Kennedy-Wilson Holdings, Inc.

false 12-31 0001408100 0001408100 2026-06-16 2026-06-16 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): June 16, 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) Registrant’s telephone number, including area code: ( 310 ) 887-6400 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 (see General Instructions A.2.): ☐ 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, $.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. ☐ Introduction On June 16, 2026, Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “ Company ”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Kona Bidco, LLC, a Delaware limited liability company (“ Parent ”), and Kona Merger Subsidiary, Inc., a Delaware corporation and subsidiary of Parent (“ Merger Sub ”), as amended by that certain Amendment to Agreement and Plan of Merger, dated as of March 15, 2026 (the “ Merger Agreement ”). Concurrently with the execution and delivery of the Merger Agreement on February 16, 2026, William J. McMorrow, William J. McMorrow Revocable Trust, Matthew Windisch, In Ku Lee and certain affiliates of Fairfax Financial Holdings Limited (“ Fairfax ”) that were securityholders of the Company (collectively, the “ Rollover Stockholders ”) entered into Rollover Agreements (the “ Rollover Agreements ”) with Parent and, as applicable, Kona Management Holdco, LLC, a Delaware limited liability company (“ Holdco ”). I mmediately prior to the effective time (the “ Effective Time ”) of the Merger (as defined below), certain shares held by the Rollover Stockholders (the “ Rollover Shares ”) were contributed to Parent or Holdco, as applicable, in exchange for limited liability company units or other securities of Parent or Holdco (which thereafter contributed such shares to Parent in exchange for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent), as applicable, in accordance with the Rollover Agreements. At the Effective Time, in accordance with the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger (the “ Surviving Company ” and, such merger, the “ Merger ”). The Rollover Stockholders hold indirect equity interests in the Surviving Company through their ownership interests in Parent or Holdco, as applicable. Item 1.01. Entry Into a Material Definitive Agreement. As previously announced, on May 29, 2026, Kennedy-Wilson, Inc. (the “ Issuer ”), a wholly-owned subsidiary of the Company, completed the issuance and sale 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 (the “ 2031 Notes ”) and $700 million aggregate principal amount 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 ”). The gross proceeds from the issuance and sale of the Notes were deposited into an escrow account for the benefit of the holders of the Notes pending the consummation of the Merger. On June 16, 2026, following the Effective Time, the escrowed property was released pursuant to the terms of an Escrow Agreement, dated May 29, 2026, by and among the Company, Wilmington Trust, National Association, as trustee (the “ Trustee ”) and Wilmington Trust, National Association, as escrow agent, and the net proceeds from the Notes were used to, among other things (i) redeem in full the Issuer’s 4.750% senior notes due 2029 (the “ 2029 Notes ”) and 4.750% senior notes due 2030 (the “ 2030 Notes ”) and pay any related premiums, fees and expenses, including accrued and unpaid interest with respect to the 2029 Notes and 2030 Notes and (ii) purchase $ 594,152,000 aggregate principal amount of the Issuer’s 5.000% senior notes due 2031, pursuant to the fundamental change provisions of the indenture governing such notes. Following the release of the escrowed property, the Notes are fully and unconditionally guaranteed on an unsecured basis by the Company and certain of its subsidiaries, pursuant to Supplemental Indenture No. 2031-2, dated as of June 16, 2026 (“ Supplemental Indenture No. 2031-2 ”), by and among the Issuer, the Company, the subsidiary guarantors party thereto (the “ Subsidiary Guarantors ”) and the Trustee, with respect to the 2031 Notes and Supplemental Indenture No. 2033-2, dated as of June 16, 2026 (“ Supplemental Indenture No. 2033-2 ” and, together with Supplemental Indenture No. 2031-2, the “ Supplemental Indentures ”), by and among the Issuer, the Company, the Subsidiary Guarantors and the Trustee, with respect to the 2033 Notes. In addition, following the release of the escrowed property, the Notes are no longer subject to the previously announced special mandatory redemption. 2 The description of the Supplemental Indentures contained in Item 1.01 of this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to Supplemental Indenture No. 2031-2 and Supplemental Indenture No. 2033-2, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference. Item 1.02. Termination of Material Definitive Agreements. The information provided in the Introduction of this Current Report on Form 8-K (this “ Current Report ”) is incorporated herein by reference. At the Effective Time, the Company terminated the Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Equity Participation Plan (the “ Plan ”) with respect to any further awards thereunder following the Effective Time. Item 2.01. Completion of Acquisition or Disposition of Assets. The information provided in the Introduction and Items 3.03, 5.01, 5.02 and 5.03 of this Current Report is incorporated herein by reference. Pursuant to the terms of the Merger Agreement, at the Effective Time and as a result of the Merger, each share of common stock of the Company, par value $0.0001 per share (the “ Company Common Stock ”), outstanding immediately prior to the Effective Time (other than (i) each share (a) held in the treasury of the Company or owned by any wholly owned subsidiary of the Company or (b) held, directly or indirec