{"schema_version":"secwatch.filing_event.v1","accession":"0001408100-23-000148","form_type":"8-K","ticker":"KW","cik":"0001408100","company_name":"Kennedy-Wilson Holdings, Inc.","filed_at":"2023-12-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:28.936586+00:00","generated_at":"2026-06-07T16:57:07.555008+00:00","sec_items":["1.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Fairfax standstill cap raised to 27.5% of KW voting power; open market purchases allowed","bullets":["Amendments to Series B and C preferred stock purchase agreements executed on Dec 6, 2023.","Fairfax's cap on common stock purchases increased from 20% to 27.5% of fully diluted common stock or voting power.","Fairfax now permitted to buy additional KW common shares on the open market; no assurance of purchases.","Standstill provisions otherwise remain in effect until the termination date."],"urls":{"canonical":"https://secwatch.observer/filing/0001408100-23-000148","json":"https://secwatch.observer/filing/0001408100-23-000148.json","markdown":"https://secwatch.observer/filing/0001408100-23-000148.md","text":"https://secwatch.observer/filing/0001408100-23-000148.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1408100/000140810023000148/0001408100-23-000148-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1408100/000140810023000148/kw-20231206.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T16:57:07.555008+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7280dd6dee12ab7e4d32cfdee66c21cf0d338937","claim":"Kennedy-Wilson Holdings, Inc. amended 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement with affiliates of Fairfax Financial Holdings Limited (collectively with such affiliates, Fairfax) (effective 2023-12-06).","evidence_excerpt":"On December 6, 2023, Kennedy-Wilson Holdings, Inc. (the “Company”) and certain affiliates of Fairfax Financial Holdings Limited (collectively with such affiliates, “Fairfax”) entered into an amendment to that certain 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (the “Series B SPA”), dated February 23, 2022, by and among the Company and certain Fairfax affiliates, and an amendment to that certain 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (the “Series C SPA”, together with the Series B SPA, the “SPAs”), dated June 4, 2023, by and among the Company and certain Fairfax affiliates, to update the standstill provisions in each of the SPAs.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1408100/000140810023000148/0001408100-23-000148-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"affiliates of Fairfax Financial Holdings Limited (collectively with such affiliates, Fairfax)"},{"label":"Effective","value":"2023-12-06"}],"fact_type":"material_agreement"},{"claim_id":"b58a4c6a6a67d69a1f2126428fa46f198128d4d5","claim":"Kennedy-Wilson Holdings, Inc. amended 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement with affiliates of Fairfax Financial Holdings Limited (collectively with such affiliates, Fairfax) (effective 2023-12-06).","evidence_excerpt":"On December 6, 2023, Kennedy-Wilson Holdings, Inc. (the “Company”) and certain affiliates of Fairfax Financial Holdings Limited (collectively with such affiliates, “Fairfax”) entered into an amendment to that certain 4.75% Series B Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (the “Series B SPA”), dated February 23, 2022, by and among the Company and certain Fairfax affiliates, and an amendment to that certain 6.00% Series C Cumulative Perpetual Preferred Stock and Warrant Purchase Agreement (the “Series C SPA”, together with the Series B SPA, the “SPAs”), dated June 4, 2023, by and among the Company and certain Fairfax affiliates, to update the standstill provisions in each of the SPAs.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1408100/000140810023000148/0001408100-23-000148-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"affiliates of Fairfax Financial Holdings Limited (collectively with such affiliates, Fairfax)"},{"label":"Effective","value":"2023-12-06"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}