Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• Announced a cash tender offer for any and all outstanding 5.000% Senior Notes due 2031, conditional on the completion of a merger with a consortium led by senior executives and Fairfax Financial Holdings Limited.

• Notices of redemption issued for 4.750% senior notes due 2029 and 2030, contingent on the merger and issuance of at least $1.8 billion in new senior debt.

• The merger, if completed, will result in stockholders ceasing to have any equity interest or participation in future growth.

• The tender offer and redemptions are part of the Fundamental Change Offer provisions triggered by the merger agreement.

• The offer expires June 15, 2026, with settlement expected June 16, 2026, subject to conditions.

Voting matters and shareholder proposals

• Stockholder approval is required for the merger, with a definitive proxy statement to be filed and distributed for a special meeting.

• Directors, executive officers, and certain employees may be deemed participants in the proxy solicitation.

Board of directors and corporate governance

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

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