, investment grade credit, and other investments including high yield credit, asset-backed securities, mortgage backed securities, collateralized loan obligations, leveraged loans and/or debt of companies or assets (which may include (i) securities or loans of KKR portfolio companies and/or (ii) funds invested in any of the foregoing managed by KKR or affiliates thereof) (collectively, the “Liquidity Portfolio”) in each case in order to provide us with income, to facilitate capital deployment and to provide a potential source of liquidity. These types of liquid assets may exceed 15% of our assets at any given time due to new subscriptions, shareholder participation in our share repurchase program, distributions from, or dispositions of, Infrastructure Assets or for other reasons as KKR DAV Manager LLC (our “Manager”) determines. Moreover, we will not

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acquire any cryptocurrency and (a) no more than 5% of our assets will consist of interests in “blind pools” and (b) no more than 10% of our assets will consist of publicly traded equity securities (not including any Infrastructure Asset that becomes publicly traded during the term of our ownership or acquisitions in connection with take private transactions).

We may also opportunistically acquire a limited amount of indirect exposure to multiple Infrastructure Assets by acquiring interests in multi-asset vehicles controlled by an investment manager (“commingled funds”), which may include newly formed funds and “continuation vehicles.” The Company may invest into vehicles managed by an affiliate of KKR or it may invest into vehicles managed by third parties, primarily through secondary transactions with existing limited partners but also through direct subscription with the sponsor(s) of such vehicles. Our acquisition strategy may also include equity-like investments in preferred and/or structured equity securities as well as opportunistic credit and debt strategies. While none of these approaches are principal to the Company’s business strategy, we believe that in certain circumstances, such investments may complement the Joint Venture strategy as a ready source of capital deployment at efficient prices, and may otherwise help the Company achieve its objective of generating attractive risk-adjusted returns for shareholders (“Shareholders”). To the extent we pursue any of the foregoing approaches, we expect to do so in a manner consistent with maintaining our exclusion from registration under the Investment Company Act.

The funds, investment vehicles and accounts managed, now or in the future, by KKR, the Manager or any of their respective affiliates (excluding for this purpose, KKR proprietary entities), including funds, investment vehicles and accounts pursuing the following strategies: private equity (including growth equity, impact, and core strategies), credit (including (i) leveraged credit strategies, including leveraged loan, high-yield bond, opportunistic credit and revolving credit strategies, and (ii) alternative credit strategies, including strategic investments and private credit strategies such as direct lending and private opportunistic credit (or junior mezzanine debt) acquisition strategies), and real asset strategies (including real estate, energy and infrastructure strategies), are collectively referred to herein as “KKR Vehicles.”

We conduct a continuous private offering of our investor shares on a monthly basis: Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-D Shares, Class R-S Shares and Class R Shares (collectively, the “Investor Shares” and, collectively with the Class E Shares, Class F Shares, Class G Shares and Class H Shares, the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act, including under Regulation D and Regulation S, (i) to accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act) (the “Private Offering”).

Recent Developments

Infrastructure Assets Activities

During the three months ended March 31, 2024, the Company did not acquire any indirect interests in new Infrastructure Assets. The Company acquired incremental indirect interests in Singapore Telecommunications Ltd, Sempra PALNG Holdings, LLC and Zenobe Energy Ltd for $25,528 in the aggregate.

As of March 31, 2024, the Company’s Infrastructure Assets were comprised of approximately 175 underlying assets that operate in more than 25 countries, primarily across key developed markets in Europe and North America. As of March 31, 2024, approximately 74%, 24% and 2% of the allocable share of our Infrastructure Assets’ operations were in Europe, North America and Other, respectively.

On April 1, 2024, the Company acquired incremental indirect interests in Grove Education Partners Holdco Limited and Sempra PALNG Holdings, LLC for $57,853 in the aggregate.

On May 1, 2024, the Company acquired an indirect interest in Smart Metering Systems Plc, a fully integrated energy company that owns, installs and manages smart meters and grid-scale batteries, while also actively developing other carbon reduction verticals such as electric vehicle charging and residential solar across the United Kingdom, for $267,481.

