What Is a Form D Amendment? KKR Infrastructure V's D/A Tops $17 Billion

A Form D amendment, shown on EDGAR as Form D/A, is an updated version of an issuer's existing Form D notice for the same exempt securities offering; it is not a new offering and not a new type of SEC filing. Investors and RIAs increasingly encounter these amendments because private funds raising money under Regulation D must refresh their notice periodically, and the dollar figures inside can look dramatic.

That is precisely the situation with a Form D/A filed on 2026-05-19 by KKR Global Infrastructure Investors V (USD) SCSp (accession 0002062357-26-000140), which reported a total amount sold of $17,369,722,097, up from $11,301,417,703 recorded in a prior amendment dated 2025-05-19. Read in isolation, that jump could look like a single enormous capital event. Understood as an amendment mechanic, it is something more specific, and less dramatic, than that.

What a Form D Amendment Is, and What KKR's Filing Shows

Form D itself is a brief notice, not a registration statement. Issuers relying on a Regulation D exemption (commonly Rule 506(b) or 506(c)) file it to claim that exemption; the SEC does not review or approve the offering by accepting the notice. When information needs to be updated after the original filing, the issuer files Form D/A, which resubmits the entire form with current information rather than appending a short correction.

KKR Global Infrastructure Investors V (USD) SCSp is described in the filing as a Luxembourg special limited partnership operating as a private equity pooled investment fund. Its 2026-05-19 D/A (accession 0002062357-26-000140) is explicitly marked as an amendment (isAmendment: true) and references the issuer's original Form D notice, filed under accession 0002022923-24-000002. That link is what makes it an amendment to a continuing offering rather than a fresh filing: the same issuer, the same offering history, an updated notice.

When Is a Form D Amendment Required?

Regulation D generally requires an issuer to amend a previously filed Form D for three reasons: to correct a material mistake or error, to report certain changes to information originally provided, and to give an annual update for an offering that is still continuing. Corrections and qualifying changes are generally expected to be filed as soon as practicable; the annual update is due on or before the anniversary of the issuer's most recent Form D notice or amendment.

The KKR filing was signed and dated 2026-05-19. The filing text does not state which of the three triggers prompted this particular amendment, and nothing in the record establishes a cause. What the filing does show is a second D/A in a chain that already included a 2025-05-19 amendment, a pattern consistent with (though not proof of) periodic updating of a continuing offering.

What Changes Do Not Require an Amendment

Not every change to a Form D triggers an amendment. Under Regulation D's exceptions, a change in the amount of securities sold, the amount remaining to be sold, or the total number of investors does not, by itself, require the issuer to amend. The same is true for certain qualifying changes to revenue range and to offering or minimum-investment amounts. The practical effect is that large movements in "amount sold" between two Form D snapshots are not, standing alone, evidence that an amendment was required or filed because of that movement.

KKR's total amount sold moved from $11,301,417,703 as of the 2025-05-19 D/A to $17,369,722,097 in the 2026-05-19 D/A (accession 0002062357-26-000140), a change of roughly $6.07 billion. Under the general rule, that figure changing on its own would not have obligated an amendment. Once an amendment was filed for whatever reason, however, the instructions require the issuer to refresh the entire form, which is why this figure, along with the reported investor count of 831, appears current as of the 2026 filing date rather than isolated to a single triggering event.

Does a Form D/A Mean the Fund Just Raised More Money?

Not necessarily. A Form D/A restates the issuer's current cumulative information as of the filing date; it does not itemize new capital raised since the last filing or on the filing date itself. The KKR clarification language makes this cumulative, aggregated character explicit: it states that the reported amounts reflect sales by the issuer, its parallel vehicles, and its affiliated employee vehicles to both U.S. and non-U.S. investors, including the GP commitment.

So the increase from $11,301,417,703 to $17,369,722,097 across the two amendments should be read as two cumulative totals captured roughly a year apart across a multi-vehicle structure, not as a single $6 billion transaction that occurred around May 2026. The filing also lists total offering amount and total remaining as "Indefinite" in the 2026 D/A, meaning there is no stated ceiling in the notice against which to measure progress toward a target size. Neither figure by itself indicates current fund performance, net asset value, or a final close amount.

Form D Amendment vs. a New Form D

An amendment belongs to an existing, continuing offering; a new original Form D is used when an issuer conducts the first sale under a distinct offering, a determination that can involve integration concepts under Rule 152. The practical signal for a reader is lineage: an amendment carries forward a reference to the offering's earlier notice.

KKR's 2026-05-19 D/A explicitly carries the previousAccessionNumber field pointing back to accession 0002022923-24-000002, the issuer's original Form D notice. That reference is what identifies this filing as a continuation of one offering rather than the start of a second, separate fundraising vehicle.

How to Read a Form D/A, and Filing Mechanics

A useful reading order for any Form D/A is: filing type and date, first sale date, exemption claimed, security type, offering duration, amount sold and remaining, investor count, any clarification-of-response language, sales compensation, and related persons. Clarification text is often where an issuer explains how consolidated figures were built, as in KKR's Item 13/14 note above.

Mechanically, an initial Form D is generally due within 15 calendar days after the first sale of securities in the offering; amendments are filed electronically through EDGAR, and there is no SEC filing fee for either. Separate state blue-sky notice filings and fees can apply and vary by jurisdiction, so a federal amendment does not automatically indicate what, if anything, changed at the state level.

KKR's 2026-05-19 filing lists a first-sale date of 2024-06-21, claims exemption items 06b and 3C.7 (consistent with Rule 506(b) and the Investment Company Act's Section 3(c)(7) exclusion), a minimum investment of $0, and a revenue range marked "Decline to Disclose." It also lists placement agents and broker-dealers in the United Kingdom, Chile, South Korea, Singapore, France, and Finland as recipients of sales compensation, indicating the offering solicited investors in multiple non-U.S. jurisdictions.

What this filing does not show

A Form D or Form D/A does not disclose why an issuer amended, does not report fund performance, net asset value, or current valuation, and does not confirm a final close amount or ultimate fund size; the KKR filing's "Indefinite" offering amount and total remaining mean no stated target exists against which to measure the reported total sold. The notice also does not establish state-level blue-sky filing status, since state notice and fee requirements vary by jurisdiction and are not addressed in the federal filing. Finally, an SEC-accepted Form D or D/A is not an SEC endorsement or approval of the offering, and this filing type does not substitute for the disclosure an investor would receive in a registered offering.