February 17, 2026 — Leads & Copy — Kennedy-Wilson Holdings, Inc. will be acquired by an entity affiliated with a consortium led by William McMorrow, Chairman and CEO of the company, certain other senior executives, and Fairfax Financial Holdings Limited (TSX: FFH and FFH.U). The announcement was made jointly today by Kennedy Wilson and 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 purchase price represents a 46% premium to Kennedy Wilson’s unaffected share price as of Nov. 4, 2025.
Each member of the consortium has entered into a voting and support agreement to vote in favor of the transaction.
Fairfax has committed to provide the consortium with funding up to $1.65 billion, which is the amount necessary to fund the cash purchase price, the redemption of preferred shares 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 the transaction, the KW Management Group, led by William McMorrow, will have effective and operational control of the company. Fairfax is expected to have a majority of the economic interest in the company immediately following the closing.
The Board of Directors of Kennedy Wilson approved the transaction upon the unanimous recommendation of a special committee of independent directors. The special committee was formed on Nov. 4, 2025, in response to the consortium proposal.
The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including the receipt of approval by holders of a majority in voting power of the company’s outstanding capital stock, approval by a majority of the votes cast by holders of Kennedy Wilson equity securities, and any required regulatory approvals.
The Board of Directors of Kennedy Wilson may elect to continue to declare up to two ordinary course quarterly dividends of up to $0.12 per share to the common stockholders until the stockholder approvals are obtained.
Upon closing, Kennedy Wilson’s common shares will cease trading on the New York Stock Exchange (NYSE) and will be deregistered under applicable rules of the Securities and Exchange Commission.
Moelis & Company LLC is serving as financial advisor to the Special Committee, and Cravath, Swaine & Moore LLP is serving as legal advisor. BofA Securities, Inc. and J.P. Morgan Securities LLC are serving as financial advisors to the Consortium, and Debevoise & Plimpton LLP is serving as legal advisor. Allen Overy Shearman Sterling LLP is serving as legal advisor to Fairfax, and Latham & Watkins LLP and Ropes & Gray, LLP are serving as legal advisors to Kennedy Wilson.
Kennedy Wilson is a real estate investment company with $31 billion of assets under management in high growth markets across the United States, the UK and Ireland.
Given the pending transaction, Kennedy Wilson will not host an earnings call related to its financial results for the fourth quarter and full-year ended December 31, 2025, or subsequent quarters while the transaction is pending.
Fairfax is a holding company engaged in property and casualty insurance and reinsurance and associated investment management.
The Company expects to seek, and intends to file with the SEC a proxy statement and other relevant documents in connection with a special meeting of the Company stockholders for purposes of obtaining, stockholder approval of the proposed Transaction.
This press release does not constitute an offer to buy or sell securities, or a solicitation of any vote or approval.
Source: Kennedy Wilson
