SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

KKR FS Income Trust

(Name of Issuer)

Common Shares of Beneficial Interest, par value $0.01 per share

(Title of Class of Securities)

48255N100

(CUSIP Number)

Christopher Lee, Esq.

Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

(212) 750-8300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 30, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	KKR Alternative Assets LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			484,457.7979
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			484,457.7979
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

2

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Assets Holdings II L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			484,457.7979
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			484,457.7979
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

3

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Assets II GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			484,457.7979
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			484,457.7979
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

4

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Partnership L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			484,457.7979
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			484,457.7979
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

5

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Holdings Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			484,457.7979
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			484,457.7979
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

6

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	KKR Group Co. Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			484,457.7979
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			484,457.7979
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

7

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	KKR & Co. Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			484,457.7979
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			484,457.7979
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

8

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	KKR Management LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			484,457.7979
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			484,457.7979
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

9

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	Henry R. Kravis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			484,457.7979
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			484,457.7979
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

10

CUSIP No. 48255N100 13D

1	NAMES OF REPORTING PERSONS
	George R. Roberts
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			484,457.7979
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			484,457.7979
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	484,457.7979
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	71.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

11

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D”) relates to common shares of beneficial interest, par value $0.01 per share (the “Shares”), of KKR FS Income Trust (the “Issuer”), a Delaware statutory trust that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, with its principal executive offices located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Item 2. Identity and Background.

(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

(i) KKR Alternative Assets LLC, a Delaware limited liability company;

(ii) KKR Group Assets Holdings II L.P., a Delaware limited partnership;

(iii) KKR Group Assets II GP LLC, a Delaware limited liability company;

(iv) KKR Group Partnership L.P., a Cayman Islands exempted limited partnership;

(v) KKR Group Holdings Corp., a Delaware corporation;

(vi) KKR Group Co. Inc., a Delaware corporation;

(vii) KKR & Co. Inc., a Delaware corporation;

(viii) KKR Management LLP, a Delaware limited liability partnership;

(ix) Henry R. Kravis, a United States citizen; and

(x) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (x) are collectively referred to herein as the “Reporting Persons”).

KKR Group Assets Holdings II L.P. is the sole member of KKR Alternative Assets LLC. KKR Group Assets II GP LLC is the general partner of KKR Group Assets Holdings II L.P. KKR Group Partnership L.P. is the sole member of KKR Group Assets II GP LLC. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR Group Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR & Co. Inc. is the sole shareholder of KKR Group Co. Inc. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.

Each of Joseph Bae, Scott Nuttall, Robert Lewin, Ryan Stork, and Kathryn King Sudol is a director and executive officer of KKR Group Holdings Corp. and KKR Group Co. Inc.  The executive officers of KKR & Co. Inc. are Messrs. Kravis, Roberts, Bae, Nuttall, Lewin and Stork and Ms. Sudol. The directors of KKR & Co. Inc. are listed on Annex A attached hereto, which is incorporated herein by reference (“Annex A”).

Each of Messrs. Bae, Nuttall and Stork and Ms. Sudol is a United States citizen and Mr. Lewin is a Canadian citizen.

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit A.

 (b) The address of the business office of each of the Reporting Persons and the other individuals named in this Item 2, unless as otherwise noted below, is:

30 Hudson Yards

New York, New York 10001

The address of the principal business office of Messrs. Kravis, Bae, Nuttall, Lewin, and Stork and Ms. Sudol is:

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, New York 10001

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

12

The address of the business office of each of the individuals listed on Annex A (other than Messrs. Kravis, Roberts, Bae, and Nuttall) is listed therein.

(c) KKR Group Assets Holdings II L.P., KKR Group Partnership L.P., KKR Group Co. Inc., KKR & Co. Inc. and KKR Management LLP are principally engaged in being holding companies.  KKR Group Assets II GP LLC and KKR Group Holdings Corp. are principally engaged in being the general partners of their respective partnerships.  KKR Alternative Assets LLC is principally engaged in making investments.

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Bae, Nuttall, Lewin and Stork and Ms. Sudol is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Considerations.

