{"filing":{"accession_number":"0001140361-26-025340","cik":"0001408100","ticker":"KW","company_name":"Kennedy-Wilson Holdings, Inc.","form":"8-K","filing_date":"2026-06-16","report_date":null,"primary_document":"ef20076165_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1408100/000114036126025340/ef20076165_8k.htm"},"events":[{"id":11230,"run_id":9849,"accession_number":"0001140361-26-025340","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.96,"summary":"Kennedy-Wilson Holdings completed a merger with a Consortium on June 16, 2026, in which common stockholders received $10.90 per share in cash consideration (approximately $1.6 billion total), with $1.3 billion in debt financing and $1.8 billion in senior notes issued to fund the transaction and redeem existing debt. The merger resulted in a change of control, conversion of all equity awards to cash, replacement of the board of directors, and modification of the company's governing documents.","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16","form":"8-K","submitted_at":null,"items":[{"id":7769,"accession_number":"0001140361-26-025340","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses completion of a $1.8 billion senior notes issuance and the release of escrowed proceeds following \"the Effective Time\" of a merger, with proceeds used to redeem and repurchase existing debt. While the Item 1.01 heading references \"Entry Into a Material Definitive Agreement,\" the substance centers on the consummation of a merger transaction and the financing activities tied to it. The reference to \"the Merger\" and \"Effective Time\" indicates a material acquisition or change-of-control event, though the filing does not provide full merger details in this excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7770,"accession_number":"0001140361-26-025340","item_number":"1.02","item_title":"Termination of Material Definitive Agreements.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses termination of the Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Equity Participation Plan effective at an unspecified \"Effective Time,\" preventing future awards. While Item 1.02 typically covers termination of material definitive agreements (often debt or commercial contracts), this disclosure concerns termination of an equity compensation plan, which is material to shareholders but does not fit cleanly into the standard M\u0026A, covenant breach, or other specific event categories. The reference to \"Effective Time\" suggests a transaction context (possibly a merger or acquisition), but the section provided does not explicitly confirm this, warranting classification as other_material pending fuller context from the Introduction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7771,"accession_number":"0001140361-26-025340","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Kennedy-Wilson Holdings' common stock was converted into $10.90 per share in cash consideration, preferred stock treatment was modified, and all RSUs, PSUs, and bonus units were vested and converted to cash payments. The filing explicitly references the Merger Agreement and Amendment, confirming this is a material acquisition/change of control event that fundamentally altered the company's capital structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7773,"accession_number":"0001140361-26-025340","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of stockholder rights resulting from a merger completion. The prose explicitly states that at the Effective Time, Company Common Stock was converted into merger consideration and stockholders \"ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.\" This is the terminal event of a merger transaction, which is a material acquisition/change of control event. The cross-references to Items 1.02, 2.01, and 5.01 confirm this is part of a completed M\u0026A transaction disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7774,"accession_number":"0001140361-26-025340","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change of control through a merger transaction with a Consortium, involving approximately $1.6 billion in cash consideration to equityholders and $1.3 billion in debt financing. This is a material acquisition/change of control event that would significantly affect investor assessment of the registrant's ownership and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7775,"accession_number":"0001140361-26-025340","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 5.02 discloses the resignation of all board members and the appointment of new directors in connection with the consummation of a Merger (referenced in Items 1.02 and 2.01). While the Item nominally covers director departures and appointments, the substance is a change of control transaction where the entire board was replaced upon merger completion. The reference to \"Effective Time\" and \"Surviving Company\" indicates a completed merger, making this fundamentally an M\u0026A event rather than a routine executive change.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7776,"accession_number":"0001140361-26-025340","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"This Item 5.03 discloses amendments to the certificate of incorporation and bylaws that occurred \"at the Effective Time\" of a merger, with the company's governing documents being replaced by those of the Surviving Company. While the Item itself is administrative in nature, the context references a \"Merger Agreement\" and \"Effective Time,\" indicating this is a byproduct of a material M\u0026A transaction. However, the Item 5.03 text itself focuses narrowly on the mechanical amendment of documents rather than the merger itself, which should be disclosed under Item 2.01. The low confidence reflects ambiguity about whether to classify this as the merger activity (ma_activity) or as a routine administrative amendment; the reference to Item 2.01 suggests the merger is disclosed elsewhere, making this a secondary disclosure of the governance consequences.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""},{"id":7777,"accession_number":"0001140361-26-025340","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of a merger via press release on June 16, 2026. