Fairfax (NYSE: KW) affiliates roll 13.3M Kennedy-Wilson shares into Kona Bidco merger

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. reported an internal restructuring of shares tied to its merger with Kona Bidco, LLC. A subsidiary of Kona merged into Kennedy-Wilson, with Kennedy-Wilson continuing as a wholly owned subsidiary of Kona at the merger’s effective time.

Immediately before the merger became effective, entities affiliated with Fairfax Financial Holdings Limited contributed 13,322,009 shares of Common Stock to Kona Bidco, LLC in exchange for limited liability company units or other securities of the parent. The reporting persons state these securities are held by Fairfax subsidiaries and disclaim beneficial ownership beyond any pecuniary interest.

Insights

Equity restructuring analyst

Large Fairfax-held stake in Kennedy-Wilson was rolled into the new private parent as part of a merger.

The filing shows 13,322,009 shares of Kennedy-Wilson Common Stock, previously held through Fairfax subsidiaries, were contributed to Kona Bidco, LLC immediately before the merger took effect. In return, Fairfax-affiliated holders received units or other securities of the private parent entity.

This is coded as an "other" transaction (J), reflecting an equity rollover rather than a market buy or sell, at a stated price of $0.0000 per share. Following the transaction, the Form 4 reports 0 shares of Kennedy-Wilson Common Stock for these reporting persons, consistent with Kennedy-Wilson becoming a wholly owned subsidiary.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FAIRFAX FINANCIAL HOLDINGS LTD/ CAN, WATSA V PREM ET AL, SECOND 1109 HOLDCO LTD., SIXTY TWO INVESTMENT CO LTD

Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Common Stock	13,322,009	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, See Footnote)

Footnotes (1)

1. In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time"). Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026. These securities are held by subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"). Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Key Figures

Restructured shares: 13,322,009 shares Transaction price: $0.0000 per share Shares after transaction: 0 shares +1 more

4 metrics

Restructured shares 13,322,009 shares Common Stock contributed to Kona Bidco, LLC in rollover

Transaction price $0.0000 per share Stated value for rollover of Common Stock

Shares after transaction 0 shares Total Kennedy-Wilson Common Stock reported post-transaction

Restructuring shares (summary) 13,322,009 shares RestructuringShares in transaction summary

Key Terms

Agreement and Plan of Merger, Effective Time, Rollover Agreement, pecuniary interest, +1 more

5 terms

Agreement and Plan of Merger regulatory

"In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Effective Time regulatory

"with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time")"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Rollover Agreement financial

"in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026"

pecuniary interest financial

"except to the extent of its or his pecuniary interest therein, if any"

Section 16 regulatory

"This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/16/2026 - 04:08 PM Accepted by SEC EDGAR 06/16/2026 - 04:07 PM Learn about SEC filing dates

FAQ

What did Fairfax-related entities do with their Kennedy-Wilson (KW) shares in this Form 4?

Fairfax-affiliated entities contributed 13,322,009 Kennedy-Wilson common shares to Kona Bidco, LLC immediately before the merger’s effective time. In exchange, they received limited liability company units or other securities of Kona Bidco, as specified in its limited liability company agreement.

Is the Fairfax transaction in Kennedy-Wilson (KW) a buy or sell of shares?

The transaction is reported under code J, an "other acquisition or disposition," not an open-market buy or sell. It reflects an equity rollover where shares were contributed to Kona Bidco, LLC in exchange for parent-level securities, with a stated price of $0.0000 per share.

How many Kennedy-Wilson (KW) shares were restructured in this Fairfax Form 4?

The Form 4 reports 13,322,009 shares of Kennedy-Wilson Common Stock involved in the restructuring. These shares were contributed to Kona Bidco, LLC as part of a rollover arrangement linked to the merger, and are classified as indirect holdings before the transaction.

What happened to Kennedy-Wilson (KW) in the merger described in the Form 4?

A subsidiary of Kona Bidco, LLC merged with and into Kennedy-Wilson, with Kennedy-Wilson surviving as a wholly owned subsidiary of Kona Bidco. This occurred under an Agreement and Plan of Merger dated February 16, 2026, later amended on March 15, 2026.

Do the reporting persons claim full beneficial ownership of the Kennedy-Wilson (KW) shares?

No. The filing states the securities are held by subsidiaries of Fairfax Financial Holdings Limited, and the reporting persons disclaim beneficial ownership under Rule 16a-1(a) except to the extent of any pecuniary interest. They also state the report is not an admission of beneficial ownership.

Why does the Form 4 for Kennedy-Wilson (KW) show zero shares after the Fairfax transaction?

After contributing 13,322,009 shares to Kona Bidco, LLC, the Form 4 shows 0 shares of Kennedy-Wilson Common Stock for these reporting persons. This aligns with Kennedy-Wilson becoming a wholly owned subsidiary of Kona Bidco following the merger’s effective time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)

FAIRFAX FINANCIAL HOLDINGS LTD

95 WELLINGTON ST WEST STE 800

(Street)

TORONTO M5J 2N7

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kennedy-Wilson Holdings, Inc. [ KW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2026		J		13,322,009	D	(1)(2)	0	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

FAIRFAX FINANCIAL HOLDINGS LTD/ CAN

(Last) (First) (Middle)

FAIRFAX FINANCIAL HOLDINGS LTD

95 WELLINGTON ST WEST STE 800

(Street)

TORONTO M5J 2N7

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WATSA V PREM ET AL

(Last) (First) (Middle)

95 WELLINGTON STREET WEST

SUITE 800

(Street)

TORONTO M5J 2N7

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SECOND 1109 HOLDCO LTD.

(Last) (First) (Middle)

95 WELLINGTON ST W STE 800

(Street)

TORONTO M5J 2N7

(City) (State) (Zip)

ONTARIO, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SIXTY TWO INVESTMENT CO LTD

(Last) (First) (Middle)

1600 CATHEDRAL PLACE

925 W GEORGIA ST

(Street)

VANCOUVER BC CANADA V6C3L3

(City) (State) (Zip)

BRITISH COLUMBIA, CANADA

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time").

2. Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026.

3. These securities are held by subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"). Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Peter Clarke, President and COO, on behalf of Fairfax Financial Holdings Ltd.	06/16/2026
	/s/ V. Prem Watsa	06/16/2026
	/s/ V. Prem Watsa, President, on behalf of The Second 1109 Holdco Ltd.	06/16/2026
	/s/ V. Prem Watsa, President, on behalf of The Sixty Two Investment Company Limited	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)