Kennedy-Wilson Acquired at $10.90 Cash per Share

Kennedy-Wilson and Fairfax Financial jointly announced that the company has entered into a definitive agreement providing for Kennedy Wilson to be acquired, in an all cash-transaction, by an entity affiliated with a consortium led by William McMorrow, Chairman and CEO of the company, and certain other senior executives of the company, together with Fairfax. Under the terms of the Merger Agreement, the Consortium will acquire all outstanding common shares of Kennedy Wilson other than certain shares owned by the members of the Consortium and their respective affiliates for $10.90 per share in cash. The per share purchase price represents a 46% premium to Kennedy Wilson's unaffected share price as of November 4, 2025, the last trading day prior to a publicly disclosed proposal received by the company after market close on November 4, 2025 from the Consortium to acquire Kennedy Wilson. Each member of the Consortium has entered into a voting and support agreement whereby each has agreed to vote in favor of the Transaction in accordance with the terms and conditions thereof. Concurrent with entering into the Merger Agreement, Fairfax has entered into a commitment letter pursuant to which Fairfax has committed to provide the Consortium with funding up to an aggregate amount of $1.65B, which is the amount necessary to fund the cash purchase price in respect of the Transaction, the redemption of those preferred shares of the Company not owned by the Consortium, and certain other amounts required to be paid under the terms of the Merger Agreement. The Transaction is not subject to a financing condition. Following consummation of the Transaction, the KW Management Group, led by William McMorrow, will have effective and operational control of and will continue to lead and have ultimate responsibility for the Company and its subsidiaries. Fairfax is expected to have a majority of the economic interest in the Company immediately following the closing of the Transaction. The Transaction is expected to close in the second quarter of 2026.