Every 8-K that KENNEDY-WILSON HOLDINGS, INC. (KW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow KW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KW filings page.
Kennedy-Wilson Holdings, Inc. has completed its take‑private merger with an investor group led by Fairfax Financial Holdings and members of the KW Management Group. Public stockholders of common shares will receive $10.90 in cash per share, and the company’s common stock has been delisted from the NYSE, with plans to terminate SEC registration and ongoing reporting obligations.
To support the transaction and refinance existing debt, subsidiary Kennedy-Wilson, Inc. issued $1.8 billion of senior notes, including $1.1 billion of 7.000% notes due 2031 and $700 million of 7.250% notes due 2033. Net proceeds were used to redeem 4.750% notes due 2029 and 2030 and to purchase $594,152,000 of 5.000% notes due 2031. Approximately $1.6 billion of cash consideration was paid to equityholders at closing, funded by equity and $1.3 billion of debt financing.
Kennedy-Wilson Holdings, Inc. stockholders approved the Agreement and Plan of Merger with Kona Bidco, LLC at a special meeting on June 10, 2026. A total of 149,552,176 shares, representing approximately 90.91% of voting power as of the May 4, 2026 record date, were present, constituting a quorum.
The Merger Proposal received 148,957,598 votes for and 535,978 against under the majority approval standard, and 108,258,576 votes for under the disinterested stockholder standard. Stockholders also approved, on a non-binding basis, merger-related executive compensation and an adjournment proposal, though no adjournment was needed.
The company, Parent and Merger Sub expect the merger to close on or about June 16, 2026, subject to customary closing conditions. A previously announced cash dividend of $0.12 per share to common stockholders of record as of June 11, 2026 is expected to be paid on the closing date.
Kennedy-Wilson Holdings, Inc. reports that its subsidiary Kennedy-Wilson, Inc. completed a private offering of $1.8 billion in senior notes, split between $1.1 billion of 7.000% notes due 2031 and $700 million of 7.250% notes due 2033, sold under Rule 144A and Regulation S.
The gross proceeds have been placed in escrow to support a pending merger in which an affiliate of a management-led consortium, including Fairfax, would acquire the company. If that merger closes, the funds are expected to redeem existing 4.750% notes due 2029 and 2030, fund an offer to purchase 5.000% notes due 2031, and repay part of an unsecured credit facility or be used for general corporate purposes.
If the merger is not consummated by November 16, 2026 (or a later agreed date), the notes will be subject to a special mandatory redemption at 100% of their initial issue price plus accrued interest, with Fairfax committing to cover any shortfall in the escrowed funds.
Kennedy-Wilson, Inc., a subsidiary of Kennedy-Wilson Holdings, has launched a cash tender offer to repurchase any and all of its 5.000% Senior Notes due 2031, with $600,000,000 aggregate principal amount outstanding, at $1,010 per $1,000 of principal plus accrued interest.
The offer runs until 5:00 p.m. New York City time on or around June 15, 2026, with settlement expected June 16, 2026, and is conditioned on completion of a merger that is expected to constitute a Fundamental Change under the notes indenture.
The issuer has also issued conditional notices of redemption to fully redeem its 4.750% senior notes due 2029 and 2030 on June 16, 2026, funded by a privately placed $1.8 billion senior notes offering, split between $1.1 billion of 7.000% notes due 2031 and $700 million of 7.250% notes due 2033.
Kennedy-Wilson Holdings, Inc. reported that subsidiary Kennedy-Wilson, Inc. has priced a private Offering of $1.8 billion in senior notes, split between $1.1 billion of 7.000% notes due 2031 and $700 million of 7.250% notes due 2033 under Rule 144A and Regulation S.
If the pending management-led Merger closes, the company expects to use the net proceeds mainly to redeem existing 4.750% notes due 2029 and 2030, make an offer to purchase 5.000% notes due 2031, and repay borrowings on its unsecured credit facility, with any balance for general corporate purposes. If the Offering closes before the Merger, proceeds go into escrow and the notes must be redeemed at 100% of issue price plus accrued interest if the Merger is not completed by November 16, 2026, with Fairfax committed to cover any escrow shortfall.
Kennedy-Wilson, Inc., a subsidiary of Kennedy-Wilson Holdings, is launching a private Offering of $1.8 billion in senior notes due 2031 and 2033 to institutional and non-U.S. investors under Rule 144A and Regulation S. If the pending management-led Merger is completed, the company expects to use the net proceeds to redeem its 4.750% senior notes due 2029 and 2030, offer to purchase its 5.000% senior notes due 2031 under fundamental change provisions, and apply any remaining funds toward its unsecured credit facility or general corporate purposes. If the Offering closes before the Merger and the Merger is not consummated by November 16, 2026 (or a later agreed date), the notes must be redeemed at 100% of their initial issue price plus accrued interest, with Fairfax committing to cover any escrow shortfall. Upon Merger completion, the notes will be fully and unconditionally guaranteed on an unsecured basis by the company and certain subsidiaries.