Results of Operations

From October 25, 2022 (date of our initial capitalization) through June 1, 2023, we had not commenced our principal operations and were focused on our formation and the registration statement for the Company. Our registration statement on Form 10 automatically became effective on November 29, 2022 and we commenced principal operations on June 1, 2023.

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We are dependent upon the proceeds from our continuous Private Offering in order to conduct our business. We intend to acquire Infrastructure Assets with the capital received from our continuous Private Offering and any indebtedness that we may incur in connection with our activities.

A discussion of the results of operations for the three months ended March 31, 2024 is as follows:

Operating Results

During the three months ended March 31, 2024, we raised aggregate subscription proceeds of $404,469 related to Investor Shares. The subscription proceeds were used to acquire additional interests in existing Infrastructure Assets and the balance is expected to be used for the acquisition of interests in Infrastructure Assets in the future. In the interim, we have deployed unused subscription proceeds in money market assets.

The details of total returns on Investor Shares are shown in the following table:

Transactional Net Asset Value Total Returns (1)	Class I Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares
Inception Date	July 1, 2023		June 1, 2023		October 2, 2023		June 1, 2023		July 1, 2023		March 1, 2024
Three months ended March 31, 2024	1.85	%	1.67	%	1.82	%	1.88	%	1.82	%	0.62	%
Inception to date (March 31, 2024)	7.09	%	11.24	%	5.36	%	12.03	%	6.86	%	0.62	%

(1) Total return is not annualized. Past performance is not indicative of future results. Total returns shown reflect the percent change in our Transactional Net Asset Value per share from the beginning of the applicable period, plus the amount of any distribution per Share declared in the period, and assumes any distributions are reinvested in accordance with our distribution reinvestment plan.

Investment Income

We generate investment income primarily from our long-term ownership and operation of Joint Ventures and Infrastructure Assets and investments in our Liquidity Portfolio which may consist of dividend income, interest income, and net realized gains or losses and net change in unrealized appreciation or depreciation of Infrastructure Assets.

As the majority of our assets consist of long-term ownership and operation of Joint Ventures and Infrastructure Assets, the majority of the revenue we generate is in the form of dividend income. Dividend income is not equivalent to the gross revenue produced at the Infrastructure Asset level, but is instead the amount of cash that is distributed from the Infrastructure Asset to the Company from time to time after paying for all Infrastructure Asset level expenses and debt obligations. Thus, the presentation of investment income in our consolidated financial statements differs from the traditional presentation shown in the consolidated financial statements of entities not prepared in accordance with ASC 946 and, most notably, is not equivalent to revenue as one might expect to see in consolidated financial statements not prepared in accordance with ASC 946.

Dividend income from our Infrastructure Assets is recorded on the date when cash is received from the relevant Infrastructure Asset, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from an Infrastructure Asset is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.

For the three months ended March 31, 2024, the Company recorded $6,905 of dividend income from our Infrastructure Assets and money market funds with financial institutions.

Expenses

For the three months ended March 31, 2024, we incurred $12,264 in operating expenses.

As of March 31, 2024, the Manager agreed to reimburse operating expenses of $1,923 incurred by the Company for the three months ended March 31, 2024, pursuant to the Second Amended and Restated Expense Limitation and Reimbursement Agreement, dated as of December 16, 2023, between the Company and the Manager. The amounts are

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subject to recoupment within a three year period. Going forward, we expect our primary expenses to be the payment of a management fee (“Management Fee”) pursuant to the amended and restated management agreement entered into between the Company and the Manager, dated as of September 25, 2023 (the “Management Agreement”), as well as a performance participation allocation (“Performance Participation Allocation”) to KKR. We will also bear other capital and operating expenses.

For the three months ended March 31, 2024, the Manager earned $3,767 in gross Management Fees, which were offset by $3,767 as a Management Fee offset, resulting in zero net Management Fees.

