{"url_path":"/sec/cik-0001975736/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1975736/0001628280-26-034547-index.html","accession_number":"0001628280-26-034547","cik":"0001975736","ticker":null,"issuer_name":"KKR FS Income Trust Select","edgar_url":"https://www.sec.gov/Archives/edgar/data/1975736/0001628280-26-034547-index.html","primary_entity_key":"0001975736","primary_entity_name":"KKR FS Income Trust Select"},"word_count":1702,"has_tables":true,"body_markdown":"Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.\n\nSales of Unregistered Equity Securities\n\nWe have entered into Subscription Agreements with investors and expect to enter into additional Subscription Agreements with additional investors in connection with the Private Offering, pursuant to which we have issued and sold, and expect to continue to issue and sell, Class I shares in reliance on the exemptions from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D thereunder and/or Regulation S under the Securities Act. We relied, in part, upon representations from each participating investor in the relevant Subscription Agreement that such investor is an “accredited investor” as defined in Regulation D under the Securities Act.\n\nExcept as previously reported in our current reports on Form 8-K, we did not sell any equity securities during the three months ended March 31, 2026 that were not registered under the Securities Act.\n\nIssuer Purchases of Equity Securities\n\nDiscretionary Share Repurchase Program\n\nBeginning with the quarter ended September 30, 2024, we commenced a discretionary share repurchase program in which we intend, subject to market conditions and the discretion of our Board of Trustees, to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program if in its reasonable judgment it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act.\n\nUnder our discretionary share repurchase program, to the extent we offer to repurchase Common Shares in any particular quarter, we expect to repurchase Common Shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the Valuation Date, which will be the last calendar day of the applicable quarter. Shareholders should keep in mind that if they tender Common Shares in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered Common Shares, the Company may repurchase such Common Shares subject to the 2% Early Repurchase Deduction. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining holders of Common Shares. Common Shares that are issued pursuant to the DRP and tendered will not be subject to the Early Repurchase Deduction. Common Shares repurchased will be treated as having been repurchased on a “first in-first out” basis for purposes of determining whether and to what extent the Early Repurchase Deduction is applicable. Therefore, the portion of Common Shares repurchased will be deemed to have been taken from the earliest Common Shares purchased by such shareholder for purposes of determining whether and to what extent\n\n77\n\n[Table of Contents](#ieb5c9079516243aab49589768bb3080f_7)\n\nthe Early Repurchase Deduction is applicable, except that in all cases Common Shares issued pursuant to the DRP will be treated as having been repurchased first. This Early Repurchase Deduction will also generally apply to minimum account repurchases.\n\nThe Common Shares may be sold to certain feeder vehicles primarily created to hold the Common Shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, the Company may not apply, in its sole discretion, the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations. In addition, the Company may, in its sole discretion from time to time, waive the Early Repurchase Deduction in respect of any repurchase request arising from, or in connection with, the following circumstances (subject to the conditions described below, as applicable): arising from the death, qualifying disability or divorce of the shareholder; in the event that a shareholder’s Common Shares are repurchased because the shareholder has failed to maintain the $500 minimum account balance; due to trade or operational error; submitted in connection with discretionary transfer programs (and similar arrangements) as approved by the Company; and/or submitted in connection with or by discretionary model portfolio management programs (and similar arrangements) as approved by the Company. Shareholders should be aware that their financial intermediary’s operational systems may not support participation in a Company-approved discretionary transfer program or may impose additional or different requirements in connection with such requests.\n\nAs set forth above, the Company may waive the Early Repurchase Deduction in respect of a repurchase of Common Shares resulting from the death, qualifying disability (as such term is defined in Section 72(m)(7) of the Code) or divorce of a shareholder who is a natural person, including Common Shares held by such shareholder through a trust or an individual retirement account or other retirement or profit-sharing plan, after (i) in the case of death, receiving written notice from the estate of the shareholder, the recipient of the Common Shares through bequest or inheritance, or, in the case of a trust, the trustee of such trust, who shall have the sole ability to request repurchase on behalf of the trust, (ii) in the case of qualified disability, receiving written notice from such shareholder, provided that the condition causing the qualifying disability was not pre-existing on the date that the shareholder became a shareholder of the Company or (iii) in the case of divorce, receiving written notice from the shareholder of the divorce and the shareholder’s instructions to effect a transfer of the Common Shares (through the repurchase of the Common Shares by us and the subsequent purchase by the shareholder) to a different account held by the shareholder (including trust or an individual retirement account or other retirement or profit-sharing plan). The Company must receive the written repurchase request within 12 months after the death of the shareholder, the initial determination of the shareholder’s disability or divorce in order for the requesting party to rely on any of the special treatment described above that may be afforded in the event of the death, disability or divorce of a shareholder. In the case of death, such a written request must be accompanied by a certified copy of the official death certificate of the shareholder. If spouses are joint registered holders of Common Shares, the request to have the Common Shares repurchased may be made if either of the registered holders dies or acquires a qualified disability. If the shareholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right to waiver of the Early Repurchase Deduction upon death, disability or divorce does not apply.\n\nShareholders may tender all of the Common Shares that they own in connection with any of our discretionary quarterly tender offers. In the event the amount of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable. We will have no obligation to repurchase shares, including if the repurchase would violate the restrictions on distributions under federal law or Delaware law. The limitations and restrictions described above may prevent us from accommodating all repurchase requests made in any quarter. Our share repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market. We will offer to repurchase shares on such terms as may be determined by the Board in its complete and absolute discretion unless, in the judgment of the Board, such repurchases would not be in the best interests of our shareholders or would violate applicable law. There is no assurance that the Board will exercise its discretion to offer to repurchase shares or that there will be sufficient funds available to accommodate all of our shareholders’ requests for repurchase. As a result, we may repurchase less than the full amount of shares that a shareholder requests to have repurchased. If we do not repurchase the full amount of shares that a shareholder has requested to be repurchased, or we determine not to make repurchases of our shares, such shareholder will likely not be able to dispose of its shares, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with the RIC qualification and diversification rules and the 1940 Act. Repurchases of shares from shareholders by the Company in connection with the discretionary quarterly tender offers will be paid in cash within 65 days of the expiration of the applicable tender offer, after the determination of the relevant NAV per share is finalized. Repurchases will be effective after receipt and acceptance by the Company of eligible written tenders of shares from shareholders by the applicable repurchase offer deadline.\n\nThe following table sets forth information regarding repurchases of shares of our Common Shares effectuated under our discretionary share repurchase program during the three months ended March 31, 2026:\n\nRepurchase Date\nOffer Date\nTender Offer Expiration\n\nPurchase Price per Share\n\nCommon Shares Repurchased(1)\n\nAggregate Dollar Amount of Common Shares Accepted for Repurchase(1) (in thousands)\n\nJanuary 2, 2026December 1, 2025December 29, 2025$25.58243,832$6,197\n\n78\n\n[Table of Contents](#ieb5c9079516243aab49589768bb3080f_7)\n\n________________\n\n(1)Certain of the amounts herein have been rounded for convenience of presentation.\n\nOn March 2, 2026, we commenced a tender offer, or the March 2026 Tender Offer, pursuant to which we offered to repurchase up to 1,844,578 Common Shares tendered prior to 11:59 p.m., E.T. on March 30, 2026, or the March 2026 Tender Offer Expiration Date. There were 1,350,592 Common Shares validly tendered by shareholders prior to the March 2026 Tender Offer Expiration Date.\n\nSee Note 3 to our unaudited consolidated financial statements included herein for more information regarding our discretionary share repurchase program."}