Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on February 16, 2026, Kennedy-Wilson Holdings, Inc., a Delaware corporation ("Kennedy Wilson" or the "Company"), entered into an Agreement and Plan of Merger (the "Original Merger Agreement") with Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Kennedy Wilson (the "Merger"), with Kennedy Wilson surviving the merger as a wholly owned subsidiary of Parent. On March 15, 2026, Kennedy Wilson entered into an Amendment to Agreement and Plan of Merger (the "Merger Agreement Amendment", and the Original Merger Agreement, as amended, supplemented and otherwise modified by the Merger Agreement Amendment, the "Merger Agreement") with Parent and Merger Sub.

The Merger Agreement Amendment amends the Original Merger Agreement to require, as a condition to the completion of the Merger, and in accordance with Section 203(a)(3) of the Delaware General Corporation Law (the "DGCL"), the affirmative vote of at least two-thirds of the outstanding voting power of (i) the Company's common stock, par value $0.0001 per share, (ii) the Company's 5.75% Series A Cumulative Perpetual Convertible Preferred Stock (on an as-converted basis), (iii) the Company's 4.75% Series B Cumulative Perpetual Preferred Stock (based on the number of outstanding warrants issued in connection with the issuance of such preferred stock) and (iv) the Company's 6.00% Series C Cumulative Perpetual Preferred Stock (based on the number of outstanding warrants issued in connection with the issuance of such preferred stock) (the securities described in clauses (i)-(iv), collectively, the "Company Voting Stock") entitled to vote on the proposal to adopt the Merger Agreement, excluding the Company Voting Stock "owned" (as such term is defined in Section 203 of the DGCL) by William J. McMorrow, Matthew Windisch, In Ku Lee and certain affiliates of Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada, that are holders of the Company Voting Stock and each of their respective "affiliates" and "associates" (as such terms are defined in Section 203 of the DGCL).

The foregoing description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Merger Agreement Amendment has been included to provide investors with information regarding its terms and is not intended to provide any factual information about the Company.

The Merger Agreement Amendment contains representations, warranties, covenants and agreements, which were made only for purposes of such agreement and as of the dates specified therein. The representations and warranties in the Merger Agreement Amendment reflect negotiations between the parties to the Merger Agreement Amendment. Such representations and warranties are not intended as statements of fact to be relied upon by Kennedy Wilson's stockholders. In particular, the representations, warranties, covenants and agreements in the Merger Agreement Amendment may be subject to limitations agreed by the parties, including modifications or qualifications in certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement Amendment. In addition, the parties may apply standards of materiality in a way that is different from what investors may view as material. As such, the representations and warranties in the Merger Agreement Amendment may not describe the actual state of affairs at the date they were made or at any other time and investors should not rely on them as statements of fact. Moreover, publicly available information relating to the subject matter of such representations and warranties may change after the date of the Merger Agreement Amendment, and unless required by applicable law, the Company undertakes no obligation to update such information.