Amendment to Merger Agreement for Kennedy-Wilson Holdings, Inc.
This filing is an amendment to a Schedule 13D related to Kennedy-Wilson Holdings, Inc. common stock. The amendment concerns an Agreement and Plan of Merger, dated March 15, 2026, between Kennedy-Wilson Holdings, Inc., Kona Bidco, LLC, and Kona Merger Subsidiary, Inc. The merger agreement has been amended to require a supermajority vote for its completion, excluding shares owned by certain major shareholders including William J. McMorrow. As of February 23, 2026, William J. McMorrow and the William J. McMorrow Revocable Trust beneficially own an aggregate of 11,698,621 shares of common stock, representing approximately 8.4% of the outstanding shares. McMorrow has sole voting and dispositive power over 3,199,209 shares he holds directly, and the trust holds 8,400,118 shares over which McMorrow has sole voting and dispositive power. The filing also notes shares held by other trusts and McMorrow's wife, for which beneficial ownership is disclaimed.