Kennedy Wilson Holdings Inc (KW)

First Advantage Set to Join S&P SmallCap 600June 11, 2026 6:41 PM
PR Newswire (US) NEW YORK, June 11, 2026 /PRNewswire/ -- First Advantage Corporation (NASD: FA) will replace Kennedy-Wilson Holdings Inc. (NYSE: KW) in the S&P SmallCap 600 effective prior to the opening of trading on Tuesday, June 16. A consortium led by KW's CEO with Fairfax Financial Holdings Limited (TSE: FFH) is acquiring Kennedy-Wilson Holdings in a deal expected to close soon, pending final closing conditions.Following is a summary of the changes that will take place prior to the open of trading on the effective date:Effective Date     Index Name       ActionCompany NameTicker     GICS Sector     June 16, 2026S&P SmallCap 600     Addition     First AdvantageFAIndustrialsJune 16, 2026S&P SmallCap 600DeletionKennedy-Wilson Holdings     KWReal EstateABOUT S&P DOW JONES INDICESS&P Dow Jones Indices is the largest global resource for essential index-based concepts, data and research, and home to iconic financial market indicators, such as the S&P 500® and the Dow Jones Industrial Average®. More assets are invested in products based on our indices than products based on indices from any other provider in the world. Since Charles Dow invented the first index in 1884, S&P DJI has been innovating and developing indices across the spectrum of asset classes helping to define the way investors measure and trade the markets.S&P Dow Jones Indices is a division of S&P Global (NYSE: SPGI), which provides essential intelligence for individuals, companies, and governments to make decisions with confidence. For more information, visit www.spglobal.com/spdji/en/.FOR MORE INFORMATION:S&P Dow Jones Indices
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spdji.comms@spglobal.com   View original content:https://www.prnewswire.com/news-releases/first-advantage-set-to-join-sp-smallcap-600-302798639.htmlSOURCE S&P Dow Jones Indices Original: First Advantage Set to Join S&P SmallCap 600

Kennedy Wilson and APG Form €2 Billion Residential Joint Venture to Develop and Manage over 3,400 Private Rented Homes in IrelandJune 4, 2026 3:01 AM
Business Wire Platform to develop three sites in Dublin, delivering approximately 2,300 new homes Kennedy Wilson (NYSE: KW), a global real estate investment company, announces the formation of a new residential joint venture with APG, on behalf of, amongst others, Dutch pension fund ABP, one of the world's largest pension investors, to create a €2 billion residential development and asset management platform. The venture will encompass more than 3,400 private rented homes across both operating and development assets, further strengthening Kennedy Wilson’s position as the leader in residential real estate in the Irish market. Upon completion of the developments, Kennedy Wilson’s owned and managed Irish portfolio will extend to approximately 6,900 residential units. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260604996457/en/Player Wills - Dublin, Ireland A Platform Built for Scale The joint venture comprises two complementary investment opportunities. The first sees Kennedy Wilson acquire a minority equity interest in APG's existing Cherrywood portfolio in south Dublin, one of Ireland's largest multi-family communities. The over 1,100-unit portfolio is already fully developed and occupied, and APG will retain a majority interest. The second will also see Kennedy Wilson acquire a minority equity interest in, and develop and deliver, approximately 2,300 new private rented sector units across the Player Wills, Bailey Gibson and Clonliffe sites. Development of Player Wills, Bailey Gibson and Clonliffe Sites Once developed, all three sites will transform long-derelict industrial and institutional land in established Dublin neighbourhoods into vibrant new residential communities. Each site holds full planning permission, with construction commencing immediately on over 700 units at the former Player Wills cigarette factory on the South Circular Road in Dublin 8. Construction on the remaining 1,500+ units across the Bailey Gibson and Clonliffe schemes is expected to commence early 2027. John Keegan, Head of Capital Formation, EMEA at Kennedy Wilson, commented: “This joint venture marks a significant milestone for Kennedy Wilson in Ireland and represents a compelling opportunity to partner with one of the world's largest pension funds to deliver much-needed private rental homes at scale. These developments span from the regeneration of former industrial sites at Player Wills and Bailey Gibson to the landmark Clonliffe development. They are all projects that will transform communities, create lasting amenities for local residents, and make a meaningful contribution to supporting Ireland's housing delivery targets. “As a long-term investor in Ireland over the past 15 years, we are proud to have been one of the most active developers and asset managers in Ireland, delivering more than 1,800 homes in Dublin and having stewardship for a portfolio of approximately 3,500 owned units today. Our proven track record of delivery, combined with our ambition to further grow this platform through future development, reflects our continued confidence in the Irish market and Kennedy Wilson’s long-term commitment to Ireland.” Robert-Jan Foortse, Head of Real Estate Europe, APG, commented: “We are pleased to enter into this partnership with Kennedy Wilson, marking an important next step for APG in Ireland and reflecting our continued conviction in the Irish residential market. Building on the strong progress we have seen at Cherrywood, this portfolio and pipeline can deliver high-quality homes at scale, help transform neighborhoods and contribute to vibrant, sustainable communities in a market with acute demand for housing. "We believe long-term institutional capital like ours can play an important role in supporting the delivery of well-managed housing and creating places where people want to live. For our pension fund clients and their participants, this is the type of long-term residential investment we seek, combining attractive financial fundamentals with meaningful social relevance, with the latter further cementing the long-term resilience of the former.” About Kennedy Wilson Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum over the past 17 years. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com About APG As the largest pension services provider in the Netherlands APG manages approximately €601 billion (December 2025) in pension assets for 4.7 million participants. APG provides executive consultancy, asset management, pension administration and pension communication. With approximately 3,700 employees we work from Heerlen, Amsterdam, Brussels, New York, Hong Kong, and Singapore. We work for pension funds and employers in the sectors of education, government, construction, cleaning, housing associations, sheltered employment organizations, medical specialists, and architects. For further information, please visit: https://apg.nl/en/ KW-IR View source version on businesswire.com: https://www.businesswire.com/news/home/20260604996457/en/ Kennedy Wilson Investors
Daven Bhavsar, CFA
Head of Investor Relations
+1 (310) 887-3431
dbhavsar@kennedywilson.com Irish Media
Sam Moore
+353 87 737 9089
KennedyWilsonIrl@fticonsulting.com U.S. Media
Emily Heidt
Managing Director, Communications
+1 (310) 887-3499
eheidt@kennedywilson.com Original: Kennedy Wilson and APG Form €2 Billion Residential Joint Venture to Develop and Manage over 3,400 Private Rented Homes in Ireland