The Consolidated Statements of Operations reflect a $4,077 Performance Participation Allocation for the three months ended March 31, 2024.

For the three months ended March 31, 2024, net investment income was $331. Prior to the commencement of principal operations on June 1, 2023, the Company did not record net investment income or loss.

Net Realized Gain (Loss) and Change in Unrealized Appreciation (Depreciation) on Investments, Foreign Currency Translation and Foreign Currency Forward Contracts

Net realized gain and loss and net unrealized appreciation and depreciation from our investments and foreign currency translation of assets and liabilities denominated in foreign currencies are reported separately on the Consolidated Statements of Operations. We measure realized gain or loss as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in investments values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when appreciation or depreciation is realized.

For the three months ended March 31, 2024, we recorded a $274 realized loss on foreign currency related to the change in value based upon changes in foreign currency exchange rates.

We recorded a net change in unrealized appreciation before income taxes of $28,480 for the three months ended March 31, 2024. This net change in unrealized appreciation before taxes for the three months ended March 31, 2024 includes unrealized appreciation on investments of $29,713 related to the change in value of Infrastructure Assets; unrealized depreciation on foreign currency translation of $16,215 related to the change in value based upon changes in foreign currency exchange rates; and unrealized appreciation on foreign currency forward contracts of $14,982.

We recorded a total net change in unrealized appreciation after income taxes of $28,195 for the three months ended March 31, 2024. This total net change in unrealized appreciation includes a provision for income taxes of $285 on the holding of certain equity investments in taxable subsidiaries.

Changes in Net Assets from Operations

For the three months ended March 31, 2024, we recorded a net increase in net assets resulting from operations of $28,252. The increase in net assets primarily relates to unrealized appreciation related to the change in value of Infrastructure Assets and foreign currency forward contracts, partially offset by unrealized losses related to foreign currency translation based upon changes in foreign currency exchange rates.

Investment Company Accounting Considerations

Since the Company’s consolidated financial statements are prepared using the specialized accounting principles of ASC 946, our Manager produces an estimate of the fair market value of each of our Infrastructure Assets monthly. When valuing our Infrastructure Assets, net operating earnings generated at the Infrastructure Assets level are included in our valuation models. While the valuation models take into account all revenue, distributions from each of our Infrastructure Assets may be more or less than that included in our valuation models each period due to various cash flow considerations. As an example, since many of our Infrastructure Assets are held in tax partnership structures, or in related entities with bank-financed Infrastructure Assets level debt, the Company may be contractually limited in its ability to make dividend distributions from Infrastructure Assets to the Company. Since Infrastructure Assets are not consolidated with the Company under ASC 946, in many cases, the net income from operations earned by an Infrastructure Asset may not be distributed to the Company in its entirety. While this non-distributed income is included in the calculation of fair value and

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net change in unrealized appreciation or depreciation on investments, it is not included in net investment income or loss on the Consolidated Statements of Operations.

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Net Asset Value

We calculate net asset value per Share in accordance with valuation policies and procedures that have been approved by our Board. Our GAAP net asset value (“GAAP Net Asset Value”) is our net asset value determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following table provides a breakdown of the major components of our Transactional Net Asset Value as of March 31, 2024 ($ in thousands, except shares):

Components of Transactional Net Asset Value	March 31, 2024
Investments at fair value (cost of $919,367)	$	1,021,161
Cash and cash equivalents	662,484
Other assets	12,889
Other liabilities	(39,127)
Accrued performance participation allocation	(12,412)
Management fee payable	—
Accrued shareholder servicing fees and distribution fees (1)	(1,353)
Transactional Net Asset Value	$	1,643,642
Number of outstanding shares	60,472,345

(1) Shareholder servicing fees apply only to Class S Shares, Class U Shares, Class D Shares, Class R-S Shares and Class R-D Shares. Distribution fees apply only to Class S Shares, Class R-S Shares and Class U Shares. For purposes of Transactional Net Asset Value, we recognize shareholder servicing fees and distribution fees as a reduction to Transactional Net Asset Value on a monthly basis as such fees are accrued. For purposes of GAAP Net Asset Value, we accrue the cost of the shareholder servicing fees and distribution fees, as applicable, for the estimated life of the shares as an offering cost at the time we sell Class S Shares, Class U Shares, Class D Shares, Class R-S Shares and Class R-D Shares. As of March 31, 2024, we have accrued under GAAP $66,976 of shareholder servicing fees and distribution fees payable to the Dealer-Manager related to the Class U Shares and Class D Shares sold.

