Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for June 10, 2026, to vote on a proposed merger where the company will become a wholly owned subsidiary of Parent via a merger agreement with Kona Bidco, LLC and Kona Merger Subsidiary, Inc.

• The board formed a special committee of disinterested directors to review, evaluate, and negotiate the merger, with the board ultimately recommending approval of the merger and related proposals.

• Supplemental disclosures were issued in response to stockholder litigation and demand letters alleging disclosure deficiencies, though the company denies any legal necessity for these additions.

• The supplemental disclosures do not affect the merger consideration or the timing of the special meeting.

• Forward-looking statements highlight risks related to economic conditions, real estate markets, interest rates, international operations, and the potential impact of the merger process.

Voting matters and shareholder proposals

• Stockholders are asked to vote on the merger agreement, an advisory compensation proposal, and a proposal to adjourn the meeting if necessary.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• A special committee of independent directors was established to ensure an impartial review of the merger.

• The committee engaged independent legal and financial advisors and consulted with management as needed.