Kennedy Wilson Announces Launch of Tender Offer for Any and All of Its Outstanding 5.000% Senior Notes Due 2031 and Issuance of Notices of Redemption for its 4.750% Senior Notes Due 2029 and its 4.750% Senior Notes Due 2030May 15, 2026 4:24 PM
Business Wire Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (NYSE: KW) (the “Company” or “Kennedy Wilson”), today announced that it has commenced an offer to purchase for cash (the “Offer”) any and all of its outstanding 5.000% Senior Notes due 2031 (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 15, 2026, as it may be amended or supplemented from time to time (the “Offer to Purchase”). The Offer is being made pursuant to the Fundamental Change Offer provisions of the indenture governing the Notes (the “Indenture”) in connection with the proposed acquisition of the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 16, 2026, as amended on March 15, 2026, by and among the Company, Kona Bidco, LLC and Kona Merger Subsidiary, Inc. (“Merger Sub”), an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company, and including Fairfax Financial Holdings Limited (“Fairfax”) (collectively, the “Consortium”), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub would merge with and into the Company, and the Company would continue as the surviving corporation (the “Merger”). The consummation of the Merger is expected to constitute a Fundamental Change under the Indenture. The terms of the Offer are set forth in the table below: Issuer   Title of Security   CUSIP No.   Aggregate Principal Amount Outstanding   Purchase Price (per $1,000 principal amount) (1)   Accrued Interest Kennedy-Wilson, Inc.   5.000% Senior Notes due 2031   489399AM7   $600,000,000   $1,010.00 (101.000% of principal amount)   Accrued and unpaid interest to, but excluding, the Purchase Date (1) Per $1,000 principal amount of Notes validly tendered and accepted for purchase. In addition to the Purchase Price, holders whose Notes are accepted for purchase will receive accrued and unpaid interest from the last interest payment date preceding the Purchase Date, as defined below, to, but excluding, the Purchase Date, subject to the right of holders of record on the relevant Regular Record Date, as defined in the Indenture, to receive interest due on the relevant Interest Payment Date, as defined in the Indenture. The Offer is being made in connection with the Merger. The consummation of the Merger is expected to constitute a Fundamental Change under the Indenture. Under the Indenture, upon the occurrence of a Fundamental Change, each holder has the right to require that the Issuer purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). The Offer is being made in advance of, and conditional upon, the consummation of the Merger and the occurrence of the Fundamental Change. Expiration, Withdrawal and Settlement The Offer will expire at 5:00 p.m., New York City time, on or around June 15, 2026, unless extended or earlier terminated (such time and date, as it may be extended, the “Expiration Time”). Holders must validly tender and not validly withdraw their Notes at or prior to the Expiration Time to be eligible to receive the Purchase Price and accrued and unpaid interest. Tenders of Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on June 15, 2026, unless otherwise required by applicable law (the “Withdrawal Deadline”). Following the Withdrawal Deadline, tenders may not be withdrawn except as required by applicable law. Notes validly withdrawn may be re-tendered at or prior to the Expiration Time. Payment for Notes validly tendered and not validly withdrawn and accepted for purchase is expected to be made promptly after the Expiration Time on June 16, 2026 (the “Purchase Date”), in immediately available funds through the Tender and Information Agent and The Depository Trust Company (“DTC”), subject to satisfaction or waiver of the conditions to the Offer. No Consent Solicitation The Offer is not being made in connection with any consent solicitation, and Kennedy Wilson is not seeking any amendment, waiver or modification of the Indenture governing the Notes in connection with the Offer. Notes not tendered and purchased in the Offer will remain outstanding and will continue to be governed by the existing terms of the Indenture. Tender Procedures All Notes are held in book-entry form through the facilities of DTC. To tender Notes, holders must instruct their broker, dealer, commercial bank, trust company or other nominee to tender their Notes through DTC’s Automated Tender Offer Program (“ATOP”). Beneficial owners should contact their broker, dealer, commercial bank, trust company or other nominee promptly, as such intermediaries may have earlier internal deadlines. There are no guaranteed delivery procedures provided in conjunction with the Offer. Holders must tender their Notes in accordance with the procedures set forth in the Offer to Purchase at or prior to the Expiration Time in order to participate in the Offer. Kennedy Wilson is offering to purchase any and all Notes validly tendered and not validly withdrawn pursuant to the Offer. There is no cap and no proration applicable to the Offer. Conditions to the Offer Consummation of the Offer is conditioned upon (i) the Merger being consummated, or being consummated substantially concurrently with the Purchase Date, and (ii) the satisfaction or waiver of the general conditions described in the Offer to Purchase. If the Merger Agreement is terminated or the Merger otherwise fails to be consummated, no Fundamental Change will have occurred, and the Offer will be terminated without any Notes being purchased. In such event, tendered Notes will be credited to the account maintained at DTC from which such Notes were delivered, promptly following the date of such termination. Kennedy Wilson has the right, subject to applicable law and the terms of the Indenture, to terminate, extend or amend the Offer as described in the Offer to Purchase. No Recommendation None of the Issuer, the Company, the Tender and Information Agent, the Trustee or any of their respective affiliates makes any recommendation in connection with the Offer as to whether any holder should tender or refrain from tendering all or any portion of the principal amount of such holder’s Notes. Holders must make their own decision as to whether to participate in the Offer and, if so, the principal amount of Notes to tender. Tender and Information Agent D.F. King & Co., Inc. has been appointed as tender and information agent (the “Tender and Information Agent”) for the Offer. Questions concerning the terms of the Offer and tender procedures and requests for additional copies of the Offer to Purchase should be directed to the Tender and Information Agent by phone (toll-free) at (877) 297-1746 or (all other calls) at (212) 256-9073, or by email at kw@dfking.com. Offer Disclaimer This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell the Notes. The Offer is being made only pursuant to the Offer to Purchase and the related materials. The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained by contacting the Tender and Information Agent using the contact information set forth above. Notices of Redemption In addition, the Issuer today issued notices of redemption with respect to its 4.750% senior notes due 2029 (the “2029 Notes”) and its 4.750% senior notes due 2030 (the “2030 Notes”), pursuant to which the Issuer will redeem in full the 2029 Notes and the 2030 Notes on June 16, 2026. The redemption is conditioned on the consummation of the Merger and the issuance of at least $1.8 billion aggregate principal amount of senior debt. On May 14, 2026, the Issuer priced the previously announced private offering of $1.8 billion in aggregate principal amount of senior notes, consisting of $1.1 billion aggregate principal amount of 7.000% senior notes due 2031 and $700 million aggregate principal amount of 7.250% senior notes due 2033, which offering is expected to close on or around May 29, 2026, subject to customary closing conditions. If the conditions precedent to the redemption are not satisfied (or waived by the Issuer in its sole discretion) on or prior to June 16, 2026, the Issuer will notify, or cause to be notified, the Holders (i) to rescind the redemption notices or (ii) of a delayed redemption date. About Kennedy Wilson Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com. Additional Information About the Merger and Where to Find It This press release is being made in respect of the proposed merger involving the Company and the Consortium. The Company expects to seek, and intends to file with the Securities and Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with a special meeting of the Company stockholders for purposes of obtaining, stockholder approval of the Merger (the “Definitive Proxy Statement”). The Definitive Proxy Statement will be sent or given to the stockholders of the Company and will contain important information about the Merger and related matters. The Company, affiliates of the Company and affiliates of the Consortium intend to jointly file a Schedule 13E-3 with the SEC. The Company may also file other documents with the SEC regarding the Merger. This press release is not a substitute for the Definitive Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov or from the Company at its website at https://ir.kennedywilson.com/financial-information-and-sec-filings/sec-filings. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference into, nor does it form a part of, this press release or any other document that the Company files with the SEC. Participants in the Solicitation The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the Merger will be set forth in the Definitive Proxy Statement for its stockholder meeting at which the Merger will be submitted for approval by the Company’s stockholders. You may also find additional information about the Company’s directors and executive officers in the Company’s Amendment No. 1 to Form 10-K/A, which was filed with the SEC on April 29, 2026, under the sections “Director Compensation,” “Executive Compensation,” “Security Ownership of Management and Certain Beneficial Owners” and “Certain Relationships and Related Transactions”. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Definitive Proxy Statement and other relevant documents to be filed with the SEC, if and when they become available. These documents will be available free of charge as described above. No Offer or Solicitation This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s senior management based on the Company’s current estimates, expectations, forecasts and projections and include comments that express the Company’s current opinions about trends and factors that may impact future results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the Merger will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the necessary stockholder approval, or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger may be terminated in circumstances requiring the Company or Fairfax, as the case may be, to pay a termination fee; (3) the risk that the Merger disrupts the Company’s or Fairfax’s current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the Merger on the Company’s or Fairfax’s operating results and business generally; (6) the significant costs, fees and expenses related to the Merger; (7) the risk that the Company’s or Fairfax’s stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company, Fairfax and/or their respective directors, executive officers or other related persons; (9) other risks that could affect the Company’s or Fairfax’s business, financial condition or results of operations, including those set forth in (i) the Company’s most recent Annual Report on Form 10-K and any subsequent filings, or (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca; and (10) other risks to the consummation of the Merger, including the risk that the Merger will not be consummated within the expected time or at all. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the Company’s or Fairfax’s control, and involve known and unknown risks and uncertainties that could cause the Company’s or Fairfax’s actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this press release and other filings with the SEC and with the securities regulatory authorities in Canada. Any such forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by the Company or Fairfax, as applicable, about its businesses including, without limitation, the risk factors discussed in the Company’s and Fairfax’s filings with the SEC and the securities regulatory authorities in Canada. If the Merger is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. These and other factors are identified and described in more detail in (i) the Company’s most recent Annual Report on Form 10-K, which is available online at www.sec.gov, as well as the Company’s subsequent filings, and (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, neither the Company nor Fairfax undertakes any obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. KW-IR View source version on businesswire.com: https://www.businesswire.com/news/home/20260515580669/en/ Investors
Daven Bhavsar, CFA
Head of Investor Relations
+1 (310) 887-3431
dbhavsar@kennedywilson.com Media
Emily Heidt
Managing Director, Communications
+1 (310) 887-3499
eheidt@kennedywilson.com Original: Kennedy Wilson Announces Launch of Tender Offer for Any and All of Its Outstanding 5.000% Senior Notes Due 2031 and Issuance of Notices of Redemption for its 4.750% Senior Notes Due 2029 and its 4.750% Senior Notes Due 2030

Kennedy Wilson Announces Pricing of $1.8 Billion Senior Notes OfferingMay 14, 2026 5:09 PM
Business Wire Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (the “Company” or “Kennedy Wilson”), today announced the pricing of the previously announced private offering (the “Offering”) of $1.8 billion in aggregate principal amount of senior notes, consisting of $1.1 billion of 7.000% senior notes due 2031 (the “2031 Notes”) and $700 million of 7.250% senior notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). If the Merger (as defined and discussed below) is consummated, the Company expects to use the net proceeds from the Offering (i) to redeem in full the Issuer’s 4.750% senior notes due 2029 (the “2029 Existing Notes”) and 4.750% senior notes due 2030 (the “2030 Existing Notes”), and pay any related premiums, if any, fees and expenses, including accrued and unpaid interest with respect to the 2029 Existing Notes and 2030 Existing Notes, (ii) to make an offer to purchase the 5.000% senior notes due 2031 (the “2031 Existing Notes”) pursuant to the fundamental change provisions of the indenture governing the 2031 Existing Notes, and (iii) the remainder, if any, to repay all or a portion of the indebtedness outstanding under the Issuer’s unsecured credit facility and/or for general corporate purposes. As previously announced, the Company is party to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 16, 2026, as amended on March 25, 2026, by and among the Company, Kona Bidco, LLC and Kona Merger Subsidiary, Inc. (“Merger Sub”), an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company, and including Fairfax Financial Holdings Limited (“Fairfax”) (collectively, the “Consortium”), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub would merge with and into the Company, and the Company would continue as the surviving corporation (the “Merger”). Upon the consummation of the Merger, the Notes will be fully and unconditionally guaranteed on an unsecured basis by the Company and certain of its subsidiaries (the “Guarantees”). If the Offering closes prior to the consummation of the Merger, the gross proceeds from the sale of the Notes will be deposited into an escrow account (the “Escrow Account”). If the Merger is not consummated on or prior to November 16, 2026 (or such later date as agreed to by the parties to the Merger Agreement), the Notes will be subject to a special mandatory redemption, at a price (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest, if any, from the issue date of the Notes to, but not including, the date of such special mandatory redemption. Fairfax, directly or through one or more of its affiliates, has committed to fund any shortfall between the amount of funds held in the Escrow Account and the Special Mandatory Redemption Price. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Notes and the Guarantees are being offered only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and to certain persons outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or under any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and, accordingly, are subject to significant restrictions on transfer and resale. About Kennedy Wilson Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com. Additional Information About the Merger and Where to Find It This press release is being made in respect of the proposed merger involving the Company and the Consortium. The Company expects to seek, and intends to file with the Securities Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with a special meeting of the Company stockholders for purposes of obtaining, stockholder approval of the Merger (the “Definitive Proxy Statement”). The Definitive Proxy Statement will be sent or given to the stockholders of the Company and will contain important information about the Merger and related matters. The Company, affiliates of the Company and affiliates of the Consortium intend to jointly file a Schedule 13E-3 with the SEC. The Company may also file other documents with the SEC regarding the Merger. This press release is not a substitute for the Definitive Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov or from the Company at its website at https://ir.kennedywilson.com/financial-information-and-sec-filings/sec-filings. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference into, nor does it form a part of, this press release or any other document that the Company files with the SEC. Participants in the Solicitation The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the Merger will be set forth in the Definitive Proxy Statement for its stockholder meeting at which the Merger will be submitted for approval by the Company’s stockholders. You may also find additional information about the Company’s directors and executive officers in the Company’s Amendment No. 1 to Form 10-K/A, which was filed with the SEC on April 29, 2026, under the sections “Director Compensation,” “Executive Compensation,” “Security Ownership of Management and Certain Beneficial Owners” and “Certain Relationships and Related Transactions.” To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Definitive Proxy Statement and other relevant documents to be filed with the SEC, if and when they become available. These documents will be available free of charge as described above. No Offer or Solicitation This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s senior management based on the Company’s current estimates, expectations, forecasts and projections and include comments that express the Company’s current opinions about trends and factors that may impact future results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the Merger will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the necessary stockholder approval, or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger may be terminated in circumstances requiring the Company or Fairfax, as the case may be, to pay a termination fee; (3) the risk that the Merger disrupts the Company’s or Fairfax’s current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the Merger on the Company’s or Fairfax’s operating results and business generally; (6) the significant costs, fees and expenses related to the Merger; (7) the risk that the Company’s or Fairfax’s stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company, Fairfax and/or their respective directors, executive officers or other related persons; (9) other risks that could affect the Company’s or Fairfax’s business, financial condition or results of operations, including those set forth in (i) the Company’s most recent Annual Report on Form 10-K and any subsequent filings, or (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca; and (10) other risks to the consummation of the Merger, including the risk that the Merger will not be consummated within the expected time or at all. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the Company’s or Fairfax’s control, and involve known and unknown risks and uncertainties that could cause the Company’s or Fairfax’s actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this press release and other filings with the SEC and with the securities regulatory authorities in Canada. Any such forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by the Company or Fairfax, as applicable, about its businesses including, without limitation, the risk factors discussed in the Company’s and Fairfax’s filings with the SEC and the securities regulatory authorities in Canada. If the Merger is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. These and other factors are identified and described in more detail in (i) the Company’s most recent Annual Report on Form 10-K, which is available online at www.sec.gov, as well as the Company’s subsequent filings, and (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, neither the Company nor Fairfax undertakes any obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. KW-IR View source version on businesswire.com: https://www.businesswire.com/news/home/20260514414469/en/ Investors
Daven Bhavsar, CFA
Head of Investor Relations
+1 (310) 887-3431
dbhavsar@kennedywilson.com Media
Emily Heidt
Managing Director, Communications
+1 (310) 887-3499
eheidt@kennedywilson.com Original: Kennedy Wilson Announces Pricing of $1.8 Billion Senior Notes Offering

