Kennedy-Wilson (KW) Proxy filing summary

Executive summary

• Termination of previously announced exchange offers for outstanding senior notes and related consent solicitations, effective immediately, with all tendered notes to be returned to holders.

• The proposed merger by a consortium led by senior executives and Fairfax Financial Holdings is not contingent on the exchange offers or consent solicitations and is expected to close in Q2 2026.

• Press release and SEC filings emphasize that the merger will result in stockholders losing all equity interest and rights to future company growth if consummated.

• Forward-looking statements highlight significant risks and uncertainties regarding the merger, including regulatory approvals, litigation, and potential financial impacts.

Voting matters and shareholder proposals

• A special meeting of stockholders will be convened to seek approval for the proposed merger, with a definitive proxy statement to be distributed containing key information.

• The company, its affiliates, and the consortium have jointly filed a Schedule 13E-3 with the SEC in connection with the merger.

Board of directors and corporate governance

• The merger is led by the Chairman/CEO and other senior executives, indicating direct board and management involvement in the transaction.

• Information on directors, executive officers, and their interests will be detailed in the definitive proxy statement and related SEC filings.