The following table provides a breakdown of our total Transactional Net Asset Value and our Transactional Net Asset Value per share by class as of March 31, 2024:

Transactional Net Asset Value Per Share	Class I Shares		Class U Shares		Class R Shares		Class R-D Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares		Class G Shares		Class H Shares		Total
Monthly Transactional Net Asset Value	$	209	$	1,005,484	$	622,630	$	12,746	$	10	$	737	$	1	$	1,423	$	1	$	1	$	1,643,242
Number of outstanding shares	7,702		37,019,137		22,897,848		468,875		384		27,062		40		51,217		40		40		60,472,345
Transactional Net Asset Value per Share as of March 31, 2024	$	27.19	$	27.17	$	27.19	$	27.18	$	27.18	$	27.23	$	27.79	$	27.79	$	28.54	$	28.54

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Reconciliation of Transactional Net Asset Value to GAAP Net Asset Value

The following table reconciles GAAP Net Asset Value per our Consolidated Statement of Assets and Liabilities to our Transactional Net Asset Value as of March 31, 2024:

	March 31, 2024
GAAP Net Asset Value	$	1,578,021
Adjustment:
Accrued shareholder servicing fees and distribution fees	65,621
Transactional Net Asset Value	$	1,643,642

Valuation Methodologies and Significant Inputs

The following table presents additional information about valuation methodologies and significant inputs used for Infrastructure Assets that are valued at fair value as of March 31, 2024:

Valuation Methodology & Inputs	Unobservable Input(s) (1)	Weighted Average (2)	Range
Inputs to market comparables, discounted cash flow and transaction price/other	Illiquidity Discount	5.1%	5.0% - 10.0%
	Weight Ascribed to Market Comparables	3.8%	0% - 25.0%
	Weight Ascribed to Discounted Cash Flow	94.5%	0% - 100.0%
	Weight Ascribed to Transaction Price/Other	1.7%	0% - 100.0%
Market Comparables	Enterprise Value / Forward EBITDA Multiple	10.6x	10.6x - 10.6x
Discounted Cash Flow	Weighted Average Cost of Capital	9.8%	6.9% - 14.9%
	Enterprise Value / LTM EBITDA Exit Multiple	13.8x	7.1x - 20.0x

(1) In determining the inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies, and company-specific developments including exit strategies and realization opportunities. The Manager has determined that market participants would take these inputs into account when valuing the investments. “LTM” means Last Twelve Months.

(2) Inputs are weighted based on fair value of the investments included in the range.

The Manager is ultimately responsible for our NAV calculations.

Valuations involve subjective judgments and may not accurately reflect realizable value. The assumptions above are determined by the Manager and reviewed by our independent valuation advisor. A change in these assumptions or factors would impact the calculation of the value of our assets. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our asset values:

Input	Hypothetical Change	Infrastructure Asset Values as of March 31, 2024
Weighted Average Cost of Capital	0.25% decrease	+2.53%
	0.25% increase	-2.48%

Hedging Activities

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The Company may, but is not obligated to, engage in hedging transactions for the purpose of efficient portfolio management. The Manager may review the Company’s hedging policy from time to time depending on movements and projected movements of relevant currencies and interest rates and the availability of cost-effective hedging instruments for the Company at the relevant time.

With respect to any potential financings, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our fixed income investments to decline. We may seek to stabilize our financing costs as well as any potential decline in our assets by entering into derivatives, swaps or other financial products in an attempt to hedge our interest rate risk.