On July 21, 2022, KKR Alternative Assets LLC made a capital commitment to invest an aggregate of $25,000,000 in Shares (the “Seed Commitment”).  Pursuant to such Seed Commitment, the following amounts of Shares were purchased by KKR Alternative Assets LLC: (i) between July 25, 2022 and March 27, 2023, an aggregate of 457,142.8568 Shares at a price of $25.00 per share, for an aggregate purchase price of $11,428,571 and (ii) on May 30, 2023, 27,314.9411 Shares at a price of $26.15 per Share, for an aggregate purchase price of $714,286 (collectively, the “Investments”).

The purchase price for the Investments was paid from working capital of KKR Alternative Assets LLC.

Item 4. Purpose of Transaction.

The Reporting Persons are affiliates of the Issuer and the Issuer’s investment adviser, FS/KKR Advisor, LLC, a subsidiary of KKR & Co. Inc. The Reporting Persons acquired the Shares pursuant to a commitment to fund drawdowns and in order to align interests with future investors in the Issuer and seed the Issuer’s investment portfolio prior to third-party investors. This Schedule 13D filing is occasioned solely by KKR Alternative Assets LLC’s beneficial ownership of more than 5% of the presently outstanding Shares of the Issuer as a result of the Investments described in Item 3. KKR Alternative Assets LLC’s ownership as a percentage of the outstanding Shares may be deemed to have the resulting effect of changing or influencing the control of the Issuer, notwithstanding that the Shares of the Issuer beneficially owned by KKR Alternative Assets LLC were acquired in the ordinary course of its business and were not acquired for the purpose of changing or influencing the control of the Issuer.

The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. The descriptions of the contributions and the transactions contained in Item 3 are hereby incorporated by reference into this Item 4.

13

KKR Alternative Assets LLC has agreed to not transfer or otherwise dispose of its Seed Commitment or Shares purchased thereunder without the Issuer’s prior written consent for a period ending on March 31, 2026. Subject to the foregoing, the Reporting Persons may dispose of some or all of their Shares, from time to time, by tendering such Shares for repurchase by the Issuer, depending on price, market liquidity, developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors deemed relevant. In addition, FS/KKR Advisor, LLC, an affiliate of the Reporting Persons, serves as the adviser of the Issuer and, as a result, one or more of the Reporting Persons will influence the activities of the Issuer.

Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named in Item 2 above, with respect to the Issuer, the foregoing is subject to change at any time.

Item 5. Interest in Securities of the Issuer.

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) and (b). The Reporting Persons beneficially own an aggregate of 484,457.7979 Shares, representing 71.4% of the outstanding Shares. The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 678,240.92 Shares outstanding as of May 30, 2023.

KKR Group Assets Holding II L.P. (as the sole member of KKR Alternative Assets LLC), KKR Group Assets II GP LLC (as the general partner of KKR Group Assets Holding II L.P.), KKR Group Partnership L.P. (as the sole member of KKR Group Assets II GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities reported herein.

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any Shares except as described herein.

(c) Other than as described in Item 3 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any Shares during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

Except for the matters described herein, the Reporting Persons have no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Issuer.

14

Item 7. Materials to be Filed as Exhibits.

Exhibit No.	Description
Exhibit A	Joint Filing Agreement by and among the Reporting Persons.
Exhibit B	Powers of Attorney.
Exhibit C	Seed Subscription Agreement, dated as of July 21, 2022 between the Issuer and KKR Alternative Assets LLC.

15

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2023
	KKR ALTERNATIVE ASSETS LLC
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Attorney-in-fact for Robert H. Lewin,
		Chief Financial Officer
	KKR GROUP ASSETS HOLDINGS II L.P.
	By:	KKR Group Assets II GP LLC, its general partner
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Attorney-in-fact for
		Robert H. Lewin, Chief Financial Officer
	KKR GROUP ASSETS II GP LLC
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Attorney-in-fact for
		Robert H. Lewin, Chief Financial Officer
	KKR GROUP PARTNERSHIP L.P.
	By:	KKR Group Holdings Corp., its general partner
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Assistant Secretary
	KKR GROUP HOLDINGS CORP.
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Assistant Secretary

KKR GROUP CO. INC.
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary
KKR & CO. INC.
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary

KKR MANAGEMENT LLP
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary
HENRY R. KRAVIS
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact
GEORGE R. ROBERTS
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact

Annex A

Directors of KKR & Co. Inc.

