Kennedy-Wilson Holdings, Inc.

false 0001408100 0001408100 2026-05-15 2026-05-15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 15, 2026 KENNEDY-WILSON HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-33824 26-0508760 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 151 S El Camino Drive Beverly Hills , California 90212 (Address of Principal Executive Offices) (Zip Code) (310) 887-6400 (Registrant’s Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.0001 par value KW NYSE Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act . ☐ Item 8.01 Other Events. Fundamental Change Offer On May 15, 2026, Kennedy-Wilson, Inc. (the “ Issuer ”), a wholly-owned subsidiary of global real estate investment company Kennedy-Wilson Holdings, Inc. (the “ Company ”), 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 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, 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 ”). Consummation of the Offer is conditioned upon (i) the Merger being consummated, or being consummated substantially concurrently with the purchase date under the Offer, and (ii) the satisfaction or waiver of the general conditions described in the Offer to Purchase. Notices of Redemption On May 15, 2026, the Issuer also 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 are not satisfied (or waived by the Issuer in its sole discretion) on or prior to June 16, 2026, the Issuer will provide notice to the holders (i) that the redemption notice has been rescinded or (ii) of a delayed redemption date. A copy of the press release announcing the Offer is attached hereto as Exhibit 99.1 and incorporated by reference herein. This Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release, dated May 15, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 (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 Current Report on Form 8-K 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 Current Report on Form 8-K 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. These forward-looking statements are necessarily estimates reflecting the judgment of the Company’s seni