Kennedy Wilson Announces $1.8 Billion Senior Notes OfferingMay 12, 2026 7:40 AM
Business Wire Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (the “Company” or “Kennedy Wilson”), today announced that it has commenced a private offering (the “Offering”) of $1.8 billion in aggregate principal amount of senior notes, consisting of senior notes due 2031 (the “2031 Notes”) and senior notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). If the Merger (as defined and discussed below) is consummated, the Company expects to use the net proceeds from the Offering (i) to redeem in full the Issuer’s 4.750% senior notes due 2029 (the “2029 Existing Notes”) and 4.750% senior notes due 2030 (the “2030 Existing Notes”), and pay any related premiums, if any, fees and expenses, including accrued and unpaid interest with respect to the 2029 Existing Notes and 2030 Existing Notes, (ii) to make an offer to purchase the 5.000% senior notes due 2031 (the “2031 Existing Notes”) pursuant to the fundamental change provisions of the indenture governing the 2031 Existing Notes, and (iii) the remainder, if any, to repay all or a portion of the indebtedness outstanding under the Issuer’s unsecured credit facility and/or for general corporate purposes. As previously announced, the Company is party to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 16, 2026, as amended on March 25, 2026, by and among the Company, Kona Bidco, LLC and Kona Merger Subsidiary, Inc. (“Merger Sub”), an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company, and including Fairfax Financial Holdings Limited (“Fairfax”) (collectively, the “Consortium”), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub would merge with and into the Company, and the Company would continue as the surviving corporation (the “Merger”). Upon the consummation of the Merger, the Notes will be fully and unconditionally guaranteed on an unsecured basis by the Company and certain of its subsidiaries (the “Guarantees”). If the Offering closes prior to the consummation of the Merger, the gross proceeds from the sale of the Notes will be deposited into an escrow account (the “Escrow Account”). If the Merger is not consummated on or prior to November 16, 2026 (or such later date as agreed to by the parties to the Merger Agreement), the Notes will be subject to a special mandatory redemption, at a price (the “Special Mandatory Redemption Price”) equal to 100% of the initial issue price of the Notes plus accrued and unpaid interest, if any, from the issue date of the Notes to, but not including, the date of such special mandatory redemption. Fairfax, directly or through one or more of its affiliates, has committed to fund any shortfall between the amount of funds held in the Escrow Account and the Special Mandatory Redemption Price. This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Notes and the Guarantees will be offered only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and to certain persons outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or under any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and, accordingly, are subject to significant restrictions on transfer and resale. About Kennedy Wilson Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com. Additional Information About the Merger and Where to Find It This press release is being made in respect of the proposed merger involving the Company and the Consortium. The Company expects to seek, and intends to file with the Securities Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with a special meeting of the Company stockholders for purposes of obtaining, stockholder approval of the Merger (the “Definitive Proxy Statement”). The Definitive Proxy Statement will be sent or given to the stockholders of the Company and will contain important information about the Merger and related matters. The Company, affiliates of the Company and affiliates of the Consortium intend to jointly file a Schedule 13E-3 with the SEC. The Company may also file other documents with the SEC regarding the Merger. This press release is not a substitute for the Definitive Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov or from the Company at its website at https://ir.kennedywilson.com/financial-information-and-sec-filings/sec-filings. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference into, nor does it form a part of, this press release or any other document that the Company files with the SEC. Participants in the Solicitation The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the Merger will be set forth in the Definitive Proxy Statement for its stockholder meeting at which the Merger will be submitted for approval by the Company’s stockholders. You may also find additional information about the Company’s directors and executive officers in the Company’s Amendment No. 1 to Form 10-K/A, which was filed with the SEC on April 29, 2026, under the sections “Director Compensation,” “Executive Compensation,” “Security Ownership of Management and Certain Beneficial Owners” and “Certain Relationships and Related Transactions”. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Definitive Proxy Statement and other relevant documents to be filed with the SEC, if and when they become available. These documents will be available free of charge as described above. No Offer or Solicitation This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s senior management based on the Company’s current estimates, expectations, forecasts and projections and include comments that express the Company’s current opinions about trends and factors that may impact future results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the Merger will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the necessary stockholder approval, or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger may be terminated in circumstances requiring the Company or Fairfax, as the case may be, to pay a termination fee; (3) the risk that the Merger disrupts the Company’s or Fairfax’s current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the Merger on the Company’s or Fairfax’s operating results and business generally; (6) the significant costs, fees and expenses related to the Merger; (7) the risk that the Company’s or Fairfax’s stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company, Fairfax and/or their respective directors, executive officers or other related persons; (9) other risks that could affect the Company’s or Fairfax’s business, financial condition or results of operations, including those set forth in (i) the Company’s most recent Annual Report on Form 10-K and any subsequent filings, or (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca; and (10) other risks to the consummation of the Merger, including the risk that the Merger will not be consummated within the expected time or at all. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the Company’s or Fairfax’s control, and involve known and unknown risks and uncertainties that could cause the Company’s or Fairfax’s actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this press release and other filings with the SEC and with the securities regulatory authorities in Canada. Any such forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by the Company or Fairfax, as applicable, about its businesses including, without limitation, the risk factors discussed in the Company’s and Fairfax’s filings with the SEC and the securities regulatory authorities in Canada. If the Merger is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. These and other factors are identified and described in more detail in (i) the Company’s most recent Annual Report on Form 10-K, which is available online at www.sec.gov, as well as the Company’s subsequent filings, and (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, neither the Company nor Fairfax undertakes any obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. KW-IR View source version on businesswire.com: https://www.businesswire.com/news/home/20260511896616/en/ Investors
Daven Bhavsar, CFA
Head of Investor Relations
+1 (310) 887-3431
dbhavsar@kennedywilson.com Media
Emily Heidt
Managing Director, Communications
+1 (310) 887-3499
eheidt@kennedywilson.com Original: Kennedy Wilson Announces $1.8 Billion Senior Notes Offering