The Company enters into foreign currency forward contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of foreign currency denominated Infrastructure Assets transactions. A foreign currency forward contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market monthly and the change in value is recorded by the Company as an unrealized gain or loss. When a foreign currency forward contract is closed, through either delivery or offset by entering into another foreign currency forward contract, the Company recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Foreign currency forward contracts involve elements of market risk in excess of the amounts reflected on the Consolidated Statements of Assets and Liabilities. The Company’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the foreign currency forward contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

As of March 31, 2024, total unrealized appreciation (depreciation) on foreign currency forward contracts of $4,437 and $(8,317) was recorded in the Consolidated Statement of Assets and Liabilities as an asset and liability, respectively. For the three months ended March 31, 2024, the change in net unrealized appreciation on foreign currency forward contracts was $14,982.

By using derivative instruments, the Company is exposed to the counterparty’s credit risk — the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the Statements of Assets and Liabilities. As appropriate, the Company minimizes counterparty credit risk through credit monitoring procedures and managing margin and collateral requirements.

Distributions

Beginning in July 2023, we have declared monthly distributions for each class of the Company’s shares, which are paid on a quarterly basis. Each class of the Company’s shares receives the same gross distribution per share when distributions are declared on such class. The net distribution varies for each class based on the applicable shareholder servicing fees and distribution fees, which are deducted from the monthly distribution per share and paid directly to the Dealer-Manager.

Commencing in January 2024, the Company intends, on a going forward basis, to declare distributions on a quarterly basis. However, there can be no guarantee that the Company will declare distributions consistently and at a specific rate, or at all.

The table below details the distribution for each of our share classes for the three months ended March 31, 2024:

Record Date	Class I Shares		Class U Shares		Class R-D Shares		Class R Shares		Class D Shares		Class R-S Shares		Class E Shares		Class F Shares
March 31, 2024	$	0.2800	$	0.2221	$	0.2630	$	0.2800	$	0.2630	$	0.2220	$	0.2800	$	0.2800

Share Repurchases

We do not, and do not currently intend, to list our Shares for trading on any securities exchange or any other trading market. There is currently no secondary market for our Shares, and we do not expect any secondary market to develop for our Shares. While a Shareholder should view its investment as long term with limited liquidity, we have adopted a share repurchase plan, whereby on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. Due to the illiquid nature of our Joint Ventures and Infrastructure Assets, we may not have sufficient liquid

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resources to fund repurchase requests. In addition, we have established limitations on the amount of funds we may use for repurchases during any calendar quarter.

There may be quarters in which we do not repurchase Shares, and it is possible that we will not repurchase Shares at all for an extended period. The applicable quarterly share repurchase limit, repurchase price and early repurchase fee are calculated based on the Company’s Transactional Net Asset Value.

On February 5, 2024, the Company received requests for the repurchase of approximately $369 of the Company’s Shares.

The following table summarizes the Shares repurchased on February 5, 2024:

Class	Repurchase Price per Share		Number of Shares Repurchased	Gross Consideration		5% Early Repurchase Fee		Net Consideration
Class U Shares	$	26.94	4,060	$	109	$	5	$	104
Class R Shares	$	26.96	9,644	260		13		247
Total			13,704	$	369	$	18	$	351

Liquidity and Capital Resources

As of March 31, 2024, the Company had $662,484 in cash and cash equivalents. Our current cash and cash equivalents balance is generally reflective of the cash necessary to fund normal operations. The Company may issue Class E Shares to KKR in connection with the Company’s acquisition of additional assets in the future.

We expect to generate cash primarily from the net proceeds from our continuous Private Offering, cash flows from our operations, any financing arrangements we may enter into in the future and any future offerings of our equity or debt securities.

Our primary use of cash will be for acquisition of Infrastructure Assets (including the repurchase of Class E Shares pursuant to the KKR Share Repurchase Arrangement, effective April 28, 2023 (the “KKR Share Repurchase Arrangement”)), the cost of operations (including the Management Fee and Performance Participation Allocation), debt service of any borrowings, periodic repurchases, including under the share repurchase plan (as described herein), and cash distributions (if any) to the holders of our Shares to the extent declared by the Company.

