Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. )*
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KKR FS Income Trust
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(Name of Issuer)
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Common shares of beneficial interest, par value $0.01 per share
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(Title of Class of Securities)
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48255N100
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(CUSIP Number)
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Charles E. Sieving
Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer of NextEra
Energy, Inc.
Executive Vice President of Florida Power & Light Company
700 Universe Boulevard
Juno Beach, Florida 33408
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication) |
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| August 29, 2023 (Date of Event which Requires Filing of this Statement)
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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 of §§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 240.13d-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).
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CUSIP No. 48255N100
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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NextEra Energy, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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3,483,107
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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3,483,107
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,483,107
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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41.2%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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HC
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CUSIP No. 48255N100
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Florida Power & Light Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Florida |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
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3,483,107
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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3,483,107
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,483,107
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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41.2%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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CO
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CUSIP No. 48255N100
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SCHEDULE 13D
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Item 1. Security and Issuer.
This statement on Schedule 13D (this “Statement”) relates to common shares of beneficial interest, par
value $0.01 per share (“Common Shares”), of KKR FS Income Trust, a Delaware statutory trust that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Issuer”), with its principal
executive offices located at 201 Rouse Boulevard, Philadelphia, Pennsylvania, 19112.
Item 2. Identity and Background.
(a), (b) and (c) This Statement is being filed by:
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1.
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NextEra Energy, Inc., a Florida corporation (“NextEra Energy”); and
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2.
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Florida Power & Light Company, a Florida corporation (“FPL” and, together with NextEra Energy, the “Reporting Persons”).
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The address of the principal business office of NextEra Energy and FPL is 700 Universe Boulevard, Juno
Beach, Florida 33408.
NextEra Energy is a holding company incorporated in 1984 as a Florida corporation and conducts its operations principally through two of its direct wholly owned subsidiaries,
which are FPL and NextEra Energy Capital Holdings, Inc. ("NEECH") and through direct and indirect subsidiaries of NEECH, including, NextEra Energy Resources, LLC and NextEra Energy Transmission, LLC (collectively “NEER”). FPL is a
rate-regulated electric utility engaged primarily in the generation, transmission, distribution and sale of electric energy in Florida. NEER, through its subsidiaries, currently owns, develops, constructs, manages and operates electric
generation facilities primarily in wholesale energy markets in the U.S. and Canada.
FPL has the power and authority to direct the investment and voting decisions of the trustee of the Florida Power & Light Company Qualified Decommissioning Trusts for Turkey
Point and St. Lucie Nuclear Plants (the “Trust”). The Trust directly owns the Common Shares that are the subject of this Statement.
The Trust is a nuclear decommissioning trust qualified under Section 468A of the Internal Revenue Code of 1986, as amended, the purpose of which is to hold funds for future
decommissioning of nuclear power plants and to comply with any order relating to decommissioning costs of the nuclear plants issued by the Florida Public Service Commission or the Federal Energy Regulatory Commission. The Trust is governed by
the laws of the State of Delaware to the extent not superseded by Federal law.
The directors and executive officers of NextEra Energy and FPL are listed on Schedule I attached hereto, which is incorporated herein by reference into this Item 2 (“Schedule 1”).
(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule 1, 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 persons set forth on Schedule 1, has been a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is 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 Consideration.
The information set forth in Items 4 and 6 hereof is hereby incorporated by reference into this Item 3.
Item 4. Purpose of the Transaction.
Pursuant to an aggregate capital commitment of $100,000,000, on August 29, 2023, the Trust purchased 3,483,107 Common Shares as an investment at a price of $28.71 per Common Share, for an
aggregate purchase price of $100,000,000. The source of funds for such purchase was cash on hand.
The information set forth in Items 3 and 6 hereof is hereby incorporated by reference into this Item 4.
Except as described in this Statement, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans or proposals and may seek to
influence management or the Board of the Issuer with respect to the business and affairs of the Issuer.
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CUSIP No. 48255N100
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SCHEDULE 13D
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Item 5. Interest in Securities of the Issuer.
(a) and (b) The information set forth in Items 7-13 of the cover pages is hereby incorporated by
reference into this Item 5(a) and (b).
(c) The information set forth in Item 3 is hereby incorporated by reference into this Item 5(c).
The Common Shares were purchased in a private placement pursuant to a subscription agreement entered into with the Issuer.
Except as set forth in this Statement, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule 1, has
effected any transactions in the Common Shares in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
The information set forth in Items 3 and 4 hereof is hereby incorporated by reference into this Item 6.
Pursuant to the subscription agreement with the Issuer, the Trust committed to purchase up to $100,000,000 of Common Shares, of which all $100,000,000, representing 3,483,107 Common Shares, have
been purchased as of the date hereof
Except as referenced above or described in Items 3 and 4 hereof, there are no other contracts, arrangements, understandings or relationships among the Reporting Persons or between such Reporting
Persons and any other person with respect to any securities of the Issuer.