Kennedy Wilson Reports First Quarter 2026 ResultsMay 6, 2026 4:16 PM
Business Wire Kennedy-Wilson Holdings, Inc. (NYSE: KW), a leading global real estate investment company with $36 billion in AUM across its real estate equity and debt investment portfolio, today reported results for Q1-2026: Financial Results (Amounts in millions, except per share data) Q1 GAAP Results 2026   2025 GAAP Net Income (Loss) to Common Shareholders1 $13.7   ($40.8 ) Per Diluted Share 0.10     (0.30 ) (Amounts in millions) Q1 Non-GAAP Results 2026   2025 Adjusted EBITDA $141.8     $98.2   Adjusted Net Income (Loss) 50.5     (0.7 )         Adjusted EBITDA - Key Components (at KW share)       Baseline EBITDA: Property NOI, loan income, and inv. mgt fees (net of compensation and general and administrative expenses) $94.1     $108.3   Gain (loss), net on sale and consolidation of real estate 6.7     (1.9 ) Change in the fair value of the Co-Investment portfolio and Carried interests 45.3     3.1   Other (4.3 )   (11.3 ) Adjusted EBITDA $141.8     $98.2   1Includes non-cash charges totaling $8 million of income for Q1-26 and charges of $37 million for Q1-25, which primarily include depreciation and amortization and fair value changes. Portfolio & Operations Update Investment Management Platform: Investment Management fees totaled $28 million, an increase of 11% from Q1-25, driven by higher levels of Fee-Bearing Capital and fees earned from recapitalization activity. Baseline EBITDA Totals $94 million: Baseline EBITDA totaled $94 million in Q1-26 (vs. $108 million in Q1-25), driven by higher levels of investment management fees, offset by lower property NOI due to asset sales and recapitalizations completed since Q1-25. Fair Value Gains in Co-Investment Portfolio Total $45 million: Primarily driven by our Global rental housing portfolio. Estimated Annual NOI of $425 million and Fee-Bearing Capital to $11.2 billion:   Est. Annual NOI to KW ($ in millions)   Fee-Bearing Capital ($ in billions) As of Q4-25 $431     $11.0 Transaction activity, net1 (8 )   0.2   Operations 4     —   FX and other (2 )   —   Total as of Q1-26 $425     $11.2   1 Includes real estate acquisitions, dispositions, loan fundings and loan repayments completed during Q1-26. The Company also completed $251 million in loan originations during Q1-26, which will primarily be funded in future quarters. Multifamily Same Property Performance(1) :   Q1 - 2026 vs. Q1 - 2025   Occupancy   Revenue   Expenses   NOI (Net Effective) Multifamily - Market Rate (0.4)%   0.5%   1.2%   0.2% Multifamily - Affordable (0.1)%   4.4%   (2.4)%   8.2% Total (0.3)%   1.5%   0.3%   2.0% (1) Excludes minority-held investments and assets undergoing development or lease-up. Investment Management and Portfolio Update The Company Deploys or Commits $333 million in Q1-26 (KW share 9%): Debt Investment Platform Totals $10.5 billion in Q1-26: The Debt Investment Platform is comprised of $5.1 billion in outstanding loans and $5.3 billion in future funding commitments. KW's share in this platform is 3%. Originations Total $251 million: Completed $251 million in new construction loan originations in Q1-26 across three market-rate multifamily and student housing developments. Fundings and Repayments: Completed $589 million in additional fundings on existing loans in Q1-26. KW has an average ownership of 3% in these loans. The Company successfully collected $268 million in repayments in Q1-26. KW’s share of the repayments was 5%. U.S. Multifamily Platforms Complete $83 million in Acquisitions: Completed the final tranche of properties related to the acquisition of Toll Brothers’ Apartment Living Platform, totaling 4 completed assets and 1 development asset for $68 million. KW has a 15% weighted-average ownership interest in these acquisitions. Acquired a wholly-owned multifamily development site in the Northeast U.S. for $15 million. The Company plans to pursue a partner-led recapitalization for the investment. $90 million of Cash Generated from Dispositions in Q1-26: Consolidated Portfolio: Sold a UK office property for $103 million, which generated $42 million of cash to KW. Co-Investment Portfolio: The Company sold two multifamily properties in the Pacific Northwest, two office properties in Northern California, one industrial property in the Mountain West, and certain real estate from its non-core residential holdings for a combined total $308 million, of which KW's share was $121 million, generating $48 million of cash to KW. $585 million of Recapitalizations Completed in Q1-26: Recapitalized two multifamily assets, recently acquired from Toll Brothers, with new partners at a total value of $268 million, of which KW's share was 20%. The recapitalizations resulted in $3 million of fees to KW. Acquired our partner's 50% interest in an Irish office asset for $24 million, resulting in a $16 million remeasurement gain. Balance Sheet and Liquidity Cash and Line of Credit: As of March 31, 2026, Kennedy Wilson had a total of $185 million(1) in cash and cash equivalents and $368 million drawn on its $550 million revolving credit facility. Subsequent to March 31, 2026, the Company drew $35 million on its revolving credit facility. Debt Profile: Kennedy Wilson's share of debt had a weighted average effective interest rate of 4.9% and a weighted average maturity of 4.3 years as of March 31, 2026. Approximately 89% of the Company's debt is either fixed (71%) or hedged with interest rate derivatives (18%). Interest Rate Hedging Update: The Company hedges its floating rate exposure through the use of interest rate caps and swaps. The Company received $2 million of cash from interest rate derivatives in Q1-26, which is not reflected as an offset to interest expense. Transaction Update The Company continues to progress towards closing of the previously announced merger transaction (the “Merger”). The Company recently announced that the special shareholders meeting with respect to the Merger and related matters is scheduled for June 10, 2026. In connection with the Merger, the Company currently anticipates repaying or offering to repay all of its outstanding senior unsecured notes, including, without limitation, pursuant to a redemption and/or a fundamental change offer under the terms of the governing documents with respect to its senior notes due 2029, 2030 and 2031. There can be no assurance that the Company will complete such transactions on the described terms or on the anticipated timing. Footnotes (1) Represents consolidated cash and includes $81 million of restricted cash, which is included in cash and cash equivalents and primarily relates to lender reserves associated with consolidated mortgages that we hold on properties. These reserves typically relate to interest, tax, insurance and future capital expenditures at the properties. Additionally, we are subject to withholding taxes to the extent we repatriate cash from certain of our foreign subsidiaries. The Company's share of cash, including unconsolidated joint ventures, totals $299 million. Conference Call Due to the pending merger transaction, the Company will not be hosting a first quarter 2026 earnings conference call and webcast. For further detail and discussion of our financial performance please refer to our quarterly report on Form 10-Q for the quarter ended March 31, 2026. About Kennedy Wilson Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, our relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $65 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within our high-quality, core real estate portfolio and through our investment management platform, where we target opportunistic equity and debt investments alongside our partners. For further information, please visit www.kennedywilson.com. Kennedy-Wilson Holdings, Inc. Consolidated Balance Sheets (Unaudited) (Dollars in millions)       March 31,
2026   December 31,
2025 Assets         Cash and cash equivalents   $ 184.6     $ 184.5   Accounts receivable, net     36.6       38.8   Real estate and acquired in place lease values (net of accumulated depreciation and amortization of $993.5 and $991.3)     4,187.0       3,997.4   Unconsolidated investments (including $1,741.6 and $1,789.9 at fair value)     2,032.9       2,047.7   Loan purchases and originations, net     189.9       203.3   Other assets, net     216.4       150.8   Total assets   $ 6,847.4     $ 6,622.5             Liabilities         Accounts payable   $ 5.7     $ 10.0   Accrued expenses and other liabilities (including $212.6 and $222.5 of deferred tax liabilities)     501.8       531.6   Mortgage debt     2,630.8       2,437.7   KW unsecured debt     2,154.5       2,069.8   Total liabilities     5,292.8       5,049.1   Equity         Cumulative perpetual preferred stock     789.7       789.7   Common stock     —       —   Additional paid-in capital     1,717.6       1,724.8   Accumulated deficit     (597.3 )     (594.3 ) Accumulated other comprehensive loss     (392.5 )     (385.1 ) Total Kennedy-Wilson Holdings, Inc. shareholders’ equity     1,517.5       1,535.1   Noncontrolling interests     37.1       38.3   Total equity     1,554.6       1,573.4   Total liabilities and equity   $ 6,847.4     $ 6,622.5   Kennedy-Wilson Holdings, Inc. Consolidated Statements of Operations (Unaudited) (Dollars in millions, except share amounts and per share data)       Three Months Ended March 31,       2026       2025   Revenue         Rental   $ 84.8     $ 97.3   Investment management fees     27.8       25.0   Loan     4.5       5.8   Other     0.1       0.2   Total revenue     117.2       128.3             Income from unconsolidated investments         Principal co-investments     58.2       19.6   Carried interests     0.3       (8.2 ) Total income from unconsolidated investments     58.5       11.4             Gain (loss), net on sale and consolidation of real estate     5.5       (0.8 )           Expenses         Rental     34.0       38.1   Compensation and related (including $4.6 and $6.3 of share-based compensation)     33.1       26.9   Carried interests compensation     —       (2.7 ) General and administrative     10.4       10.4   Depreciation and amortization     32.2       34.1   Total expenses     109.7       106.8   Interest expense     (59.2 )     (61.4 ) Loss on early extinguishment of debt     (0.3 )     —   Other income (loss)     1.0       (5.2 ) Income (loss) before benefit from income taxes     13.0       (34.5 ) Benefit from income taxes     11.5       4.9   Net income (loss)     24.5       (29.6 ) Net loss (income) attributable to noncontrolling interests     0.1       (0.3 ) Preferred dividends     (10.9 )     (10.9 ) Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders   $ 13.7     $ (40.8 ) Basic earnings (loss) per share         Earnings (loss) per share   $ 0.10     $ (0.30 ) Weighted average shares outstanding     138,597,380       137,745,032   Diluted earnings (loss) per share         Earnings (loss) per share   $ 0.10     $ (0.30 ) Weighted average shares outstanding     139,210,301       137,745,032   Dividends declared per common share   $ 0.12     $ 0.12   Kennedy-Wilson Holdings, Inc. Adjusted EBITDA (Unaudited) (Dollars in millions)   The table below reconciles net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders to Adjusted EBITDA, using Kennedy Wilson’s pro-rata share amounts for each adjustment item.       Three Months Ended     March 31,       2026       2025   Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders   $ 13.7     $ (40.8 ) Non-GAAP adjustments:         Add back (Kennedy Wilson's Share)(1):         Interest expense     91.6       92.9   Loss on early extinguishment of debt     0.3       —   Depreciation and amortization     32.2       33.8   Benefit from income taxes     (11.5 )     (4.9 ) Preferred dividends     10.9       10.9   Share-based compensation     4.6       6.3   Adjusted EBITDA   $ 141.8     $ 98.2   (1) See Appendix for reconciliation of Kennedy Wilson's Share amounts. Adjusted Net Income (Unaudited) (Dollars in millions, except share data)   The table below reconciles net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders to Adjusted Net Income, using Kennedy Wilson’s pro-rata share amounts for each adjustment item.       Three Months Ended     March 31,       2026       2025   Net income (loss) attributable to Kennedy-Wilson Holdings, Inc. common shareholders   $ 13.7   $ (40.8 ) Non-GAAP adjustments:         Add back (Kennedy Wilson's Share)(1):         Depreciation and amortization     32.2       33.8   Share-based compensation     4.6       6.3   Adjusted Net Income (Loss)   $ 50.5     $ (0.7 )           Weighted average shares outstanding for diluted     139,210,301       137,745,032   (1) See Appendix for reconciliation of Kennedy Wilson's Share amounts. Forward-Looking Statements Statements made by us in this report and in other reports and statements released by us that are not historical facts constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are necessarily estimates reflecting the judgment of our senior management based on our current estimates, expectations, forecasts and projections and include comments that express our current opinions about trends and factors that may impact future operating results. Disclosures that use words such as "believe," "anticipate," "estimate," "intend," "may," "could," "plan," "expect," "project" or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. These statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of our control, and involve known and unknown risks and uncertainties that could cause our actual results, performance or achievement, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties may include the factors and the risks and uncertainties described elsewhere in this report and other filings with the Securities and Exchange Commission (the "SEC"), including the Item 1A. "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2025, as amended by our subsequent filings with the SEC. Any such forward-looking statements, whether made in this report or elsewhere, should be considered in the context of the various disclosures made by us about our businesses including, without limitation, the risk factors discussed in our filings with the SEC. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise. Common Definitions · “KWH,” "KW," “Kennedy Wilson,” the "Company," "we," "our," or "us" refers to Kennedy-Wilson Holdings, Inc. and its wholly-owned subsidiaries. · “Adjusted EBITDA” represents net (loss) income before interest expense, loss (gain) on early extinguishment of debt, our share of interest expense included in unconsolidated investments, depreciation and amortization, our share of depreciation and amortization included in unconsolidated investments, preferred dividends, provision for (benefit from) income taxes, our share of taxes included in unconsolidated investments, share-based compensation expense for the Company, and EBITDA attributable to noncontrolling interests. