Kennedy-Wilson (KW) Proxy Filing summary

Executive summary

• Announced exchange offers for all outstanding 4.750% Senior Notes due 2029 and 2030, and 5.000% Senior Notes due 2031, for new Senior Notes due 2032 or 2034, contingent on a proposed merger closing.

• Exchange offers and consent solicitations are only for qualified institutional buyers and non-U.S. persons, with early participation and expiration dates set for March 13 and March 30, 2026, respectively.

• The merger involves a consortium led by senior executives and Fairfax Financial Holdings, with the company to be taken private if approved.

• If the merger is completed, current stockholders will lose all equity interest and rights to future earnings.

Voting matters and shareholder proposals

• A special meeting will be called for stockholders to vote on the proposed merger, with a definitive proxy statement to be filed and distributed.

• Stockholder approval is a key condition for the merger to proceed.

Board of directors and corporate governance

• The merger is led by the current Chairman and CEO, William McMorrow, and other senior executives, indicating significant insider involvement.

• Information on directors, executive officers, and their interests will be disclosed in the definitive proxy statement.