Kennedy-Wilson Holdings, Inc. (KW) Business

Item 1.    Business

Company Overview

We are a real estate investment company as well as an investment manager with over $36.4 billion of Real Estate Assets Under Management (“AUM”) in high growth markets across the United States, the United Kingdom and Ireland. With an objective of generating strong long-term risk-adjusted returns for our shareholders and partners and drawing on over three decades of experience in identifying opportunities and building value through various market cycles, we primarily focus on (i) investing in the rental housing sector (both market rate and affordable units) and industrial properties; and (ii) originating, managing and servicing real estate loans (primarily senior construction loans secured by high quality multifamily and student housing properties that are being developed by institutional sponsors throughout the United States). In addition, as further described in this report, we recently expanded our rental housing platform through the acquisition of Toll Brothers' Apartment Living platform and significantly adding to our nationwide development capabilities. We have recently focused on growing our investment management and co-investment platform whereby we invest a minority position (with the potential for carried interest) and earn our pro-rata share of income as well as asset management fees in our role as asset manager. During the year ended December 31, 2025, our investment management platform generated a total of $115.2 million of asset management fees representing a growth of 16% over the same period in 2024.

For the year ended December 31, 2025, our 321 employees managed our $36.4 billion of AUM, which includes a total of 84,834 multifamily units in which we hold an ownership interest in (44,452 multifamily units and 1,965 single family units), finance (30,872 units) and manage (7,545 units). Over the past several years, in line with our focus on the growth of our investments in housing and the continued execution of our capital recycling plan and our recent non-core asset disposition plan, our global investment portfolio has significantly evolved to be weighted heavily in equity and debt investments in the rental housing sector, specifically multifamily, both market rate and affordable, and student housing. The table below details key metrics and information of our global investment portfolio (in total and in each of our segments):

(1)Weighted-average ownership percentages

(2)Includes amounts for properties that are stabilized, under development and unstabilized.

As of December 31, 2025, our global team, managed $36.4 billion of AUM (as noted above) of which $32.5 billion is operating properties and real estate loans (excluding development properties and third party managed assets with no ownership interest) which produced total revenue of $2.0 billion ($713.1 million at KW's share) compared to $27.0 billion of operating properties as of December 31, 2024 with total revenue of $2.0 billion ($739.9 million at KW's share). In addition, as of December 31, 2025, we held interests in 127 real estate loans in our global debt platform, 87% of which have floating interest rates, with an average interest rate of 7.3% per annum, and an unpaid principal balance of $5.1 billion ($205.1 million at KW's share) compared to 118 real estate loans, 81% of which had floating interest rates, with an average interest rates of 8.0% per annum, and an unpaid principal balance of $4.9 billion ($256.1 million at KW's share) during the same period in 2024. During

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the year ended December 31, 2025, the Company also completed a total of $1.9 billion of gross acquisitions and $3.6 billion of loan investments (KW's ownership interest of 20.0% and 2.3%, respectively) and $1.4 billion of gross dispositions and $1.6 billion of loan repayments (KW's ownership interest of 80.5% and 4.8%, respectively).

Investment Approach

The following is our investment approach:

•Identify markets with an attractive investment landscape and the potential for growth

•Establish operating platforms in our target markets

•Develop local intelligence and create and maintain long-lasting relationships, primarily with financial institutions and the brokerage community

•Leverage relationships and local knowledge to drive proprietary investment opportunities with a focus on off-market transactions that we expect will result in above average cash flows and returns over the long term

•Acquire high quality assets, primarily through our investment management platform with strategic partners and funds that we manage

•Reposition assets to enhance cash flows post-acquisition

•Explore development opportunities or acquire development assets that fit within our overall investment strategy

•Continuously evaluate and selectively harvest asset and entity value through strategic realizations using both the public and private markets

In order to help the user of the financial statements understand our company, we have included certain five-year selected financial data. The table below highlights some of the Company's key metrics over the past five years:

(1) Please refer to "Certain Non-GAAP Measures and Reconciliations" for a reconciliation of certain non-GAAP items to U.S. GAAP.

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The table below highlights some of the Company's balance sheet metrics over the past five years:

The following table shows the historical U.S. federal income tax treatment of the Company’s common stock dividend for the years ended December 31, 2025 through 2021:

Proposed Take-Private

On February 16, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kona Bidco, LLC, a Delaware limited liability company (“Parent”), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, collectively, the “Proposed Transactions”), and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation and a subsidiary of Parent (“Surviving Company”). The Proposed Transaction would result in a take-private pursuant to which, as further detailed below, certain affiliates of Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada (“Fairfax”), and certain stockholders of the Company (collectively, the “Rollover Stockholders”) will own 100% of the equity interests of the Company and the Company would no longer be publicly traded.