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com. Our management uses Adjusted EBITDA to analyze our business because it adjusts net income for items we believe do not accurately reflect the nature of our business going forward or that relate to non-cash compensation expense or noncontrolling interests. Such items may vary for different companies for reasons unrelated to overall operating performance. Additionally, we believe Adjusted EBITDA is useful to investors to assist them in getting a more accurate picture of our results from operations. However, Adjusted EBITDA is not a recognized measurement under GAAP and when analyzing our operating performance, readers should use Adjusted EBITDA in addition to, and not as an alternative for, net income as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, Adjusted EBITDA is not intended to be a measure of free cash flow for management’s discretionary use, as it does not remove all non-cash items or consider certain cash requirements such as tax and debt service payments. The amount shown for Adjusted EBITDA also differs from the amount calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges and are used to determine compliance with financial covenants and our ability to engage in certain activities, such as incurring additional debt and making certain restricted payments. · "Adjusted Fees" refers to Kennedy Wilson’s gross investment management and property services fees adjusted to include Kennedy Wilson's share of fees eliminated in consolidation, and performance fees included in unconsolidated investments. Our management uses Adjusted Fees to analyze our investment management and business because the measure removes required eliminations under GAAP for properties in which the Company provides services but also has an ownership interest. These eliminations understate the economic value of the investment management and property services fees and makes the Company comparable to other real estate companies that provide investment management but do not have an ownership interest in the properties they manage. Our management believes that adjusting GAAP fees to reflect these amounts eliminated in consolidation presents a more holistic measure of the scope of our investment management and real estate services business. · "Adjusted Net Income" represents net income (loss) before depreciation and amortization, Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments, share-based compensation, and excluding net income attributable to noncontrolling interests, before depreciation and amortization. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com. · "Baseline EBITDA" is a non-GAAP measure representing net (loss) income less total income from unconsolidated investments, gain (loss) on sale of real estate, net, other income (loss) and non-controlling interest, plus share-based compensation, carried interest compensation, depreciation and amortization, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes, NOI from unconsolidated investments (at KW’s share) and fees eliminated in consolidation. · "Cap rate" represents the net operating income of an investment for the year preceding its acquisition or disposition, as applicable, divided by the purchase or sale price, as applicable. Capitalization ("Cap") rates discussed in this report only include data from income-producing properties. The Company calculates cap rates based on information that is supplied to it during the acquisition diligence process. This information is not audited or reviewed by independent accountants and may be presented in a manner that is different from similar information included in the Company's financial statements prepared in accordance with GAAP. In addition, cap rates represent historical performance and are not a guarantee of future net operating income ("NOI"). Properties for which a cap rate is discussed may not continue to perform at that cap rate. · "Carried interests” refers to amounts that are allocated to the Company under Funds and the Co-Investment investments based on the cumulative performance of such venture and are subject to preferred return thresholds of the partners of such venture. In the case of Funds, carried interests represent an allocation relating to the performance of investment management services, whereas in the case of a Co-Investment, carried interests represent returns for the performance of the underlying investments in the Co-Investment investments structures subject to collaborative decision-making. · "Carried interests compensation” refers to any carried interests earned by certain commingled funds and separate account investments to be allocated to certain non-NEO employees of the Company, as approved by the compensation committee of the Company’s board of directors. · "Equity partners" refers to non-wholly-owned subsidiaries that we consolidate in our financial statements under U.S. GAAP and third-party equity providers. · "Estimated Annual NOI" is a property-level non-GAAP measure representing the estimated annual net operating income from each property as of the date shown, inclusive of rent abatements (if applicable). The calculation excludes depreciation and amortization expense, and does not capture the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements, and leasing commissions necessary to maintain the operating performance of our properties. For assets wholly-owned and fully occupied by KW, the Company provides an estimated NOI for valuation purposes of $4.3 million, which includes an assumption for applicable market rents. Any of the enumerated items above could have a material effect on the performance of our properties. Also, where specifically noted, for properties purchased in 2026, the NOI represents estimated Year 1 NOI from our original underwriting. Estimated year 1 NOI for properties purchased in 2026 may not be indicative of the actual results for those properties. Estimated annual NOI is not an indicator of the actual annual net operating income that the Company will or expects to realize in any period. Please also see the definition of "Net operating income" below. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com. · "Fee-Bearing Capital" represents total third-party committed or invested capital that we manage in our joint-ventures, commingled funds, and debt platform that entitle us to earn fees, including without limitation, asset management fees, construction management fees, acquisition and disposition fees and/or promoted interest, if applicable. · "Gross Asset Value” refers to the gross carrying value of assets, before debt, depreciation and amortization, and net of noncontrolling interests. · "Net operating income" or "NOI” is a non-GAAP measure representing the income produced by a property calculated by deducting certain property expenses from property revenues. Our management uses net operating income to assess and compare the performance of our properties and to estimate their fair value. Net operating income does not include the effects of depreciation or amortization or gains or losses from the sale of properties because the effects of those items do not necessarily represent the actual change in the value of our properties resulting from our value-add initiatives or changing market conditions. Our management believes that net operating income reflects the core revenues and costs of operating our properties and is better suited to evaluate trends in occupancy and lease rates. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com. · "Noncontrolling interests" represents the portion of equity ownership in a consolidated subsidiary not attributable to Kennedy Wilson. · "Principal co-investments” consists of the Company’s share of income or loss earned on investments in which the Company can exercise significant influence but does not have control. Income from unconsolidated investments includes income from ordinary course operations of the underlying investment, gains on sale, fair value gains and losses. · "Pro-Rata" represents Kennedy Wilson's share calculated by using our proportionate economic ownership of each asset in our portfolio. Please also refer to the pro-rata financial data in our supplemental financial information. · "Property NOI" or "Property-level NOI" is a non-GAAP measure calculated by deducting the Company's Pro-Rata share of rental and hotel property expenses from the Company's Pro-Rata rental, hotel and loans and other revenues. Please also see the reconciliation to GAAP in the Company’s supplemental financial information included in this release and also available at www.kennedywilson.com. · "Real Estate Assets under Management" ("AUM") generally refers to the properties and other assets with respect to which the Company provides (or participates in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, and investments in joint ventures. AUM is principally intended to reflect the extent of the Company's presence in the real estate market, not the basis for determining management fees. AUM consists of the total estimated fair value of the real estate properties, total loan commitments made through our debt investment platform, inclusive of both currently outstanding loan amounts and contractual future fundings, and other real estate-related assets either owned by third parties, wholly-owned by the Company or held by joint ventures and other entities in which its sponsored funds or investment vehicles and client accounts have invested. The estimated value of development properties is included at estimated completion cost. The accuracy of estimating fair value for investments cannot be determined with precision and cannot be substantiated by comparison to quoted prices in active markets and may not be realized in a current sale or immediate settlement of the asset or liability (particularly given the ongoing macroeconomic conditions such as, but not limited to recent adverse developments affecting regional banks and other financial institutions, and ongoing military conflicts around the world and uncertainty with respect to fluctuating interest rates continue to fuel recessionary fears and create volatility in Kennedy Wilson's business results and operations). Recently, there has also been a lack of liquidity in the capital markets as well as limited transactions which has had an impact on the inputs associated with fair values. Additionally, there are inherent uncertainties in any fair value measurement technique, and changes in the underlying assumptions used, including capitalization rates, discount rates, liquidity risks, and estimates of future cash flows could significantly affect the fair value measurement amounts. All valuations of real estate involve subjective judgments. · "Same property" refers to stabilized consolidated and unconsolidated properties in which Kennedy Wilson has an ownership interest during the entire span of both periods being compared. This analysis excludes properties that during the comparable periods (i) were acquired, (ii) were sold, (iii) are either under development or undergoing lease up or major repositioning as part of the Company’s asset management strategy, (iv) were investments in which the Company holds a minority ownership position, and (v) certain non-recurring income and expenses. The analysis only includes Office, Multifamily and Hotel properties, where applicable. To derive an appropriate measure of operating performance across the comparable periods, the Company removes the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S. dollar, for both periods. Amounts are calculated using Kennedy Wilson’s ownership share in the Company’s consolidated and unconsolidated properties. Management evaluates the performance of the operating properties the Company owns and manages using a “same property” analysis because the population of properties in this analysis is consistent from period to period, which allows management and investors to analyze (i) the Company’s ongoing business operations and (ii) the revenues and expenses directly associated with owning and operating the Company’s properties and the impact to operations from trends in occupancy rates, rental rates and operating costs. Same property metrics are widely recognized measures in the real estate industry, however, other publicly-traded real estate companies may not calculate and report same property results in the same manner as the Company. Please also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Certain Non-GAAP Measures and Reconciliations” for a reconciliation of “same property” results to the most comparable measure reported under GAAP. Note about Non-GAAP and certain other financial information included in this presentation In addition to the results reported in accordance with U.S. generally accepted accounting principles ("GAAP") included within this presentation, Kennedy Wilson has provided certain information, which includes non-GAAP financial measures (including Adjusted EBITDA, Adjusted Net Income, Net Operating Income, and Adjusted Fees, as defined above). Such information is reconciled to its closest GAAP measure in accordance with the rules of the SEC, and such reconciliations are included within this presentation. These measures may contain cash and non-cash acquisition-related gains and expenses and gains and losses from the sale of real-estate related investments. Consolidated non-GAAP measures discussed throughout this report contain income or losses attributable to non-controlling interests. Management believes that these non-GAAP financial measures are useful to both management and Kennedy Wilson's shareholders in their analysis of the business and operating performance of the Company. Management also uses this information for operational planning and decision-making purposes. Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measures. Additionally, non-GAAP financial measures as presented by Kennedy Wilson may not be comparable to similarly titled measures reported by other companies. Annualized figures used throughout this release and supplemental financial information, and our estimated annual net operating income metrics, are not an indicator of the actual net operating income that the Company will or expects to realize in any period. KW-IR View source version on businesswire.com: https://www.businesswire.com/news/home/20260506726764/en/ Investor Relations
Daven Bhavsar, CFA
(310) 887-3431
dbhavsar@kennedywilson.com Corporate Headquarters
151 S. El Camino Drive
Beverly Hills, CA 90212
www.kennedywilson.com Original: Kennedy Wilson Reports First Quarter 2026 Results