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc., whose address (unless otherwise specified in the Schedule 13D) is c/o KKR & Co. Inc., 30 Hudson Yards, New York, New York, 10001. Each of such persons is a citizen of the United States other than Arturo Gutiérrez Hernández, who is a citizen of Mexico, Xavier B. Niel, who is a citizen of France, Evan T. Spiegel, who is a citizen of the United States and France, and Matthew R. Cohler who is a citizen of the United States and Malta.

Name	Principal Occupation
Henry R. Kravis	Co-Executive Chairman of KKR & Co. Inc.
George R. Roberts	Co-Executive Chairman of KKR & Co. Inc.
Joseph Y. Bae	Co-Chief Executive Officer of KKR & Co. Inc.
Scott C. Nuttall	Co-Chief Executive Officer of KKR & Co. Inc.
Adriane M. Brown	Managing Partner of Flying Fish Partners
Matthew R. Cohler	Former General Partner of Benchmark
Mary N. Dillon	President and Chief Executive Officer of Foot Locker, Inc.
Joseph A. Grundfest	William A. Franke Professor of Law and Business (Emeritus) of Stanford Law School
Arturo Gutiérrez Hernández	Chief Executive Officer of Arca Continental, S.A.B. de C.V.
John B. Hess	Chief Executive Officer of Hess Corporation
Dane E. Holmes	Chief Executive Officer, Co-Founder, and Chairman of Eskalera Inc.
Raymond J. McGuire	President of Lazard Ltd.
Xavier B. Niel	Founder, and Chairman of the Board of Iliad SA
Patricia F. Russo	Retired, Former Chief Executive Officer of Alcatel-Lucent
Robert W. Scully	Retired, Former Member of the Office of the Chairman of Morgan Stanley
Evan T. Spiegel	Co-Founder and Chief Executive Officer of Snap Inc.

EX-99.A

Exhibit A

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Shares of Beneficial Interest, par value $0.01 per share, of KKR FS Income Trust is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: June 9, 2023
	KKR ALTERNATIVE ASSETS LLC
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Attorney-in-fact for Robert H. Lewin,
		Chief Financial Officer
	KKR GROUP ASSETS HOLDINGS II L.P.
	By:	KKR Group Assets II GP LLC, its general partner
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Attorney-in-fact for
		Robert H. Lewin, Chief Financial Officer
	KKR GROUP ASSETS II GP LLC
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Attorney-in-fact for
		Robert H. Lewin, Chief Financial Officer
	KKR GROUP PARTNERSHIP L.P.
	By:	KKR Group Holdings Corp., its general partner
	By:	/s/ Christopher Lee
		Name: Christopher Lee
		Title: Assistant Secretary

KKR GROUP HOLDINGS CORP.
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary
KKR GROUP CO. INC.
By:	/s/ Christopher Lee
Name: Christopher Lee
Title: Assistant Secretary
KKR & CO. INC.
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary
KKR MANAGEMENT LLP
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Assistant Secretary
HENRY R. KRAVIS
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact
GEORGE R. ROBERTS
By:	/s/ Christopher Lee
	Name: Christopher Lee
	Title: Attorney-in-fact

EX-99.B

Exhibit B

POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ Henry R. Kravis
	Name: Henry R. Kravis
Date: May 28, 2014

POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ George R. Roberts
	Name: George R. Roberts
Date: May 28, 2014

POWER OF ATTORNEY

Know all men by these presents that Robert H. Lewin does hereby make, constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ Robert H. Lewin
	Name: Robert H. Lewin
Date: January 14, 2020

EX-99.C

Exhibit C

SUBSCRIPTION AGREEMENT

Subscription Agreement, dated as of July 21, 2022, between KKR FS Income Trust, a Delaware statutory trust (the “Fund”), and KKR Alternative Assets LLC (the “Purchaser”).

