KKR & Co. Inc. has signed a definitive agreement with Aon plc under which Aon will acquire USI Insurance Services ("USI" or the "Company"), a leader in risk management, employee benefits and retirement consulting, for total consideration of $17 billion from KKR and its co-investors. The deal underscores the strength of KKR's business model and its continued strong monetization activity. It also marks one of the largest transactions in recent years in the insurance brokerage sector, an industry that has seen sustained consolidation as large brokers seek scale, middle-market reach and technology-driven capabilities — a profile USI has built over nearly a decade of private equity ownership.

The transaction represents approximately 6.0 times the original equity KKR invested in 2017 and 3.4 times the total KKR balance sheet capital invested over the life of KKR's investment in USI. Subject to closing, the exit is expected to generate approximately $3.3 billion of after-tax proceeds for KKR and approximately $2.0 billion of Adjusted Net Income (ANI), or over $2.00 per share of ANI.

USI, KKR's first core private equity investment, forms part of KKR's Strategic Holdings portfolio. The firm is a premier insurance brokerage and consulting business with more than 10,500 team members operating out of nearly 200 offices across the United States, delivering a broad range of technology-enabled property and casualty, employee benefits, personal risk and retirement solutions to large risk management clients, middle market companies, smaller firms and individuals.

KKR first invested in USI in 2017 in partnership with clients, co-investors and USI's management and employees, in a transaction that valued the Company at approximately $4.3 billion. KKR later increased its investment in 2020, 2023 and 2025.

During KKR's ownership, and in partnership with management and employees, USI nearly tripled its revenue through a combination of strong, consistent organic growth and more than 90 strategic acquisitions that expanded the Company's scale, geographic reach and capabilities. KKR also supported a differentiated insurance broker hiring and development strategy that more than doubled the size of the USI team, alongside significant investments in proprietary technology, data and AI capabilities that strengthened client service and improved operational efficiency across the business. Over the course of KKR's ownership, USI's Adjusted Revenues and Adjusted EBITDA grew at compound annual growth rates of approximately 12% and 13%, respectively.

Joe Bae and Scott Nuttall, Co-Chief Executive Officers of KKR, said: "Thank you to everyone at USI who has been part of our journey. USI is a textbook case of partnership, patience and value creation that delivered an exceptional outcome for our shareholders and clients. This monetization milestone for Strategic Holdings also demonstrates that the compounding opportunity of this portfolio – with durable, growth oriented and recurring cash flows – is real."

"We are enormously proud of everything the USI team has accomplished over the course of our partnership," said Chris Harrington, Partner at KKR. "When we acquired USI, we saw a fantastic company that was uniquely positioned to help address the risk management, insurance and employee benefits-related needs of businesses across America. Working alongside Mike Sicard and the management team, we supported significant investments in USI's people, platform and technology to grow a very good business into a stronger, more scaled and more innovative one. USI has continued to innovate and extend its leadership position, and we believe Aon is the ideal long-term partner to support the next chapter of its growth."

"USI's combination with Aon represents a transformative opportunity for the future," said Mike Sicard, Chairman and CEO of USI. "We've had a great long-term partnership with KKR for nearly a decade — together we have invested in our team, our culture and our technology to build the USI platform into what it is today. We are excited to begin the next chapter with Aon and want to thank our partners at KKR for their tremendous support of USI."

Strategic Holdings & Additional Information

Strategic Holdings represents KKR's direct ownership in companies that KKR believes are durable, less cyclical and well positioned to compound value over the long term. Through the Strategic Holdings segment, KKR invests its own capital in portfolio companies, earning investment returns in addition to fees and carried interest from third-party capital.

Under the agreement, Aon will acquire USI for $17 billion in an all-cash transaction. The implied equity value represents an approximately 6.0x return on the equity KKR invested in 2017 and a 3.4x return on the total KKR balance sheet capital invested over the life of KKR's investment in USI.

Pro forma for the sale of USI, Strategic Holdings currently comprises ownership interests in 18 companies, representing KKR's share of approximately $3.5 billion in Adjusted Revenue and approximately $800 million in Adjusted EBITDA for the trailing twelve-month period ended March 31, 2026.

Subject to closing, the transaction is expected to generate approximately $2.0 billion of ANI for KKR, or $2.00 per share of ANI. A reconciliation of forecasted ANI and ANI per share to their corresponding GAAP measures has not been provided due to the unreasonable efforts such a reconciliation would require.

The transaction is expected to close in the fourth quarter of 2026 and remains subject to customary closing conditions and regulatory approvals — a timeline that leaves antitrust review of a deal combining a global brokerage giant with one of the largest US middle-market brokers as a key item to watch before completion.

Goldman Sachs & Co. LLC, Insurance Advisory Partners LLC and Morgan Stanley & Co. LLC are serving as financial advisors to KKR, while Simpson Thacher & Bartlett LLP is serving as legal advisor to KKR and USI.