Cash Flows

The following table summarizes the changes to our cash flows for the three months ended March 31, 2024:

Cash flows from:	Three Months Ended March 31, 2024
Operating activities	$	(13,030)
Financing activities	397,097
Net increase in cash and cash equivalents	$	384,067

Cash used in operating activities

Our net cash flow used in operating activities was $(13,030) for the three months ended March 31, 2024. We used approximately $(18,730) of cash for the acquisition of Infrastructure Assets during the three months ended March 31, 2024, which was partially offset by net investment income.

Cash provided by financing activities

Our net cash flow provided by financing activities was $397,097 for the three months ended March 31, 2024, which was primarily related to $402,887 of proceeds from the sale of Shares pursuant to our Private Offering, partially offset by distributions, offering costs and shareholder servicing fees and distribution fees of $2,268, $1,974 and $1,197, respectively.

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Critical Accounting Policies and Estimates

Below is a discussion of the accounting policies that management believes are critical to understanding our historical and future performance. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with GAAP. The preparation of the financial statements in accordance with GAAP requires management to use judgments in the application of such policies. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Valuation of Infrastructure Assets

The Company’s Infrastructure Assets are valued at fair value in a manner consistent with GAAP, including Accounting Standards Codification 820, Fair Value Measurements and Disclosure (“ASC 820”), issued by the Financial Accounting Standards Board. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

There is no single standard for determining fair values of assets that do not have a readily available market price and, in many cases, such fair values may be best expressed as a range of fair values from which a single estimate may be derived in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each acquisition while employing a valuation process that is consistently followed. Determinations of fair value involve subjective judgments and estimates.

When making fair value determinations for Infrastructure Assets that do not have readily available market prices, the Manager considers industry-accepted valuation methodologies, primarily consisting of an income approach and market approach. The income approach derives fair value based on the present value of cash flows that a business or asset is expected to generate in the future. The market approach relies upon valuations for comparable companies, transactions or assets, and includes making judgments about which companies, transactions, or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. It is common to use only the income approach for Infrastructure Assets. The Manager also considers a range of additional factors that it deems relevant, including a potential sale of an Infrastructure Asset, macro and local market conditions, industry information and the Infrastructure Asset’s historical and projected financial data.

Infrastructure Assets will generally be valued at transaction price initially; however, to the extent the Manager does not believe an Infrastructure Asset’s transaction price reflects the current market value, the Manager will adjust such valuation. When making fair value determinations for Infrastructure Assets, the Manager will update the prior month-end valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the Infrastructure Assets financial performance since the valuation date, as well as any cash flow activity related to the Infrastructure Assets during the month. The Manager values Infrastructure Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

When making fair value determinations for assets that do not have a reliable readily available market price, the Manager will engage one or more independent valuation firms to provide positive assurance regarding the reasonableness of such valuations as of the relevant measurement date. However, the Manager is ultimately responsible for determining the fair value of all applicable investments in good faith in accordance with the Company’s valuation policies and procedures.

Because assets are valued as of a specified valuation date, events occurring subsequent to that date will not be reflected in the Company’s valuations. However, if information indicating a condition that existed at the valuation date becomes available subsequent to the valuation date and before financial information is publicly released, it will be evaluated to determine whether it would have a material impact requiring adjustment of the final valuation.

At least annually, the Manager reviews the appropriateness of the Company’s valuation policies and procedures and will recommend any proposed changes to the Board. From time to time, the Board and the Manager may adopt changes to the

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valuation policies and procedures if they determine that such changes are likely to result in a more accurate reflection of estimated fair value.

