UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2025

KENNEDY-WILSON HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33824

26-0508760

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


151 S El Camino Drive
Beverly Hills, California		90212
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (310) 887-6400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $.0001 par value

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On November 4, 2025, Kennedy-Wilson Holdings, Inc. (the “Company”) received a proposal letter (the “Proposal Letter”) from William McMorrow, our Chairman and Chief Executive Officer, and Fairfax Financial Holdings Limited (collectively, the “Consortium”) to acquire all of the outstanding common stock of the Company not owned by the Consortium for $10.25 per share, payable in cash. The Board of Directors of the Company has formed a special committee to carefully evaluate the terms and conditions of the proposal. A copy of the Proposal Letter is furnished herewith as Exhibit 99.1.

No assurance can be given that a definitive agreement with respect to the Consortium’s proposal will be executed or that any potential transaction will be consummated. The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required under applicable law.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Proposal Letter, dated November 4, 2025.

104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KENNEDY-WILSON HOLDINGS, INC.

Date: November 4, 2025

/s/ In Ku Lee

Name: In Ku Lee

Title: Executive Vice President and General Counsel

Kennedy-Wilson Holdings, Inc. 8-K