Kennedy Wilson Announces Dividend of $0.12 Per Common Share for Second Quarter 2026May 6, 2026 4:12 PM
Business Wire Global real estate investment company Kennedy Wilson (NYSE: KW) today announced that the company will pay a dividend of $0.12 per share to common shareholders of record as of June 11, 2026, which will be paid on the earlier of the closing date of the previously announced merger transaction and July 9, 2026. About Kennedy Wilson Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com. KW-IR Special Note Regarding Forward-Looking Statements Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are estimates that reflect our management’s current expectations, are based on assumptions that may prove to be inaccurate and involve known and unknown risks. Accordingly, our actual results or performance may differ materially and adversely from the results or performance expressed or implied by these forward-looking statements, including for reasons that are beyond our control. Accordingly, you should not unduly rely on these statements, which speak only as of the date of this press release. We assume no duty to update the forward-looking statements, except as may be required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260505774957/en/ Investors
Daven Bhavsar, CFA
Head of Investor Relations
(310) 887-3431
dbhavsar@kennedywilson.com Original: Kennedy Wilson Announces Dividend of $0.12 Per Common Share for Second Quarter 2026

Kennedy Wilson Announces Termination of Exchange Offers and Related Consent SolicitationsMarch 30, 2026 4:15 PM
Business Wire
Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (the “Company” or “Kennedy Wilson”), today announced that it has elected to terminate, effective immediately, its previously announced offers to exchange (the “Exchange Offers”) any and all of its outstanding 4.750% Senior Notes due 2029 (the “Existing 2029 Notes”), 4.750% Senior Notes due 2030 (the “Existing 2030 Notes”) and 5.000% Senior Notes due 2031 (the “Existing 2031 Notes” and collectively, the “Existing Notes”) for the Issuer’s newly issued 6.125% Senior Notes due 2032 or 6.375% Senior Notes due 2034 (collectively, the “New Notes”). The Issuer has also elected to terminate, effective immediately, its solicitation of consents (the “Consent Solicitations”) to the adoption of certain amendments (the “Proposed Amendments”) to the indentures governing the Existing Notes.


As a result of the termination of the Exchange Offers, none of the Existing Notes that have been tendered in the Exchange Offers will be accepted for exchange for New Notes, and no New Notes will be issued to holders of Existing Notes who have validly tendered their Existing Notes in the Exchange Offers. In addition, as a result of the termination of the Consent Solicitations, the Proposed Amendments will not be adopted, and the Existing Notes will remain subject to the indentures that currently govern the Existing Notes. All Existing Notes validly tendered and not validly withdrawn will be promptly returned to the respective tendering holder.


Consummation of the previously announced proposed acquisition of the Company by a consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company, together with Fairfax Financial Holdings Limited is not conditioned on the consummation of the Exchange Offers or Consent Solicitations (the “Merger”). The Company currently expects the Merger to close in the second quarter of 2026.


D.F. King & Co., Inc. served as the exchange agent and information agent for the now terminated Exchange Offers and Consent Solicitations. You should direct all questions and requests for assistance to D.F. King & Co., Inc. by phone (toll-free) at (800) 967-7635 or by email at kw@dfking.com.


This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offers were made and the New Notes were offered only to “qualified institutional buyers” and holders outside the United States that are not “U.S. persons” as such terms are defined under the Securities Act.


About Kennedy Wilson


Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com.


About Fairfax Financial Holdings Limited


Fairfax Financial Holdings Limited (“Fairfax”) is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.


Additional Information About the Merger and Where to Find It


This press release is being made in respect of the proposed merger involving the Company and the Consortium. The Company has filed with the Securities Exchange Commission (“SEC”) a preliminary proxy statement and intends to file a proxy statement and other relevant documents in connection with a special meeting of the Company stockholders for purposes of obtaining stockholder approval of the Merger (the “Definitive Proxy Statement”). The Definitive Proxy Statement will be sent or given to the stockholders of the Company and will contain important information about the Merger and related matters. The Company, affiliates of the Company and affiliates of the Consortium have jointly filed a Schedule 13E-3 with the SEC. The Company may also file other documents with the SEC regarding the Merger. This press release is not a substitute for the Definitive Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors may obtain a free copy of these materials and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov or from the Company at its website at https://ir.kennedywilson.com/financial-information-and-sec-filings/sec-filings. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference into, nor does it form a part of, this press release or any other document that the Company files with the SEC.


Participants in the Solicitation


The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the Merger will be set forth in the Definitive Proxy Statement for its stockholder meeting at which the Merger will be submitted for approval by the Company’s stockholders. You may also find additional information about the Company’s directors and executive officers in the Company’s Definitive Proxy Statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 25, 2025, under the sections “Director Compensation,” “Executive Compensation,” “Security Ownership of Management and Certain Beneficial Owners” and “Certain Relationships and Related Transactions”. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Definitive Proxy Statement and other relevant documents to be filed with the SEC, if and when they become available. These documents will be available free of charge as described above.


No Offer or Solicitation


This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.


Forward-Looking Statements


This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s senior management based on the Company’s current estimates, expectations, forecasts and projections and include comments that express the Company’s current opinions about trends and factors that may impact future results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the Merger will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the necessary stockholder approval, or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger may be terminated in circumstances requiring the Company or Fairfax, as the case may be, to pay a termination fee; (3) the risk that the Merger disrupts the Company’s or Fairfax’s current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the Merger on the Company’s or Fairfax’s operating results and business generally; (6) the significant costs, fees and expenses related to the Merger; (7) the risk that the Company’s or Fairfax’s stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company, Fairfax and/or their respective directors, executive officers or other related persons; (9) other risks that could affect the Company’s or Fairfax’s business, financial condition or results of operations, including those set forth in (i) the Company’s most recent Annual Report on Form 10-K and any subsequent filings, or (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca; and (10) other risks to the consummation of the Merger, including the risk that the Merger will not be consummated within the expected time or at all. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the Company’s or Fairfax’s control, and involve known and unknown risks and uncertainties that could cause the Company’s or Fairfax’s actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this press release and other filings with the SEC and with the securities regulatory authorities in Canada. Any such forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by the Company or Fairfax, as applicable, about its businesses including, without limitation, the risk factors discussed in the Company’s and Fairfax’s filings with the SEC and the securities regulatory authorities in Canada.


If the Merger is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. These and other factors are identified and described in more detail in (i) the Company’s most recent Annual Report on Form 10-K, which is available online at www.sec.gov, as well as the Company’s subsequent filings, and (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, neither the Company nor Fairfax undertakes any obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.


KW-IR

View source version on businesswire.com: https://www.businesswire.com/news/home/20260330001530/en/
Investors

Daven Bhavsar, CFA

Head of Investor Relations

+1 (310) 887-3431

dbhavsar@kennedywilson.com


Media

Emily Heidt

Managing Director, Communications

+1 (310) 887-3499

eheidt@kennedywilson.com


Original: Kennedy Wilson Announces Termination of Exchange Offers and Related Consent Solicitations

Kennedy Wilson Announces Launch of Exchange Offers for Any and All of Its Outstanding 4.750% Senior Notes Due 2029, 4.750% Senior Notes Due 2030, and 5.000% Senior Notes Due 2031, and Related Consent SolicitationsMarch 2, 2026 8:55 AM
Business Wire
Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (the “Company” or “Kennedy Wilson”), today announced that it has commenced offers to exchange (the “Exchange Offers”) any and all of its outstanding 4.750% Senior Notes due 2029 (the “Existing 2029 Notes”), 4.750% Senior Notes due 2030 (the “Existing 2030 Notes”) and 5.000% Senior Notes due 2031 (the “Existing 2031 Notes” and collectively, the “Existing Notes”) held by Eligible Holders (as defined below) for the Issuer’s newly issued Senior Notes due 2032 (the “Option A Notes”) or Senior Notes due 2034 (the “Option B Notes” and, together with the Option A Notes, the “New Notes”), as validly elected by such Eligible Holders and subject to the Option Caps (as defined below), Deemed Elections (as defined below), the Minimum Liquidity Condition (as defined below) and proration as described in the Offering Memorandum (as defined below).


The Exchange Offers are being made in connection with the proposed acquisition of the Company pursuant to an Agreement and Plan of Merger, dated as of February 16, 2026 (the “Merger Agreement”), by and among the Company, Kona Bidco, LLC and Kona Merger Subsidiary, Inc. (“Merger Sub”), an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company, and including Fairfax Financial Holdings Limited (collectively, the “Consortium”), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub would merge with and into the Company, and the Company would continue as the surviving corporation (the “Merger”).




Notes to be

Exchanged






 






CUSIP






 






Outstanding

Principal

Amount






 






Total

Consideration for

Notes Tendered

On or Prior to the

Early

Participation

Date(1)(2)






 






Exchange

Consideration for

Notes Tendered

After the Early

Participation

Date(1)(2)








4.750% Senior Notes due 2029






 






489399AL9






 






$600,000,000






 






$1,000 principal amount of Option A Notes or Option B Notes






 






$950 principal amount of Option A Notes or Option B Notes








4.750% Senior Notes due 2030






 






489399AN5






 






$600,000,000






 






$1,010 principal amount of Option A Notes or Option B Notes






 






$950 principal amount of Option A Notes or Option B Notes








5.000% Senior Notes due 2031






 






489399AM7






 






$600,000,000






 






$1,010 principal amount of Option A Notes or Option B Notes






 






$950 principal amount of Option A Notes or Option B Notes









(1)







Eligible Holders must validly elect to receive either Option A Notes or Option B Notes as their consideration (an “Election” and collectively, the “Elections”). The maximum aggregate principal amount of Option A Notes that may be issued in the Exchange Offers is $906,000,000 (the “Option A Cap”), and the maximum aggregate principal amount of Option B Notes that may be issued in the Exchange Offers is $906,000,000 (the “Option B Cap” and, together with the Option A Cap, the “Option Caps”), in each case, in the aggregate across all series of Existing Notes and both Exchange Offers. The Option A Notes and the Option B Notes will also each be subject to a minimum of $400 million in aggregate principal amount being issued as a result of the Exchange Offers (the “Minimum Liquidity Condition”). If, as a result of the Elections made by holders, less than $400 million aggregate principal amount of a series of Notes would be issued, then certain holders that elected to receive the other series of Notes will be deemed to have elected to receive such series of Notes (a “Deemed Election”) as further described in the Offering Memorandum. The Company may waive the Minimum Liquidity Condition in its sole discretion and without notice to the holders.








