Kennedy-Wilson to be acquired by Fairfax-backed entity for $10.90 per share in cash

Kennedy-Wilson Holdings, Inc.

Merger consideration: $10.90 per share in cash for common stock; preferred stock and warrants treated separately.
Equity commitment from Fairfax of $1.65 billion to fund Merger Consideration and Series A preferred redemption.
Rollover agreements with CEO McMorrow, Windisch, and Lee; shares contributed to Parent in exchange for units.
Termination fee of $42.7 million payable by Kennedy-Wilson if it accepts a superior proposal or certain conditions.
Closing conditions: stockholder approval, regulatory clearances, no material adverse effect; no financing condition.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Kennedy-Wilson Holdings, Inc. entered into Agreement and Plan of Merger with Kona Bidco, LLC, Kona Merger Subsidiary, Inc. valued at $10.90 in cash per share (effective 2026-02-16).

Action: entry
Agreement: merger
Counterparty: Kona Bidco, LLC, Kona Merger Subsidiary, Inc.
Value: $10.90 in cash per share
Effective: 2026-02-16

Exact text from the filing

On February 16, 2026, Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Kona Bidco, LLC, a Delaware limited liability company (“Parent”), Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company.

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Kennedy-Wilson Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-26-005601

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