The foregoing description of the subscription agreement set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the form of
subscription agreement which is filed as Exhibit B hereto and is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits.
The following are exhibits to this Statement:
| Exhibit A |
Joint Filing Agreement.*
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| Exhibit B |
Form of Subscription Agreement for Capital Commitments (incorporated by reference
to Exhibit 10.1 of Amendment No. 1 to Form 10 filed by the Issuer with the Securities and Exchange Commission on May 26, 2023, File No. 000-56493).
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| * |
Filed herewith.
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SIGNATURE
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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.
Dates: September 5, 2023
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NextEra Energy, Inc.
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By:
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/s/ W. Scott Seeley
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Name:
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W. Scott Seeley
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Title:
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Vice President, Compliance & Corporate Secretary
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Florida Power & Light Company
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By:
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/s/ W. Scott Seeley
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Name:
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W. Scott Seeley
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Title:
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Vice President, Compliance & Corporate Secretary
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SCHEDULE 1
Executive Officers and Directors
The name and principal occupation of each executive officer and directors of NextEra Energy, Inc. (“NEE”) and Florida Power & Light
Company (“FPL”), as applicable, are set forth below. The address for each person listed below is c/o NextEra Energy, Inc., 700 Universe Boulevard, Juno Beach, Florida 33408. All executive officers and directors listed are United States citizens.
None of the executive officers or directors of NEE or FPL owns any common shares of beneficial interest, par value $0.01 per share, of KKR FS Income Trust.
Executive Officers:
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Name
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Principal Occupation
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Deborah H. Caplan
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Executive Vice President, Human Resources and Corporate Services of NEE
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Robert Coffey
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Executive Vice President, Nuclear Division and Chief Nuclear Officer of NEE
Vice President and Chief Nuclear Officer of FPL
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Terrell Kirk Crews II1
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Executive Vice President, Finance and Chief Financial Officer of NEE
Executive Vice President, Finance and Chief Financial Officer of FPL
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Michael H. Dunne
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Treasurer of NEE
Treasurer of FPL
Assistant Secretary of NEE
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John W. Ketchum1,2
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Chairman, President and Chief Executive Officer of NEE
Chairman of FPL
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Rebecca J. Kujawa
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President and Chief Executive Officer of NextEra Energy Resources, LLC
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Mark Lemasney
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Executive Vice President, Power Generation Division of NEE
Executive Vice President, Power Generation Division of FPL
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James M. May
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Vice President, Controller and Chief Accounting Officer of NEE
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Armando Pimentel, Jr.1
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President and Chief Executive Officer of FPL
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Ronald R. Reagan
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Executive Vice President, Engineering, Construction and Integrated Supply Chain of NEE
Vice President, Engineering and Construction of FPL
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Charles E. Sieving
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Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer of NextEra Energy, Inc.
Executive Vice President of FPL
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1. Also a director of FPL.
2. Also a director of NEE.
Directors of NEE:
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Name
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Principal Occupation
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Nicole S. Arnaboldi
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Partner, Oak Hill Capital
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Sherry S. Barrat
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Retired. Formerly Vice Chairman, Northern Trust Corporation
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James L. Camaren
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Private Investor. Formerly Chairman and Chief Executive Officer, Utilities, Inc.
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Kenneth B. Dunn
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Emeritus Professor of Financial Economics and former Dean, Tepper School of Business, Carnegie Mellon University
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Naren K. Gursahaney
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Retired. Formerly President and Chief Executive Officer, ADT Corporation
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Kirk S. Hachigian
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Retired. Formerly Chairman of the Board, JELD-WEN, Inc.
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Amy B. Lane
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Retired. Formerly Investment Banker, Merrill Lynch & Co., Inc.
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David L. Porges
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Retired. Formerly Chairman of the Board, Equitrans Midstream Corporation
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Deborah Stahlkopf
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Executive Vice President & Chief Legal Officer of Cisco Systems
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John A. Stall
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Retired. Formerly President, Nuclear Division, NextEra Energy, Inc.
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Darryl L. Wilson
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Retired. Formerly Vice President, Commercial of GE Power
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Exhibit A
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder
(the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with respect to securities of KKR FS Income Trust, a Delaware statutory trust, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of
them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or
accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be duly executed and delivered as of this 5th
day of September, 2023.
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NextEra Energy, Inc.
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By:
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/s/ W. Scott Seeley
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Name:
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W. Scott Seeley
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Title:
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Vice President, Compliance & Corporate Secretary
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Florida Power & Light Company
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By:
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/s/ W. Scott Seeley
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Name:
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W. Scott Seeley
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Title:
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Vice President, Compliance & Corporate Secretary
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