(2)







In addition to the consideration described above, the Issuer will pay in cash accrued and unpaid interest on the Existing Notes accepted in the Exchange Offer from the latest interest payment date to, but not including, the issue date of the New Notes.







The New Notes will be fully and unconditionally guaranteed on an unsecured basis by the same guarantors that currently guarantee the Existing Notes, including, the Company and certain of its subsidiaries (the “Guarantee”). The Guarantee will rank equally in right of payment with all existing and future senior indebtedness of the guarantors, rank senior in right of payment to all existing and future subordinated indebtedness of the guarantors, be effectively subordinated in right of payment to all existing and future secured indebtedness of the guarantors, to the extent of the value of the assets securing that indebtedness. The indentures governing the New Notes contain certain covenants that impose restrictions on the Issuer and certain of its subsidiaries, which are substantially identical to the covenants in the indentures governing the Existing Notes, with certain exceptions described in the Offering Memorandum.


In connection with the Exchange Offers, the Issuer is soliciting (the “Consent Solicitations” and, together with the Exchange Offers, the “Exchange Offers and Consent Solicitations”) consents (the “Consents”) to the adoption of certain amendments (the “Proposed Amendments”) to the indentures governing the Existing Notes. Eligible Holders who tender their Existing Notes pursuant to the Exchange Offers must also deliver Consents to the Proposed Amendments. Eligible Holders may not deliver Consents to the Proposed Amendments without also validly tendering their Existing Notes and may not tender their Existing Notes without also delivering Consents to the Proposed Amendments. The Proposed Amendments, as applicable, will be set forth in a supplemental indenture to the indenture governing each series of the Existing Notes.


Prior to the launch of the Exchange Offers and Consent Solicitations, certain holders of the Existing Notes (the “Supporting Holders”), representing approximately 19% of the Existing 2029 Notes, approximately 35% of the Existing 2030 Notes, approximately 27% of the Existing 2031 Notes, and approximately 27% of the Existing Notes in the aggregate, have agreed to support the Exchange Offers and Consent Solicitations.


The Exchange Offers and Consent Solicitations are being made solely to Eligible Holders upon the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement (the “Offering Memorandum”) and the related procedures, including through The Depositary Trust Company’s ATOP procedures set forth therein (together with the Offering Memorandum, the “Exchange Offer Materials”).


Upon the terms and subject to the conditions of the Exchange Offers, Eligible Holders that validly tender their Existing Notes at or prior to 5:00 p.m., New York City time, on March 13, 2026 (the “Early Participation Date”), unless extended, and whose tenders are accepted for exchange by the Issuer, will be eligible to receive the total exchange consideration set out in the table above (the “Total Consideration”), which includes an early participation premium. Elections are subject to the Option Caps, Deemed Elections, Minimum Liquidity Condition and proration described in the Offering Memorandum.


Upon the terms and subject to the conditions of the Exchange Offers, Eligible Holders that validly tender, and do not validly withdraw, their Existing Notes after the Early Participation Date but at or prior to 5:00 p.m., New York City time, on March 30, 2026 (the “Expiration Date”), as may be extended, and whose tenders are accepted for exchange by the Issuer, will be eligible to receive only the exchange consideration set out in the table above (the “Exchange Consideration”), which excludes the early participation premium. The Issuer expects to issue the New Notes promptly on or about the second business day following the Expiration Date (the “Settlement Date”).


Tenders of Existing Notes may only be withdrawn at or prior to 5:00 p.m., New York City time, on March 13, 2026 (the “Withdrawal Deadline”), unless extended. The Issuer may extend the Early Participation Date without extending the Withdrawal Deadline.


Interest on the New Notes will accrue from the Settlement Date and will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The Option A Notes will accrue interest at 6.125% per year. The Option B Notes will accrue interest at 6.375% per year. The Option A Notes will mature on October 15, 2032. The Option B Notes will mature on October 15, 2034.


Consummation of the Exchange Offers and Consent Solicitations is conditioned upon the satisfaction or waiver of the conditions set forth in the Offering Memorandum, including (i) the consummation of the Merger and (ii) the receipt of valid Consents to the Proposed Amendments from holders of at least a majority of the outstanding aggregate principal amount of each series of Existing Notes. The Issuer may, in its sole discretion, waive any of these conditions or terminate or amend the Exchange Offers and Consent Solicitations at any time, subject to applicable law.


The Exchange Offers and Consent Solicitations are being made only (a) in the United States, to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and (b) outside the United States, to holders of Existing Notes who are not “U.S. persons” (as defined in Regulation S under the Securities Act) in offshore transactions in compliance with Regulation S. Only holders of Existing Notes who have properly completed and returned an eligibility certification certifying that, among other things, they are (i) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, or (ii) not a “U.S. person” and outside of the United States within the meaning of Regulation S under the Securities Act, are authorized to participate in the Exchange Offers and Consent Solicitations (such holders, the “Eligible Holders”).


The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum, copies of which may be obtained by Eligible Holders by contacting D.F. King & Co., Inc., the exchange agent and information agent, by phone (toll-free) at (800) 967-7635 or by email at kw@dfking.com, or by visiting www.dfking.com/kw. Holders of Existing Notes that are not Eligible Holders will not be able to receive such documents but may contact the information agent for further instructions.


This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Exchange Offers are being made and the New Notes are being offered only to “qualified institutional buyers” and holders outside the United States that are not “U.S. persons” as such terms are defined under the Securities Act. The New Notes have not been and will not be registered under the Securities Act or under any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and, accordingly, are subject to significant restrictions on transfer and resale as more fully described in the Offering Memorandum. The Exchange Offers and Consent Solicitations are subject to the terms and conditions set forth in the Offering Memorandum.


About Kennedy Wilson


Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com.


About Fairfax Financial Holdings Limited


Fairfax Financial Holdings Limited (“Fairfax”) is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.


Additional Information About the Merger and Where to Find It


This press release is being made in respect of the proposed merger involving the Company and the Consortium. The Company expects to seek, and intends to file with the Securities Exchange Commission (“SEC”) a proxy statement and other relevant documents in connection with a special meeting of the Company stockholders for purposes of obtaining, stockholder approval of the Merger (the “Definitive Proxy Statement”). The Definitive Proxy Statement will be sent or given to the stockholders of the Company and will contain important information about the Merger and related matters. The Company, affiliates of the Company and affiliates of the Consortium intend to jointly file a Schedule 13E-3 with the SEC. The Company may also file other documents with the SEC regarding the Merger. This press release is not a substitute for the Definitive Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov or from the Company at its website at https://ir.kennedywilson.com/financial-information-and-sec-filings/sec-filings. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference into, nor does it form a part of, this press release or any other document that the Company files with the SEC.


Participants in the Solicitation


The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the Merger will be set forth in the Definitive Proxy Statement for its stockholder meeting at which the Merger will be submitted for approval by the Company’s stockholders. You may also find additional information about the Company’s directors and executive officers in the Company’s Definitive Proxy Statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 25, 2025, under the sections “Director Compensation,” “Executive Compensation,” “Security Ownership of Management and Certain Beneficial Owners” and “Certain Relationships and Related Transactions”. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Definitive Proxy Statement and other relevant documents to be filed with the SEC, if and when they become available. These documents will be available free of charge as described above.


No Offer or Solicitation


This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.


Forward-Looking Statements


This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s senior management based on the Company’s current estimates, expectations, forecasts and projections and include comments that express the Company’s current opinions about trends and factors that may impact future results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the Merger will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain the necessary stockholder approval, or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Transaction may be terminated in circumstances requiring the Company or Fairfax, as the case may be, to pay a termination fee; (3) the risk that the Merger disrupts the Company’s or Fairfax’s current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of the Company to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the Merger on the Company’s or Fairfax’s operating results and business generally; (6) the significant costs, fees and expenses related to the Merger; (7) the risk that the Company’s or Fairfax’s stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against the Company, Fairfax and/or their respective directors, executive officers or other related persons; (9) other risks that could affect the Company’s or Fairfax’s business, financial condition or results of operations, including those set forth in (i) the Company’s most recent Annual Report on Form 10-K and any subsequent filings, or (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca; and (10) other risks to the consummation of the Merger, including the risk that the Merger will not be consummated within the expected time or at all. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the Company’s or Fairfax’s control, and involve known and unknown risks and uncertainties that could cause the Company’s or Fairfax’s actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this press release and other filings with the SEC and with the securities regulatory authorities in Canada. Any such forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by the Company or Fairfax, as applicable, about its businesses including, without limitation, the risk factors discussed in the Company’s and Fairfax’s filings with the SEC and the securities regulatory authorities in Canada.


If the Merger is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. These and other factors are identified and described in more detail in (i) the Company’s most recent Annual Report on Form 10-K, which is available online at www.sec.gov, as well as the Company’s subsequent filings, and (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, neither the Company nor Fairfax undertakes any obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.


KW-IR

View source version on businesswire.com: https://www.businesswire.com/news/home/20260302862507/en/
Investors

Daven Bhavsar, CFA

Head of Investor Relations

+1 (310) 887-3431

dbhavsar@kennedywilson.com


Media

Emily Heidt

Managing Director, Communications

+1 (310) 887-3499

eheidt@kennedywilson.com


Original: Kennedy Wilson Announces Launch of Exchange Offers for Any and All of Its Outstanding 4.750% Senior Notes Due 2029, 4.750% Senior Notes Due 2030, and 5.000% Senior Notes Due 2031, and Related Consent Solicitations

Kennedy Wilson Announces Dividend of $0.12 Per Common Share for First Quarter 2026February 25, 2026 4:10 PM
Business Wire
Global real estate investment company Kennedy Wilson (NYSE: KW) today announced that the company will pay a dividend of $0.12 per share to common shareholders of record as of March 31, 2026, with a payment date of April 9, 2026.


About Kennedy Wilson


Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $36 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com.


