Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• $1.8 billion in senior notes were issued: $1.1 billion of 7.000% notes due 2031 and $700 million of 7.250% notes due 2033, with proceeds placed in escrow pending a merger.

• Notes were sold to qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S.

• If the merger closes, proceeds will redeem existing notes due 2029, 2030, and 2031, and may repay credit facility debt or be used for general purposes.

• If the merger is not completed by November 16, 2026, a special mandatory redemption at par plus accrued interest will occur, with Fairfax committed to fund any shortfall.

• Notes are initially secured by escrowed funds and become unsecured, guaranteed obligations after escrow release.

Voting matters and shareholder proposals

• The merger is subject to customary closing conditions, including shareholder approval.

• Proxy solicitation participants include directors, executive officers, and management, with details in the definitive proxy statement filed May 5, 2026.

Board of directors and corporate governance

• The merger involves a consortium led by the Chairman/CEO and senior executives, with Fairfax Financial Holdings as a participant.

• Information on directors, executive officers, and their security ownership is referenced in recent SEC filings.