SCHEDULE: Kennedy-Wilson Preferred Stockholders Waive Redemption Notice for Merger

Key investors in Kennedy-Wilson Holdings, Inc. have waived advance notice requirements for the redemption of Series A Preferred Stock, facilitating the company's proposed merger.

Summary

• This Amendment No. 3 to Schedule 13D updates beneficial ownership information for Kennedy-Wilson Holdings, Inc. common stock by Eldridge Industries, LLC, Todd L. Boehly, Security Benefit Life Insurance Company, and Dust Bowl Capital, LLC.
• The reporting persons collectively beneficially own between 7.1% and 8.2% of Kennedy-Wilson's common stock, primarily through convertible Series A Preferred Stock.
• Kennedy-Wilson Holdings, Inc. entered into an Agreement and Plan of Merger on February 16, 2026, with Kona Bidco, LLC and Kona Merger Subsidiary, Inc.
• The company plans to redeem or repurchase all outstanding Series A Preferred Stock immediately prior to the consummation of this merger.
• On February 16, 2026, Dust Bowl Capital, LLC and Security Benefit Life Insurance Company, as holders of all Series A Preferred Stock, entered into a Waiver and Acknowledgment Agreement.
• This agreement waives the 30-60 day advance notice requirement for the redemption of Series A Preferred Stock, allowing Kennedy-Wilson to deliver a conditional redemption notice at any time prior to the merger's closing.
• The redemption date for the Series A Preferred Stock will be the date on which the closing of the merger occurs, effective immediately before the merger's consummation.
• The waiver also clarifies that the merger does not require a separate vote or consent from Series A Preferred Stockholders under specific sections of the Certificate of Designations, though common stock voting rights are retained.
• Todd L. Boehly received additional restricted stock units (RSUs) for his board service: 17,500 shares on February 21, 2024, and 19,100 shares on January 29, 2025, which are subject to vesting over a three-year period.
• On December 31, 2024, Security Benefit Life transferred 260,000 shares of Series A Preferred Stock to Dust Bowl Capital, LLC, an effective tax subsidiary, without changing the overall Section 13(d) beneficial ownership for the reporting group.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as moderately positive, as it indicates progress towards the consummation of a previously announced merger by addressing a procedural requirement, which reduces uncertainty around the transaction.

Positives

• The waiver of the advance notice period for Series A Preferred Stock redemption streamlines the merger process, indicating progress towards closing the transaction.
• The agreement clarifies voting rights for Series A Preferred Stockholders regarding the merger, potentially avoiding procedural delays or complications.
• Todd L. Boehly's continued receipt of RSU awards for his board service suggests ongoing commitment and alignment of his interests with the company's strategic direction.

Risks

• The proposed redemption of Series A Preferred Stock and the merger are conditional upon the satisfaction or waiver of conditions set forth in the Merger Agreement. If these conditions are not met or waived, the merger and redemption may not occur.
• A conditional Redemption Notice for the Series A Preferred Stock will automatically be rescinded if the Merger Agreement is terminated prior to the closing of the Merger.
• Kennedy-Wilson's agreement not to amend the Merger Agreement in a manner that changes the treatment of Series A Preferred Stock without prior written consent of the holders could introduce a point of negotiation if changes are deemed necessary.

Future Outlook

The filing indicates a proposed merger of Kennedy-Wilson Holdings, Inc. with Kona Merger Subsidiary, Inc., which will result in Kennedy-Wilson becoming a wholly-owned subsidiary of Kona Bidco, LLC. The Series A Preferred Stock will be redeemed or repurchased immediately prior to the merger's consummation.

Management Comments

• "The Company hereby acknowledges that pursuant to the terms of the Merger Agreement, and subject to and conditioned upon the satisfaction or waiver of the conditions to the Merger set forth therein, all of the shares of Series A Preferred Stock outstanding immediately prior to the consummation of the Merger will either (x) be redeemed pursuant to Section 7(b) of the Certificate of Designations or (y) otherwise be repurchased pursuant to Section 5 hereof."

Industry Context

StockSavvy.ai notes that the real estate investment sector often sees strategic consolidations and mergers, especially as companies seek to optimize portfolios or gain market share. The proposed merger of Kennedy-Wilson, a prominent real estate investment company, suggests a significant strategic shift, potentially driven by market conditions or a desire for private ownership. The involvement of Eldridge Industries and its affiliates, with their asset management and insurance businesses, highlights the increasing convergence of financial services and real estate investment.

Comparison to Industry Standards

• The waiver of advance notice for preferred stock redemption is a common procedural step in M&A transactions, particularly when the preferred stockholders are aligned with the acquiring entity or the transaction's objectives, as seen in similar private equity-backed takeovers of publicly traded real estate companies.
• The structure of preferred stock redemption prior to merger closing is a standard mechanism to simplify the capital structure for the acquiring entity, comparable to transactions involving companies like Blackstone's acquisition of various REITs where preferred equity is often addressed pre-closing.
• Todd L. Boehly's beneficial ownership and RSU grants are typical for a significant investor and board member, aligning his interests with the company's long-term performance and the success of strategic initiatives like a merger, similar to board compensation structures at other publicly traded real estate firms such as Prologis or Equity Residential.

Corporate Governance

Related Party Transactions

• Security Benefit Life Insurance Company transferred 260,000 shares of Series A Preferred Stock to Dust Bowl Capital, LLC, an effective tax subsidiary of Security Benefit Life. This is an internal transfer within the Eldridge group.
• Todd L. Boehly, as an indirect controlling member of Eldridge and a director of Kennedy-Wilson, receives RSU awards from Kennedy-Wilson for his board service.

Stakeholder Impact

• Shareholders (Common Stock): The merger, facilitated by this waiver, will lead to Kennedy-Wilson becoming a private entity, impacting the liquidity and valuation of common stock.
• Preferred Stockholders (Series A): Their shares will be redeemed or repurchased immediately prior to the merger, providing them with a defined exit.
• Management/Board: Todd L. Boehly's continued RSU grants align his interests with the company's strategic direction, including the merger.

Next Steps

• Kennedy-Wilson Holdings, Inc. to deliver a Redemption Notice for Series A Preferred Stock at any time prior to the consummation of the Merger.
• Consummation of the Merger between Kennedy-Wilson Holdings, Inc. and Kona Merger Subsidiary, Inc.
• Redemption or repurchase of all Series A Preferred Stock immediately prior to the Merger.

Key Dates

Recommendation

The filing primarily details procedural steps for a previously announced merger, specifically the waiver of a notice period for preferred stock redemption. While this indicates progress towards the merger's completion, it does not introduce new fundamental information about the company's operational performance or valuation that would warrant a change in investment stance. Investors should hold pending the finalization of the merger terms and closing.

Keywords

Kennedy-Wilson Holdings, KW, Schedule 13D/A, Merger Agreement, Series A Preferred Stock, Stock Redemption, Eldridge Industries, Todd L. Boehly, Security Benefit Life, Dust Bowl Capital, Corporate Governance, SEC Filing, Real Estate Investment