WHEREAS, the Fund is an investment company that expects to elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Fund proposes to initially issue and sell one class of common shares of beneficial interest, $0.01 par value per share—Class S (the “Common Shares”)—in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), set forth in Rule 506 of Regulation D promulgated thereunder;

WHEREAS, this Subscription Agreement is being executed and delivered in connection with the subscription by the Purchaser to purchase a number of Common Shares through periodic calls of all or a portion of capital amounts of the Purchaser’s aggregate capital commitment (the “Capital Commitment”) in the amount set forth on the signature page below; and

NOW, THEREFORE, the Fund and the Purchaser agree as follows:

1. The Purchaser acknowledges and agrees that this subscription (i) is irrevocable on the part of the Purchaser, (ii) is conditioned upon acceptance by the Fund and (iii) may be accepted or rejected in whole or in part by the Fund in its sole discretion at any time. The Purchaser has received and reviewed, and agrees to be bound by, all the terms and provisions of this Subscription Agreement, the Fund’s bylaws (as amended, restated or modified from time to time), the Fund’s amended and restated declaration of trust (as amended, restated or modified from time to time) and the Investment Advisory and Administrative Services Agreement by and between FS/KKR Advisor, LLC and the Fund (as amended, restated or modified from time to time).

2. The Fund expects to enter into separate Subscription Agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with other investors (the “Other Investors,” and together with the Purchaser, the “Investors”), providing for the sale of Shares to the Other Investors either on a capital commitment basis or for the immediate payment of cash against the immediate delivery of Shares. This Subscription Agreement and the Other Subscription Agreements are separate agreements, and the sales of Shares to the Purchaser and the Other Investors are to be separate sales.

3. The closing of the subscription for the Shares by the Purchaser (the “Closing”) shall take place on the date that this Subscription Agreement (having been executed and fully completed by the Purchaser) is accepted in whole or in part by the Fund (such date being the date filled in by the Fund on the signature page hereto). On the date of the Fund’s receipt of the Purchaser’s first Drawdown Purchase (defined below), assuming the Closing has taken place, the Purchaser shall be registered as a shareholder of the Fund (a “Shareholder”).

4. In the event that the Purchaser is permitted by the Fund to make an additional capital commitment to purchase Shares on a date after the Closing, the Purchaser shall be required to enter into a separate Subscription Agreement or an addendum to this Subscription Agreement covering such additional capital commitment.

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5. Drawdowns.

(a) Subject to the provisions of this Section 5, the Purchaser agrees to purchase Shares for an aggregate purchase price equal to its Capital Commitment, payable at such times and in such amounts as required by the Fund. The Purchaser shall be required to fund a capital contribution to purchase Shares (a “Drawdown Purchase”) each time the Fund delivers a notice (the “Drawdown Notice”) to the Purchaser. Drawdown Notices shall be delivered at least three business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Purchaser in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Purchaser to purchase Shares on such Drawdown Date. The per Share price for the purchase of Shares on a Drawdown Date (the “Per Share Price”) shall be equal to (i) prior to the Fund’s election to be regulated as a business development company under the 1940 Act (the “BDC Election”), $25.00 per Share, and (ii) upon and after the BDC Election, a per Share price equal to the then-current net asset value per Share (“NAV per Share”) as determined in accordance with the Fund’s valuation procedures. However, the Fund reserves the right to sell Shares at a price set above the NAV per Share based on a variety of factors, including, without limitation, the total amount of the Fund’s organizational and other expenses. No Investor shall be required to invest more than the total amount of its Capital Commitment.

(b) Each Drawdown Purchase Price shall be payable, in U.S. dollars and in immediately available funds per the wire transfer instructions set forth in such Drawdown Notice. In addition to the wire transfer instructions, each Drawdown Notice shall set forth (i) the Drawdown Date, (ii) the aggregate amount of capital that is being drawn down from all Investors and (iii) the Purchaser’s share of capital drawn. The delivery of a Drawdown Notice to the Purchaser shall be the sole and exclusive condition to the Purchaser’s irrevocable and unconditional obligation to pay such Drawdown Purchase Price in the amount set forth therein, without any right of offset, reduction, counterclaim or defense.