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is a completed material acquisition/merger event. Merger closings are material to investors and directly affect the registrant's capital structure and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":11231,"run_id":9849,"accession_number":"0001140361-26-025340","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Following completion of the merger, Kennedy-Wilson requested and obtained suspension of trading of its common stock on the NYSE, and initiated delisting from the NYSE and deregistration under Section 12(b) of the Exchange Act via Form 25, with intent to file Form 15 to terminate registration and suspend reporting obligations.","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16","form":"8-K","submitted_at":null,"items":[{"id":7772,"accession_number":"0001140361-26-025340","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Kennedy-Wilson notified NYSE of the completion of a merger and requested suspension of trading of Company Common Stock prior to June 16, 2026 opening. NYSE halted trading and the Company requested NYSE file a Form 25 to effect delisting from NYSE and deregistration under Section 12(b) of the Exchange Act. The Company also intends to file a Form 15 to terminate registration and suspend reporting obligations. This is a material delisting event triggered by merger completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":7769,"accession_number":"0001140361-26-025340","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses completion of a $1.8 billion senior notes issuance and the release of escrowed proceeds following \"the Effective Time\" of a merger, with proceeds used to redeem and repurchase existing debt. While the Item 1.01 heading references \"Entry Into a Material Definitive Agreement,\" the substance centers on the consummation of a merger transaction and the financing activities tied to it. The reference to \"the Merger\" and \"Effective Time\" indicates a material acquisition or change-of-control event, though the filing does not provide full merger details in this excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"},{"id":7770,"accession_number":"0001140361-26-025340","item_number":"1.02","item_title":"Termination of Material Definitive Agreements.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses termination of the Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Equity Participation Plan effective at an unspecified \"Effective Time,\" preventing future awards. While Item 1.02 typically covers termination of material definitive agreements (often debt or commercial contracts), this disclosure concerns termination of an equity compensation plan, which is material to shareholders but does not fit cleanly into the standard M\u0026A, covenant breach, or other specific event categories. The reference to \"Effective Time\" suggests a transaction context (possibly a merger or acquisition), but the section provided does not explicitly confirm this, warranting classification as other_material pending fuller context from the Introduction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"},{"id":7771,"accession_number":"0001140361-26-025340","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger transaction in which Kennedy-Wilson Holdings' common stock was converted into $10.90 per share in cash consideration, preferred stock treatment was modified, and all RSUs, PSUs, and bonus units were vested and converted to cash payments. The filing explicitly references the Merger Agreement and Amendment, confirming this is a material acquisition/change of control event that fundamentally altered the company's capital structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"},{"id":7772,"accession_number":"0001140361-26-025340","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Kennedy-Wilson notified NYSE of the completion of a merger and requested suspension of trading of Company Common Stock prior to June 16, 2026 opening. NYSE halted trading and the Company requested NYSE file a Form 25 to effect delisting from NYSE and deregistration under Section 12(b) of the Exchange Act. The Company also intends to file a Form 15 to terminate registration and suspend reporting obligations. This is a material delisting event triggered by merger completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"},{"id":7773,"accession_number":"0001140361-26-025340","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses the material modification of stockholder rights resulting from a merger completion. The prose explicitly states that at the Effective Time, Company Common Stock was converted into merger consideration and stockholders \"ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.\" This is the terminal event of a merger transaction, which is a material acquisition/change of control event. The cross-references to Items 1.02, 2.01, and 5.01 confirm this is part of a completed M\u0026A transaction disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"},{"id":7774,"accession_number":"0001140361-26-025340","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 5.01 discloses a change of control through a merger transaction with a Consortium, involving approximately $1.6 billion in cash consideration to equityholders and $1.3 billion in debt financing. This is a material acquisition/change of control event that would significantly affect investor assessment of the registrant's ownership and strategic direction.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"},{"id":7775,"accession_number":"0001140361-26-025340","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 5.02 discloses the resignation of all board members and the appointment of new directors in connection with the consummation of a Merger (referenced in Items 1.02 and 2.01). While the Item nominally covers director departures and appointments, the substance is a change of control transaction where the entire board was replaced upon merger completion. The reference to \"Effective Time\" and \"Surviving Company\" indicates a completed merger, making this fundamentally an M\u0026A event rather than a routine executive change.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"},{"id":7776,"accession_number":"0001140361-26-025340","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"This Item 5.03 discloses amendments to the certificate of incorporation and bylaws that occurred \"at the Effective Time\" of a merger, with the company's governing documents being replaced by those of the Surviving Company. While the Item itself is administrative in nature, the context references a \"Merger Agreement\" and \"Effective Time,\" indicating this is a byproduct of a material M\u0026A transaction. However, the Item 5.03 text itself focuses narrowly on the mechanical amendment of documents rather than the merger itself, which should be disclosed under Item 2.01. The low confidence reflects ambiguity about whether to classify this as the merger activity (ma_activity) or as a routine administrative amendment; the reference to Item 2.01 suggests the merger is disclosed elsewhere, making this a secondary disclosure of the governance consequences.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"},{"id":7777,"accession_number":"0001140361-26-025340","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the closing of a merger via press release on June 16, 2026. Although disclosed under Item 7.01 (Regulation FD Disclosure) rather than the typical Item 1.01 or 2.01, the substance is a completed material acquisition/merger event. Merger closings are material to investors and directly affect the registrant's capital structure and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-16T12:58:27.008401+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-06-16"}]}