KKR FS Income Trust Launches $50M Share Repurchase Offer

The fund is repurchasing 5% of its shares at net asset value, with final payments due by late November.

September 03, 2025

Offer Overview

KKR FS Income Trust is giving shareholders a window to exit. The fund has launched a tender offer to repurchase up to 1.9 million of its Class I common shares, or about 5% of its outstanding equity as of June 30. Investors have until 11:59 p.m. ET on September 30 to participate, unless the offer is extended.

What stands out is the structure. Shares will be repurchased at net asset value (NAV) as of September 30, and payments will be made in cash—by check, ACH, or wire—within 65 days of the offer’s expiration. That sets the final distribution deadline for late November.

KKR FS Income Trust isn’t traded on any public exchange. For shareholders looking to exit, this repurchase is one of the few built-in liquidity paths. Participation is optional, and investors need to follow the transmittal procedures laid out in the fund’s Offer to Purchase.

Fund Background

The trust is externally managed by FS/KKR Advisor LLC and is regulated as a business development company. As of June 30, it had 38.3 million Class I shares outstanding. While the board may continue making quarterly repurchase offers, each is subject to approval. There’s no guarantee of future tenders.

Management and board members—who collectively hold just under 1% of the trust’s shares—don’t intend to tender any shares in this round. The offer applies equally to all shareholders, including insiders, should they choose to participate.

Funding will come from available cash. The company doesn’t currently plan to borrow, but if needed, it may explore financing through shareholder contributions or other sources. That decision will depend on how much is tendered and what the market looks like at the time.

Governance and Compliance Details

One important note for governance watchers: Cliffwater Corporate Lending Fund, a large shareholder, has waived its voting rights for any stake above 5%. That agreement remains in place for this offer and reflects prior arrangements tied to regulatory compliance.

The fund has disclosed that no officers, directors, or advisers have traded shares in the last 60 days, and no compensation arrangements have been made in connection with the tender. There’s also no third-party involvement or intent to take the company private.

How to Participate

For investors who want to tender, the process is straightforward but time-sensitive. Instructions are included with the Offer to Purchase, and payments will be tied to the final NAV calculation. Once accepted, shares will be repurchased in full and cash proceeds delivered directly to shareholders.

This tender offer is part of how KKR FS Income Trust manages long-term shareholder expectations in a vehicle with limited liquidity. With a set expiration date, clear pricing terms, and no insider participation, the structure gives current investors a defined path to exit—should they choose to take it.