Kennedy-Wilson (KW) Proxy Filing summary

Executive summary

• Entered into a merger agreement with a consortium led by Fairfax Financial Holdings, Bill McMorrow, and senior executives, announced on February 16, 2026.

• Transaction expected to close in the second quarter of 2026, subject to customary closing conditions including stockholder and regulatory approvals.

• Focus remains on business continuity and supporting employees, clients, and partners during the transition.

• Forward-looking statements highlight risks such as failure to obtain approvals, disruption to operations, and potential litigation.

Voting matters and shareholder proposals

• Stockholders will be asked to approve the merger at a special meeting; details to be provided in the Definitive Proxy Statement.

• If the merger is completed, stockholders will no longer have equity interest or rights to future earnings.

Board of directors and corporate governance

• Certain directors, executive officers, and employees may be considered participants in the proxy solicitation for the merger.

• Updated information on directors' and officers' interests will be disclosed in the Definitive Proxy Statement.