Accrued Shareholder Servicing Fees and Distribution Fees

The Company will pay KKR Capital Markets LLC ongoing distribution and servicing (a) of 0.85% of NAV per annum for Class S Shares, Class R-S Shares and Class U Shares only (consisting of a 0.60% distribution fee (the “Distribution Fee”) and a 0.25% shareholder servicing fee (the “Servicing Fee”)), payable monthly in arrears, as they become contractually due and (b) of 0.25% for Class D Shares and Class R-D Shares only (all of which constitutes payment for shareholder services, with no payment for distribution services) in each case as accrued, and payable monthly. Such Distribution Fee and Servicing Fee are calculated based on the Company’s Transactional Net Asset Value. None of Class I Shares, Class R Shares, Class E Shares, Class F Shares, Class G Shares and/or Class H Shares incur Distribution Fees or Servicing Fees.

Under GAAP, the Company accrues the cost of the Servicing Fees and Distribution Fees, as applicable, for the estimated life of the shares as an offering cost at the time we sell Class S Shares, Class U Shares, Class D Shares, Class R-D Shares and Class R-S Shares. Inherent in the calculation of the estimated amount of Servicing Fees and Distribution Fees to be paid in future periods are certain significant management judgements and estimates, including the estimated life of the shares at the time of a subscription. Accrued shareholder servicing fees and distribution fees entail uncertainties as the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment and historical trends. As of March 31, 2024, the Company has accrued $66,976 of Servicing Fees and Distribution Fees payable to KKR Capital Markets LLC, related to the Class U Shares, Class D Shares and Class R-D Shares sold.

Recent Accounting Pronouncements

There were no accounting pronouncements issued during the three months ended March 31, 2024 that are expected to have a material impact on our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financings or liabilities other than contractual commitments and other legal contingencies incurred in the normal course of our business.

Contractual Obligations

See “Note 8. Commitments and Contingencies,” to our consolidated financial statements in this Quarterly Report on Form 10-Q for our contractual obligations and commitments with payments due subsequent to March 31, 2024.

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risks primarily relates to movements in the fair value of Infrastructure Assets. The fair value of Infrastructure Assets may fluctuate in response to changes in the values of Infrastructure Assets, foreign currency exchange rates, and interest rates. The quantitative information provided in this section was prepared using estimates and assumptions that management believes are appropriate. The actual impact of a hypothetical adverse movement in these risks could be materially different from the amounts shown below. All dollar amounts in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” are in thousands, unless otherwise noted.

Changes in Fair Value

All of our Infrastructure Assets as of March 31, 2024 are reported at fair value. Net changes in the fair value of Infrastructure Assets impact the net increase or decrease in net assets resulting from operations in our statements of operations. Based on Infrastructure Assets held as of March 31, 2024, we estimate that an immediate 10% decrease in the fair value of Infrastructure Assets generally would result in a commensurate change in the amount of net increase or decrease in net assets resulting from operations, regardless of whether the Infrastructure Asset was valued using observable market prices or management estimates with significant unobservable pricing inputs.

Based on the fair value of Infrastructure Assets as of March 31, 2024, we estimate that an immediate, hypothetical 10% decline in the fair value of Infrastructure Assets would result in a decline in net increase in net assets resulting from operations of $102,116, if not offset by other factors.

Exchange Rate Risk

We hold Infrastructure Assets denominated in currencies other than the U.S. dollar. Those Infrastructure Assets expose us to the risk that the value of the Infrastructure Assets will be affected by changes in exchange rates between the currency in which the Infrastructure Assets are denominated and the currency in which the Infrastructure Assets are made. Our policy is to reduce these risks by employing hedging techniques, including using foreign currency options and foreign exchange forward contracts to reduce exposure to future changes in exchange rates.

Our primary exposure to exchange rate risk relates to movements in the value of exchange rates between the U.S. dollar and other currencies in which our Infrastructure Assets are denominated (including euros and Canadian dollars), net of the impact of foreign exchange hedging strategies. The quantitative information that follows represents the impact that a reduction to each of the income streams shown below would have on net increase or decrease in net assets resulting from operations.

We estimate that an immediate, hypothetical 10% decline in the exchange rates between the U.S. dollar and all of the major foreign currencies in which our Infrastructure Assets were denominated as of March 31, 2024 (i.e., an increase in the value of the U.S. dollar against these foreign currencies) would result in a decline in net increase in net assets resulting from operations of $20,609, net of the impact of foreign exchange hedging strategies, if not offset by other factors.