Kennedy-Wilson Holdings, Inc. reported a return to profitability for Q1 2026. Net income attributable to common shareholders was $13.7 million, or $0.10 per diluted share, compared with a loss of $40.8 million or $(0.30) a year earlier.
Non-GAAP performance also improved. Adjusted EBITDA rose to $141.8 million from $98.2 million, and Adjusted Net Income was $50.5 million versus a slight loss in Q1 2025. Investment management fees reached $28 million, up 11%, supported by $11.2 billion of fee-bearing capital and total real estate AUM of $36 billion.
The stabilized portfolio generated estimated annual NOI of $425 million at the company’s share, primarily from multifamily assets. Multifamily same-property NOI increased 2.0% year over year, with stronger growth in the affordable segment. As of March 31, 2026, the company held $185 million in cash and cash equivalents and had $368 million drawn on its $550 million revolver.
The company continues to advance a previously announced merger, with a special shareholders meeting scheduled for June 10, 2026. In connection with the merger, it currently anticipates repaying or offering to repay all outstanding senior unsecured notes due 2029, 2030 and 2031, subject to completing the related transactions.
Kennedy-Wilson, Inc., a subsidiary of Kennedy-Wilson Holdings, Inc., has terminated its previously announced Exchange Offers for its 4.750% Senior Notes due 2029 and 2030 and 5.000% Senior Notes due 2031, as well as the related Consent Solicitations to amend the existing note indentures.
Because the offers are terminated, no Existing Notes will be exchanged, no new 6.125% 2032 or 6.375% 2034 notes will be issued, and all tendered notes will be promptly returned to holders under the current indenture terms.
The company reiterates that the planned merger led by Chairman and CEO William McMorrow and Fairfax Financial Holdings is not conditioned on these Exchange Offers or Consent Solicitations and is currently expected to close in the second quarter of 2026.
Kennedy-Wilson Holdings, Inc. entered into an amendment to its merger agreement with Kona Bidco, LLC and Kona Merger Subsidiary, Inc. The change requires, as a condition to completing the merger, an affirmative vote of at least two-thirds of the outstanding Company Voting Stock entitled to vote on adopting the merger agreement.
This two-thirds approval must be calculated in accordance with Delaware law and excludes shares owned by specified insiders and certain Fairfax Financial affiliates and their related parties. The amendment does not alter the previously described merger structure but tightens the stockholder approval standard before the company can be taken private.
Kennedy-Wilson Holdings, Inc. reports that its subsidiary Kennedy-Wilson, Inc. has launched exchange offers for any and all of its outstanding senior notes due 2029, 2030 and 2031. Holders of the $600,000,000 4.750% notes due 2029, $600,000,000 4.750% notes due 2030 and $600,000,000 5.000% notes due 2031 can exchange into new senior notes due 2032 (Option A) or 2034 (Option B).
Eligible holders who tender by 5:00 p.m. New York City time on March 13, 2026 receive total consideration of $1,000 or $1,010 principal amount of new notes per $1,000 of existing notes, while those tendering after that date but by the March 30, 2026 expiration date receive $950. The new notes carry interest of 6.125% (2032 maturity) or 6.375% (2034 maturity), payable semi-annually starting October 15, 2026.
The offers include related consent solicitations to amend the existing indentures, and are conditioned on consummation of a proposed merger under a February 16, 2026 agreement with Kona Bidco, LLC and Kona Merger Subsidiary, Inc., as well as majority consents for each note series. Certain supporting holders already represent approximately 19% of the 2029 notes, 35% of the 2030 notes and 27% of the 2031 notes.
Kennedy-Wilson Holdings, Inc. reported Q4 2025 GAAP net income to common shareholders of $29.6 million, or $0.21 per diluted share, compared with $33.1 million, or $0.24 per share, a year earlier. For full-year 2025, the company recorded a net loss to common shareholders of $38.8 million, narrower than the $76.5 million loss in 2024.
Non-GAAP performance was stronger, with Adjusted EBITDA of $179.0 million in Q4 and $549.5 million for 2025, up slightly from 2024. Adjusted net income was $68.0 million in Q4 and $119.8 million for the year. Assets under management reached $36 billion, while fee-based investment management revenue grew, with investment management fees up 16% to $115.2 million in 2025.