(c) Concurrent with any payment of all or a portion of the Drawdown Purchase Price, the Fund shall issue to the Purchaser a number of Shares equal to the amount of the Drawdown Purchase Price funded by the Subscriber on the applicable Drawdown Date divided by the Per Share Price as of such Drawdown Date. For the avoidance of doubt, the Fund shall not issue Shares to the Purchaser for any portion of the Purchaser’s Capital Commitment that has not been paid to the Fund and used to purchase Shares pursuant to one or more Drawdown Notices (the “Undrawn Capital Commitment”).

(d) The Purchaser acknowledges and agrees that the Fund intends to request contributions from all Investors with an Undrawn Capital Commitment pro rata in accordance with the Capital Commitments of all Investors with Undrawn Capital Commitments; provided that the Fund shall retain the right, if determined by the Fund in its sole discretion, to require the Purchaser (i) to fund a Drawdown Purchase Price that is more or less than its pro rata share or (ii) to fund a Drawdown Purchase Price but not require Other Investors to do so to seek to equalize the percentage of the Purchaser’s total Capital Commitment that has been contributed to the Fund relative to the capital contributions of Other Investors or for regulatory, tax or other similar basis for distinguishing among Investors, including compliance with an Investor’s internal investment guidelines. The Purchaser acknowledges and agrees that the Fund may, if determined by the Fund in its sole discretion, from time to time require capital contributions from Other Investors and not the Purchaser or vice versa. Accordingly, Drawdown Notices may be issued only to selected investors and Shareholders (including or excluding the Purchaser) from time to time and require a purchase of Shares by such Investors in amounts determined by the Fund in its sole discretion.

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(e) The Fund may enter into Other Subscription Agreements with Other Investors after the Closing, with any closing thereunder referred to as a “Subsequent Closing” and any Other Investor whose subscription has been accepted at such Subsequent Closing referred to as a “Subsequent Investor.” On one or more dates to be determined by the Fund that occur on or following the Subsequent Closing (each such date, a “Catch-Up Date”), each Subsequent Investor which enters into a Capital Commitment with the Fund may be required, in the Fund’s sole discretion, to purchase from the Fund a number of Shares with an aggregate purchase price necessary to ensure that, upon payment of the aggregate purchase price for such Shares by the Subsequent Investor on such Catch-Up Date(s), such Subsequent Investor’s Invested Percentage (as defined below) shall be equal to the Invested Percentage of all prior Investors which have entered into Capital Commitments with the Fund (other than any defaulting Investor) (such amount, the “Catch-Up Purchase Price” and such purchase, the “Catch-up Purchase”). Upon payment of all or a portion of the Catch-Up Purchase Price by such an Investor on a Catch-Up Date, the Fund shall issue to each such Subsequent Investor a number of Shares determined by dividing (x) the Catch-Up Purchase Price paid minus, in the Fund’s discretion, the Subsequent Investor’s pro rata portion of the Fund’s organizational and offering expenses, by (y) the NAV per Share as of a Catch-Up Date (determined prior to such issuance). Investors that make a Capital Commitment prior to any Subsequent Closing will not be required to fund Drawdown Purchases on a Drawdown Date until all Subsequent Investors have made their entire Catch- up Purchase. For the avoidance of doubt, in the event that the Catch-Up Date and a Drawdown Date occur on the same calendar day, such Catch-Up Date and the application of the provisions of this Section 5(e) shall be deemed to have occurred immediately prior to the relevant Drawdown Date. “Invested Percentage” means, with respect to an Investor, the quotient determined by dividing (i) the aggregate amount of contributions made by such Investor by (ii) such Investor’s Capital Commitment.