Interest Rate Risk

Changes in credit markets and in particular, interest rates, can impact investment valuations, particularly our Level III Infrastructure Assets, and may have offsetting results depending on the valuation methodology used. For example, we typically use a discounted cash flow analysis as one of the methodologies to ascertain the fair value of our Infrastructure Assets that do not have readily observable market prices. If applicable interest rates rise, then the assumed cost of capital for those Infrastructure Assets would be expected to increase under the discounted cash flow analysis, and this effect would negatively impact their valuations if not offset by other factors. Conversely, a fall in interest rates can positively impact valuations of certain Infrastructure Assets if not offset by other factors. These impacts could be substantial depending upon the magnitude of the change in interest rates. In certain cases, the valuations obtained from the discounted cash flow analysis and the other primary methodology we use, the market multiples approach, may yield different and offsetting results. For example, the positive impact of falling interest rates on discounted cash flow valuations may offset the negative impact of the market multiples valuation approach and may result in less of a decline in value than for those Infrastructure Assets that had a readily observable market price. Finally, low interest rates related to monetary stimulus and economic stagnation may also negatively impact expected returns on all investments, as the demand for relatively higher return assets increases and supply decreases.

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Additionally, with respect to our business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our debt acquisitions to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our debt acquisitions to increase. As of March 31, 2024, we had no indebtedness.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In these agreements, we depend on these counterparties to make payment or otherwise perform. We generally endeavor to reduce our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In addition, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

See “Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Hedging Activities” in this Quarterly Report on Form 10-Q for a discussion of the Company’s hedging transactions.

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Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2024, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f)of the Exchange Act) occurred during the quarter ended March 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II.    Other Information

Item 1.    Legal Proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2024, we were not involved in any material legal proceedings.

Item 1A.    Risk Factors

For information regarding the risk factors that could affect the Company’s business, operating results, financial condition and liquidity, see the information under “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes to the risk factors previously disclosed in such filing.

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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2024, the Company repurchased Shares in the following amounts:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Month #1 (January 1, 2024 to January 31, 2024)	—	$	—	—	—
Month #2 (February 1, 2024 to February 29, 2024) (2)	13,704	$	26.93	13,704	—
Month #3 (March 1, 2024 to March 31, 2024)	—	$	—	—	—
Total	13,704	$	26.93	13,704	—

(1) The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under our share repurchase plan, or none at all, in our discretion at any time. In addition, the aggregate NAV of total repurchases of Class S Shares, Class D Shares, Class U Shares, Class I Shares, Class R-S Shares, Class R-D Shares, Class R Shares and/or Class F Shares under our share repurchase plan will be limited to no more than 5% of our aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to Shareholders as of the end of the immediately preceding calendar quarter).

(2) All Shares listed above were repurchased on February 5, 2024. See “Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Share Repurchases” in this Quarterly Report on Form 10-Q for a discussion of the Company’s share repurchases for applicable share classes during the quarter ended March 31, 2024.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

Not applicable.

Item 6.    Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit Number	Description
3.1	Certificate of Formation, dated as of September 21, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed with the SEC on September 30, 2022)
3.2	Fifth Amended and Restated Limited Liability Company Agreement, dated as of December 15, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 20, 2023 )

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10.1	Revolving Credit Agreement, dated as of April 3, 2024, among certain indirect subsidiaries of KKR Infrastructure Conglomerate LLC, as borrowers, Mizuho Bank, Ltd., as joint lead arranger, administrative agent, and collateral agent, KKR Capital Markets LLC, as joint lead arranger, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 8, 2024)
31.1	Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and Shareholders should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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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, thereunto duly authorized.

	KKR INFRASTRUCTURE CONGLOMERATE LLC
	/s/ Jeffrey B. Van Horn
Date: May 15, 2024	Jeffrey B. Van Horn
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

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