The company executed major strategic moves, including a $334 million, three-phase acquisition of the Toll Brothers Apartment Living platform, adding over $5 billion of AUM, a $10.9 billion debt investment platform, and $1.4 billion of 2025 asset sales and recapitalizations. As of December 31, 2025, Kennedy Wilson reported $6.6 billion in total assets and $7.36 billion of debt on a share basis.
Subsequently, on February 16, 2026, Kennedy Wilson entered into a definitive merger agreement to be acquired by a consortium led by its Chairman and CEO and other senior executives, together with Fairfax. The consortium will purchase all outstanding common shares not already held by them for $10.90 per share in cash, subject to shareholder and regulatory approvals, with closing currently expected in the second quarter of 2026.
Kennedy-Wilson Holdings, Inc. agreed to be acquired in an all-cash merger by a consortium led by CEO William McMorrow and Fairfax Financial for $10.90 per common share. This price reflects a 46% premium to the company’s unaffected share price on November 4, 2025.
Fairfax committed $1.65 billion of equity to fund the cash consideration, redeem certain preferred shares and cover related obligations. The deal requires multiple stockholder approvals, including a majority-of-the-minority vote, and customary regulatory clearances. If completed, Kennedy Wilson will go private and its NYSE-listed common stock will be deregistered.
Kennedy-Wilson Holdings, Inc. completed the first closing of its previously announced acquisition of Toll Brothers’ apartment development platform, a transaction valued at approximately $379.6 million subject to customary adjustments. In this first phase, the company and its partners invested $202.8 million, including $102.5 million from Kennedy-Wilson, to buy interests in four completed multifamily and student housing properties and a significant portion of Toll’s current and future development pipeline.
Upon completion of all closings, Kennedy-Wilson expects its total investment to be about $126.3 million and to gain exposure to 18 properties with 5,056 existing units and 1,008 units under construction, plus a broad U.S. land and development pipeline. It currently expects to own roughly 8% of the property portfolio and about 95% of the pipeline, with ultimate stakes of about 5–20% as projects are capitalized with partners. Kennedy-Wilson also signed an asset management agreement to manage certain Toll-owned assets, will earn multiple fee streams, and hired Toll’s apartment platform team, funding the first closing with existing liquidity and its corporate revolving credit facility. The remaining closings are expected in December 2025 and January 2026 but are not assured.
Kennedy-Wilson Holdings, Inc. furnished an Item 2.02 Form 8-K announcing financial results for the third quarter ended September 30, 2025. The company also posted supplemental financial information on its website.
A press release and the supplemental package were furnished as Exhibit 99.1. The materials are furnished and not deemed filed under the Exchange Act. An inline XBRL cover page file is included as Exhibit 104.
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.
Kennedy-Wilson Holdings, Inc. reported that its wholly owned subsidiary, Kennedy Wilson Europe Real Estate Limited, has completed the previously announced full redemption of its 3.25% euro-denominated Notes due November 2025. The outstanding Notes were redeemed at the Optional Redemption Amount, equal to the principal amount of €300,000,000, plus accrued interest of €8,681,520 up to but excluding the redemption date.
The company funded the redemption using proceeds from its previously announced asset sale program, existing liquidity, and borrowings under its corporate revolving credit facility. Following this transaction, none of these Notes remain outstanding.
Kennedy-Wilson Holdings, Inc. disclosed that a wholly owned subsidiary agreed to acquire Toll Brothers’ apartment development platform for approximately $347 million, subject to customary adjustments, through a transaction expected to close with partners in the fourth quarter of 2025, subject to closing conditions.
Upon closing, Kennedy-Wilson and partners will acquire interests in 18 U.S. properties totaling 5,056 completed units plus 1,008 units under construction, as well as Toll’s multifamily and student housing development pipeline. Kennedy-Wilson expects to invest about $90 million, earn multiple fee streams, hire Toll’s platform team and enter a strategic alliance for future rental and for-sale housing opportunities.
Kennedy-Wilson Holdings, Inc. filed a current report to note that its wholly owned subsidiary, Kennedy Wilson Europe Real Estate Limited (KWE), has posted interim IFRS financial statements for the six-month period ended June 30, 2025. These KWE results were made available on the company’s website to comply with covenants related to KWE’s unsecured bonds. The same interim financial statements are included with this report as Exhibit 99.1, but are described as being furnished, not filed, which limits their treatment under U.S. securities law.
Kennedy-Wilson Holdings, Inc. (KW) filed an 8-K on August 6, 2025 under Item 2.02 to furnish its press release and supplemental financial information for the second quarter ended June 30, 2025.
The filing states the press release and supplemental materials are posted on the company website (http://www.kennedywilson.com) and are furnished as Exhibit 99.1. The filing expressly notes the furnished information is not "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference. The report is signed by CFO Justin Enbody. No financial metrics, guidance, or operational details are included in the 8-K itself.