SEC Form 4 · accession 0001140361-26-025426
Kennedy-Wilson Holdings, Inc. · KW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
Director · 10% Owner
V Prem Et Al Watsa
Director · 10% Owner
SIXTY TWO INVESTMENT CO LTD
Director · 10% Owner
SECOND 1109 HOLDCO LTD.
Director · 10% Owner
Period of report
Jun 16, 2026
Accepted (ET)
Jun 16, 2026 · 4:07 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001408100
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jun 16, 2026 | J | 13,322,009 | — | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time").
- F2Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026.
- F3These securities are held by subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"). Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.