{"filing":{"accession_number":"0001193125-26-248565","cik":"0001408100","ticker":"KW","company_name":"Kennedy-Wilson Holdings, Inc.","form":"8-K","filing_date":"2026-05-29","report_date":null,"primary_document":"d147611d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1408100/000119312526248565/d147611d8k.htm"},"events":[{"id":8136,"run_id":7142,"accession_number":"0001193125-26-248565","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Kennedy-Wilson completed a $1.8 billion senior notes issuance by a financing subsidiary to support a pending merger with Kona Bidco/Merger Sub, led by the CEO and including Fairfax Financial Holdings. The notes are held in escrow pending merger consummation, with mandatory redemption if the merger fails by November 16, 2026, representing material acquisition financing.","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-05-29","form":"8-K","submitted_at":null,"items":[{"id":2737,"accession_number":"0001193125-26-248565","item_number":"1.01","item_title":null,"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 by Kennedy-Wilson's subsidiary, structured as a financing vehicle for a pending merger. While Item 1.01 nominally covers the notes issuance, the material event is the financing arrangement supporting the Merger Agreement (dated February 16, 2026, amended March 15, 2026) with Kona Bidco/Merger Sub, led by the CEO and including Fairfax Financial Holdings. The notes are held in escrow pending merger consummation, with mandatory redemption if the merger fails by November 16, 2026. This is a material acquisition/change-of-control financing, not a standalone debt issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:15:14.347613+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2738,"accession_number":"0001193125-26-248565","item_number":"2.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, but the actual substance is incorporated by reference from Item 1.01. Without access to Item 1.01's content, the specific event type cannot be determined with confidence. Item 1.01 typically covers material agreements or acquisitions; if it describes M\u0026A activity, the obligation may be secondary to that transaction. Given the materiality of Item 2.03 disclosures and the cross-reference structure, this is classified as material but the event type remains ambiguous without the referenced content.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:15:14.347613+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2737,"accession_number":"0001193125-26-248565","item_number":"1.01","item_title":null,"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 by Kennedy-Wilson's subsidiary, structured as a financing vehicle for a pending merger. While Item 1.01 nominally covers the notes issuance, the material event is the financing arrangement supporting the Merger Agreement (dated February 16, 2026, amended March 15, 2026) with Kona Bidco/Merger Sub, led by the CEO and including Fairfax Financial Holdings. The notes are held in escrow pending merger consummation, with mandatory redemption if the merger fails by November 16, 2026. This is a material acquisition/change-of-control financing, not a standalone debt issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:15:14.347613+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-05-29"},{"id":2738,"accession_number":"0001193125-26-248565","item_number":"2.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation, but the actual substance is incorporated by reference from Item 1.01. Without access to Item 1.01's content, the specific event type cannot be determined with confidence. Item 1.01 typically covers material agreements or acquisitions; if it describes M\u0026A activity, the obligation may be secondary to that transaction. Given the materiality of Item 2.03 disclosures and the cross-reference structure, this is classified as material but the event type remains ambiguous without the referenced content.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:15:14.347613+00:00","company_name":"Kennedy-Wilson Holdings, Inc.","ticker":"KW","filing_date":"2026-05-29"}]}