(f) Prior to any such Catch-Up Date, the Fund may, upon receipt of written consent from the Purchaser, redeem Shares owned by the Purchaser at a per Share price equal to the NAV per Share as of the date of such redemption, or otherwise return a portion of the Purchaser’s capital contributions to the Purchaser (each, a “Return of Capital”), in each case which shall increase the Purchaser’s Undrawn Capital Commitment by a corresponding amount and may be drawn down at later dates by the Fund in accordance with this Section 5. For the avoidance of doubt, in the event that the Return of Capital and a Catch-Up Date occur on the same calendar day, such Return of Capital and the application of the provisions in the immediately preceding sentence shall be deemed to have occurred immediately prior to the relevant Catch-Up Date.

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6. The Purchaser may terminate its obligations to fund any Undrawn Capital Commitment pursuant to this Subscription Agreement at any time by submitting a written request to the Fund; provided that such termination shall be conditioned upon (1) the Fund’s written acceptance and (2) entry by the Purchaser into a new subscription agreement with the Fund to purchase an amount of Shares no less than the Purchaser’s Undrawn Capital Commitment under this Subscription Agreement as of the date of such termination, on terms substantially similar in all material respects to each other subscription agreement providing for the admission of institutional investors to the Fund. For the avoidance of doubt, following the termination of the Subscription Agreement pursuant to this Section 6, any Undrawn Capital Commitment under this Subscription Agreement shall automatically be reduced to zero.

7. The Purchaser represents and warrants to the Fund that it is acquiring the Shares for the Purchaser’s own account for investment purposes only and not with a view to resale or distribution.

8. The Purchaser understands that the offering and sale of the Shares are intended to be exempt from registration under the Securities Act, applicable U.S. state securities laws and the laws of any non-U.S. jurisdictions by virtue of the private placement exemption from registration provided in Section 4(a)(2) of the Securities Act, exemptions under applicable U.S. state securities laws and exemptions under the laws of any non-U.S. jurisdictions, and the Purchaser agrees that neither its Capital Commitment nor any Shares acquired by the Purchaser may be Transferred (as defined below) without the Fund’s prior written consent (i) for a period beginning on the date of the Closing and ending on the third anniversary of the date on which the Fund elects to be regulated as a business development company under the 1940 Act (the “Lock-Up”) and/or (ii) in any manner that would require the Fund to register the Shares under the Securities Act, under any U.S. state securities laws or under the laws of any non-U.S. jurisdictions; provided, that the Purchaser granting a lien on any Shares as all or any part of collateral to secure any type of financing transaction (“Collateral Shares”) and the Transfer of any Collateral Shares resulting from the foreclosure in respect of the lien on such Collateral Shares shall not require the Fund’s prior written consent and shall be permitted during the period of, and not be subject to, the Lock-Up. For purposes of this Subscription Agreement, “Transfer” (or any derivative thereof) shall mean to sell, offer for sale, agree to sell, exchange, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise dispose of or agree to dispose of, in any case whether directly or indirectly.

9. The Purchaser represents and warrants that it is (i) a “qualified purchaser” within the meaning of Section 2(a)(51) of the 1940 Act, (ii) an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act and (iii) not subject to and is not aware of any facts that would cause the Purchaser to be subject to any of the “Bad Actor” disqualifications as described in Rule 506(d)(1)(i) to (viii) under the Securities Act.

10. The Purchaser elects not to participate in any distribution reinvestment plan of the Fund and has completed or will complete upon request by the Fund the investor information form attached as Exhibit A hereto.

[Remainder of Page Intentionally Left Bank

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IN WITNESS WHEREOF, the Purchaser has caused its duly authorized officers to execute this Subscription Agreement as of the date first above written for a Capital Commitment of:

$25,000,000

KKR ALTERNATIVE ASSETS LLC
By:	/s/ Christopher Lee
Name:  Christopher Lee
Title: Assistant Secretray

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The foregoing Subscription Agreement is accepted and agreed by the Fund, for a Capital Commitment of

$  25,000,000                              , as of   July 21                            , 2022.

KKR FS INCOME TRUST
By:	/s/ Stephen Sypherd

Name: Stephen Sypherd

Title: General Counsel and Secretary

 

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