---
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"
generated_at: "2026-06-07T16:57:07.555008+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Fairfax standstill cap raised to 27.5% of KW voting power; open market purchases allowed

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001408100-23-000148
- JSON: https://secwatch.observer/filing/0001408100-23-000148.json
- Plain text: https://secwatch.observer/filing/0001408100-23-000148.txt

## Key facts
- Material Agreements
  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).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: affiliates of Fairfax Financial Holdings Limited (collectively with such affiliates, Fairfax)
  - Effective: 2023-12-06
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1408100/000140810023000148/0001408100-23-000148-index.htm
- Material Agreements
  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).
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: affiliates of Fairfax Financial Holdings Limited (collectively with such affiliates, Fairfax)
  - Effective: 2023-12-06
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1408100/000140810023000148/0001408100-23-000148-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.