FAIRFAX FINANCIAL HOLDINGS LTD/ CAN 4

What Happened
Fairfax Financial Holdings Ltd., reported as a 10% owner of Kennedy-Wilson (KW), recorded a disposition of 13,322,009 shares on 2026-06-16. The filing lists the transaction code "J" (other acquisition or disposition) and shows no per-share price or cash value because the shares were contributed to the buyer/parent as part of a merger transaction and converted into equity/units of the acquiring entity rather than sold on the open market.

Key Details

• Transaction date: 2026-06-16 (Effective Time of the merger). Price: N/A (conversion/rollover, not an open-market sale).
• Shares involved: 13,322,009 Kennedy-Wilson common shares reported disposed.
• Post-transaction holdings: Filing indicates these shares were contributed to the acquiror (Kona/Parent) in exchange for limited liability company units or other securities of Parent per a Rollover Agreement; the filing does not report a cash proceeds amount.
• Footnotes:
  • The disposition occurred under the Agreement and Plan of Merger (Merger Agreement) where Kennedy-Wilson became a wholly owned subsidiary of Kona Bidco, LLC (F1).
  • Reporting person contributed KW shares to Parent under a Rollover Agreement and received Parent units/securities (F2).
  • Securities reported are held by Fairfax subsidiaries; Fairfax representatives disclaim beneficial ownership except to extent of pecuniary interest (F3).
• Filing timeliness: Reported on 2026-06-16 for the 2026-06-16 transaction (timely filing).

Context
This was not a routine open-market sale but a conversion/rollover tied to an acquisition—common when a target company becomes a subsidiary and holders receive consideration in the acquiror. As a 10% institutional owner, this filing reflects corporate transaction mechanics rather than an individual insider expressing a buy/sell sentiment.