KW-IR


Special Note Regarding Forward-Looking Statements


Statements in this press release that are not historical facts are “forward-looking statements” within the meaning of U.S. federal securities laws. These forward-looking statements are estimates that reflect our management’s current expectations, are based on assumptions that may prove to be inaccurate and involve known and unknown risks. Accordingly, our actual results or performance may differ materially and adversely from the results or performance expressed or implied by these forward-looking statements, including for reasons that are beyond our control. Accordingly, you should not unduly rely on these statements, which speak only as of the date of this press release. We assume no duty to update the forward-looking statements, except as may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260223758828/en/
Investors

Daven Bhavsar, CFA

Head of Investor Relations

(310) 887-3431

dbhavsar@kennedywilson.com


Original: Kennedy Wilson Announces Dividend of $0.12 Per Common Share for First Quarter 2026

Kennedy Wilson jumps after agreeing to $10.90-a-share buyoutFebruary 17, 2026 10:50 AM
IH Market News
Kennedy Wilson (NYSE:KW) surged 9% after announcing it had reached a definitive agreement to be taken private in an all-cash deal at a substantial premium to its prior closing price.The real estate investment manager said it will be acquired for $10.90 per share in cash by a consortium led by Chairman and CEO William McMorrow, alongside other senior executives and Fairfax Financial Holdings (TSX:FFH). The offer represents a 46% premium to the stock’s November 4, 2025 closing price, the last trading day before the investor group’s proposal became public.Kennedy Wilson shares had finished the previous session at $9.89 before climbing sharply on news of the agreement. The transaction assigns a valuation meaningfully above the company’s recent market levels.The deal received approval from the Board of Directors after a unanimous recommendation from a special committee composed of independent directors. Fairfax has committed up to $1.65 billion in financing to support the acquisition.Once the transaction closes—anticipated in the second quarter of 2026—McMorrow and the management-led group will retain day-to-day control of the business, while Fairfax is expected to hold a majority economic stake. Completion remains subject to shareholder and regulatory approvals.As part of the agreement, Kennedy Wilson may continue paying up to two quarterly dividends of $0.12 per share before shareholder approval is secured. Following completion, the company’s shares will be removed from trading on the NYSE.Kennedy Wilson stock price

Original: Kennedy Wilson jumps after agreeing to $10.90-a-share buyout

Kennedy Wilson Enters into Agreement to be Acquired by Consortium Led by William McMorrow and Fairfax FinancialFebruary 17, 2026 6:30 AM
Business Wire
Kennedy-Wilson Holdings, Inc. (“Kennedy Wilson” or the “Company”) and Fairfax Financial Holdings Limited (TSX: FFH and FFH.U) (“Fairfax”), today jointly announced that the Company has entered into a definitive agreement (the “Merger Agreement”) providing for Kennedy Wilson to be acquired, in an all cash-transaction, by an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of the Company, and certain other senior executives of the Company (collectively, the “KW Management Group”), together with Fairfax (collectively, the “Consortium”).


Under the terms of the Merger Agreement, the Consortium will acquire all outstanding common shares of Kennedy Wilson other than certain shares owned by the members of the Consortium and their respective affiliates for $10.90 per share in cash (the “Transaction”). The per share purchase price represents a 46% premium to Kennedy Wilson’s unaffected share price as of November 4, 2025, the last trading day prior to a publicly disclosed proposal received by the Company after market close on November 4, 2025 from the Consortium to acquire Kennedy Wilson (the “Consortium Proposal”). Each member of the Consortium has entered into a voting and support agreement whereby each has agreed to vote in favor of the Transaction in accordance with the terms and conditions thereof.


Concurrent with entering into the Merger Agreement, Fairfax has entered into a commitment letter pursuant to which Fairfax has committed to provide the Consortium with funding up to an aggregate amount of $1.65 billion, which is the amount necessary to fund the cash purchase price in respect of the Transaction, the redemption of those preferred shares of the Company not owned by the Consortium, and certain other amounts required to be paid under the terms of the Merger Agreement. The Transaction is not subject to a financing condition. Following consummation of the Transaction, the KW Management Group, led by William McMorrow, will have effective and operational control of and will continue to lead and have ultimate responsibility for the Company and its subsidiaries. Fairfax is expected to have a majority of the economic interest in the Company immediately following the closing of the Transaction.


The Board of Directors of Kennedy Wilson approved the Transaction upon the unanimous recommendation of a special committee of independent directors (the “Special Committee”), in consultation with its independent financial and legal advisors. The Special Committee was formed on November 4, 2025, in response to the Consortium Proposal.


The Transaction is expected to close in the second quarter of 2026, subject to the satisfaction of a number of customary closing conditions, including the receipt of (i) the approval by holders of a majority in voting power of the Company’s outstanding capital stock entitled to vote on the Transaction, (ii) the approval by a majority of the votes cast by holders of Kennedy Wilson equity securities (other than holders affiliated with the Consortium) and entitled to vote on the Transaction, and (iii) any required regulatory approvals and the expiration or termination of any applicable waiting periods.


Under the terms of the Merger Agreement, the Board of Directors of Kennedy Wilson may elect to continue to declare up to two ordinary course quarterly dividends of up to $0.12 per share to the common stockholders until the requisite stockholder approvals for the Transaction are obtained.


Upon the closing of the Transaction, Kennedy Wilson’s common shares will cease trading on the New York Stock Exchange (“NYSE”) and will be deregistered under applicable rules of the Securities and Exchange Commission.


Advisors


Moelis & Company LLC is serving as financial advisor to the Special Committee and Cravath, Swaine & Moore LLP is serving as legal advisor to the Special Committee. BofA Securities, Inc. and J.P. Morgan Securities LLC are serving as financial advisors to the Consortium and Debevoise & Plimpton LLP is serving as legal advisor to the Consortium. Allen Overy Shearman Sterling LLP is serving as legal advisor to Fairfax and Latham & Watkins LLP and Ropes & Gray, LLP are serving as legal advisors to Kennedy Wilson.


About Kennedy Wilson


Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $31 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, its relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within its high-quality, core real estate portfolio and through its investment management platform, where the company targets opportunistic equity and debt investments alongside partners. For further information, please visit www.kennedywilson.com.


Fourth Quarter Kennedy Wilson Earnings Conference Call Update


Given the pending transaction, Kennedy Wilson will not host an earnings call related to its financial results for the fourth quarter and full-year ended December 31, 2025 or subsequent quarters while the Transaction is pending.


About Fairfax


Fairfax is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.


Additional Information About the Merger and Where to Find It


This press release is being made in respect of the proposed merger involving the Company and the Consortium. The Company expects to seek, and intends to file with the SEC a proxy statement and other relevant documents in connection with a special meeting of the Company stockholders for purposes of obtaining, stockholder approval of the proposed Transaction (the “Definitive Proxy Statement”). The Definitive Proxy Statement will be sent or given to the stockholders of the Company and will contain important information about the proposed Transaction and related matters. The Company, affiliates of the Company and affiliates of the Consortium intend to jointly file a Schedule 13E-3 with the SEC. The Company may also file other documents with the SEC regarding the proposed Transaction. This press release is not a substitute for the Definitive Proxy Statement, the Schedule 13E-3 or any other document which the Company may file with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov or from the Company at its website at https://ir.kennedywilson.com/financial-information-and-sec-filings/sec-filings. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference into, nor does it form a part of, this press release or any other document that the Company files with the SEC.


Participants in the Solicitation


The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed Transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed Transaction will be set forth in the Definitive Proxy Statement for its stockholder meeting at which the proposed Transaction will be submitted for approval by the Company’s stockholders. You may also find additional information about the Company’s directors and executive officers in the Company’s Definitive Proxy Statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 25, 2025 (available here), under the sections “Director Compensation,” “Executive Compensation,” “Security Ownership of Management and Certain Beneficial Owners” and “Certain Relationships and Related Transactions”. To the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Changes in Beneficial Ownership of Securities on Form 4 filed with the SEC. Updated information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Definitive Proxy Statement and other relevant documents to be filed with the SEC, if and when they become available. These documents will be available free of charge as described above.


No Offer or Solicitation


This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.


Forward-Looking Statements


This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s senior management based on the Company’s current estimates, expectations, forecasts and projections and include comments that express the Company’s current opinions about trends and factors that may impact future results. Disclosures that use words such as “believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed Transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein as a result of various factors, including, without limitation: (1) the inability to consummate the proposed Transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain any required regulatory approvals for the proposed Transaction, including the termination or expiration of any required waiting periods, or the failure to satisfy the other conditions to the consummation of the proposed Transaction; (2) the risk that the Transaction may be terminated in circumstances requiring the Company to pay a termination fee; (3) the risk that the proposed Transaction disrupts the Company’s or Fairfax’s current plans and operations or diverts management’s attention from its ongoing business; (4) the effect of the announcement of the proposed Transaction on the ability of the Company to retain and hire key personnel and maintain relationships with those with whom it does business; (5) the effect of the announcement or pendency of the proposed Transaction on the Company’s or Fairfax’s operating results and business generally; (6) the significant costs, fees and expenses related to the proposed Transaction; (7) the risk that the Company’s or Fairfax’s stock price may decline significantly if the proposed Transaction is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed Transaction and instituted against the Company, Fairfax and/or their respective directors, executive officers or other related persons; (9) other risks that could affect the Company’s or Fairfax’s business, financial condition or results of operations, including those set forth in (i) the Company’s most recent Annual Report on Form 10-K and any subsequent filings, or (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca; and (10) other risks to the consummation of the proposed Transaction. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of the Company’s or Fairfax’s control, and involve known and unknown risks and uncertainties that could cause the Company’s or Fairfax’s actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this press release and other filings with the SEC and with the securities regulatory authorities in Canada. Any such forward-looking statements, whether made in this press release or elsewhere, should be considered in the context of the various disclosures made by the Company or Fairfax, as applicable, about its businesses including, without limitation, the risk factors discussed in the Company’s and Fairfax’s filings with the SEC and the securities regulatory authorities in Canada.


If the proposed Transaction is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. These and other factors are identified and described in more detail in (i) the Company’s most recent Annual Report on Form 10-K as well as the Company’s subsequent filings and is available online at www.sec.gov, and (ii) Fairfax’s most recently issued Annual Report, which is available at www.fairfax.ca, and in its Base Shelf Prospectus (under “Risk Factors”) filed with the securities regulatory authorities in Canada, which is available on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, neither the Company nor Fairfax undertakes any obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.


KW-IR

View source version on businesswire.com: https://www.businesswire.com/news/home/20260217813764/en/
Investors

Daven Bhavsar, CFA

Head of Investor Relations

+1 (310) 887-3431

dbhavsar@kennedywilson.com


Media

Emily Heidt

Managing Director, Communications

+1 (310) 887-3499

eheidt@kennedywilson.com


Fairfax Financial Holdings Limited Contacts:

John Varnell

Vice President, Corporate Development

+1 (416) 367-4941


Original: Kennedy Wilson Enters into Agreement to be Acquired by Consortium Led by William McMorrow and Fairfax Financial

New board.