{"url_path":"/sec/kw/8-k/2026-06-16/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1408100/0001140361-26-025340-index.html","accession_number":"0001140361-26-025340","cik":"0001408100","ticker":"KW","issuer_name":"Kennedy-Wilson Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1408100/0001140361-26-025340-index.html","primary_entity_key":"0001408100","primary_entity_name":"Kennedy-Wilson Holdings, Inc."},"word_count":590,"has_tables":true,"body_markdown":"false12-31000140810000014081002026-06-162026-06-16\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 8-K\n\nCURRENT REPORT\n\n \n\nPursuant to Section 13 or 15(d) of\n\nThe Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported):\n\nJune 16, 2026\n\nKENNEDY-WILSON HOLDINGS, INC.\n\n(Exact name of registrant as specified in its charter)\n\nDelaware\n\n001-33824\n\n26-0508760\n\n(State or other jurisdiction  of Incorporation)\n\n(Commission File Number)\n\n(IRS Employer Identification No.)\n\n151 S. El Camino Drive\nBeverly Hills, California\n90212\n\n(Address of principal executive offices) (Zip Code)\n\nRegistrant’s telephone number, including area code: (310) 887-6400\n\nN/A\n\n(Former name or former address, if changed since last report.)\n\nCheck 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\nfollowing provisions (see General Instructions A.2.):\n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\nTrading\n\nsymbol(s)\n\nName of each exchange on which\n\nregistered\n\n \n\nCommon stock, $.0001 par value\n\nKW\n\nNYSE\n\nIndicate 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\nof the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging growth company ☐\n\nIf 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\nfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\nIntroduction\n\nOn June 16, 2026, Kennedy-Wilson Holdings, Inc., a Delaware\ncorporation (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\nKona Merger Subsidiary, Inc., a Delaware corporation and subsidiary of Parent (“Merger Sub”), as amended by that certain Amendment to\nAgreement 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,\nMatthew Windisch, In Ku Lee and certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”) that were securityholders of the Company (collectively, the “Rollover Stockholders”) entered\n\ninto Rollover Agreements (the “Rollover Agreements”) with Parent and, as applicable, Kona Management Holdco, LLC, a Delaware limited liability company (“Holdco”).\n\nImmediately prior to the effective time (the “Effective Time”) of the Merger (as defined below), certain shares held by the Rollover Stockholders\n(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\nlimited 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\nindirect equity interests in the Surviving Company through their ownership interests in Parent or Holdco, as applicable."}