[8-K] Kennedy-Wilson Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Kennedy-Wilson Holdings announced it received a non-binding proposal from Chairman and CEO William McMorrow and Fairfax Financial to acquire all common shares they do not already own for $10.25 per share in cash.

The Board has formed a special committee to evaluate the terms and conditions of the proposal. The company stated there is no assurance a definitive agreement will be executed or that any transaction will be consummated.

Insights

M&A and Special Committee Process Analyst

Non-binding take-private proposal at $10.25; evaluation underway.

Kennedy-Wilson disclosed a proposal from its CEO and Fairfax Financial to purchase remaining shares for $10.25 per share in cash. The Board appointed an independent special committee to review and negotiate any potential transaction, a standard safeguard in related-party contexts.

The disclosure emphasizes that there is no assurance of a definitive agreement or closing. Key variables include committee negotiations, financing readiness, and any required approvals. Actual outcomes depend on these steps, and the company has limited itself to required legal updates.

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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): November 4, 2025

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

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, $.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 7.01. Regulation FD Disclosure.

On November 4, 2025, Kennedy-Wilson Holdings, Inc. (the “Company”) received a proposal letter (the “Proposal Letter”) from William McMorrow, our Chairman and Chief Executive Officer, and Fairfax Financial Holdings Limited (collectively, the “Consortium”) to acquire all of the outstanding common stock of the Company not owned by the Consortium for $10.25 per share, payable in cash. The Board of Directors of the Company has formed a special committee to carefully evaluate the terms and conditions of the proposal. A copy of the Proposal Letter is furnished herewith as Exhibit 99.1.

No assurance can be given that a definitive agreement with respect to the Consortium’s proposal will be executed or that any potential transaction will be consummated. The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required under applicable law.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Proposal Letter, dated November 4, 2025.
104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						KENNEDY-WILSON HOLDINGS, INC.
Date: November 4, 2025				By:		/s/ In Ku Lee
						Name:   In Ku Lee
						Title:   Executive Vice President and General Counsel

FAQ

What did Kennedy-Wilson (KW) disclose?

The company received a non-binding proposal from its CEO and Fairfax Financial to buy all shares they do not own for $10.25 per share in cash.

Who is proposing to acquire Kennedy-Wilson shares and at what price?

Chairman and CEO William McMorrow and Fairfax Financial proposed $10.25 per share in cash for shares they do not own.

What steps has Kennedy-Wilson taken in response to the proposal?

The Board formed a special committee to carefully evaluate the proposal’s terms and conditions.

Is the Kennedy-Wilson proposal binding?

No. The company stated there is no assurance a definitive agreement will be executed or that any transaction will be consummated.

Will Kennedy-Wilson provide ongoing updates on the proposal?

The company stated it will provide updates only as required under applicable law.

Where can I read the proposal letter?

The proposal letter is included as Exhibit 99.1 to the disclosure.