Please see below in “Part II - Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operation - Proposed Take-Private” for more details on the Proposed Transaction.

Business Segments

Our operations are defined by two primary business segments: our consolidated investment portfolio (the "Consolidated Portfolio") and our co-investment portfolio (the "Co-Investment Portfolio"). In addition to our two primary business segments, we have among other things, corporate overhead and unsecured corporate debt and preferred stock that is not allocated to either of our segments.

Consolidated Portfolio

Our Consolidated Portfolio consists of the investments in real estate and real estate-related assets that we have made and consolidate on our balance sheet, primarily multifamily communities. We typically wholly-own these assets, which have longer hold periods and accretive asset management opportunities.

The non-GAAP table below represents a summarized balance sheet of our Consolidated Portfolio, which is held at historical depreciated cost as of December 31, 2025 and 2024. This table does not include amounts such as corporate cash and the KWI Notes.

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(1)Excludes $77.1 million and $100.1 million as of December 31, 2025 and 2024, respectively, of corporate non-property level cash.

Co-Investment Portfolio

In addition to investing our shareholder's capital, we invest capital on behalf of our partners in real estate and real estate-related assets, primarily construction loans, through our Co-Investment Portfolio. We invest alongside our partners and typically have a 5% to 50% ownership interest in the assets in our Co-Investment Portfolio and through our ownership positions, we have the potential to earn carried interest as further discussed below. As of December 31, 2025, we have a weighted average ownership of 37% in our Co-Investment Portfolio. We also earn fees for managing our fee-bearing capital (total third-party committed or invested capital that we manage in our joint ventures and commingled funds), including, without limitation, asset management fees, construction management fees, acquisition and disposition fees and origination fees.

The non-GAAP table below represents the carrying value of our Co-Investment Portfolio balance sheet which is primarily at fair value (approximately 87% and 92%, respectively), at our share of the underlying investments as of December 31, 2025 and 2024. The Co-Investment Portfolio consists of our unconsolidated investments as well as our loan purchases and originations.

As of December 31, 2025, our fee-bearing capital was $11.0 billion and we recognized $115.2 million in base investment management fees and had $18.9 million in net accrued carried interests receivable (allocated amounts to us on co-investments we managed based on the cumulative performance of the underlying investment), which included a non-cash write down of $1.8 million of carried interests during the year ended December 31, 2025.

Co-Investment Portfolio Investment Platforms

We have a number of platforms through which we invest in alongside our partners and manage in our Co-Investment Portfolio. For each specific investment opportunity, we evaluate various investment parameters, primarily the asset type, risk return profiles and other parameters against the defined investment parameters of the applicable platforms.

Separate accounts/Joint ventures:

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We have several high-quality institutional equity partners that we invest alongside with and for whom we act as the general partner and receive investment management fees. Our separate account platforms have defined investment parameters such as asset types, leverage and return profiles and expected hold periods. As of December 31, 2025, our weighted average ownership interest in the various joint ventures that we manage was 38%.

Commingled funds:

We currently have four closed-end funds that we manage and through which we receive investment management fees and potentially carried interests. We focus on sourcing investors in the U.S., Europe, Japan and Middle East and target investments in the U.S. and Europe with respect to our commingled funds. Each of our funds have, among other things, defined investment guidelines, investment hold periods and target returns. Currently our U.S.-based funds focus on value-add properties in the U.S. that have an expected hold period of 5 to 7 years. Our European fund focuses on value-add commercial properties in the United Kingdom, Ireland and Spain that also have expected hold periods of 5 to 7 years. As of December 31, 2025, our weighted average ownership interest in the commingled funds that we manage was 13%.

Vintage Housing Holdings ("VHH"):

Through our VHH partnership, we acquire and develop income and age restricted properties. See a detailed discussion of this business in the Multifamily section below.

Investment Product Types

The following are the product types we invest in both through our Consolidated Portfolio and Co-Investment Portfolio segments.

Rental Housing

We pursue multifamily acquisition opportunities where we can unlock value through a myriad of strategies, including institutional management, asset rehabilitation, repositioning and recapitalization. We focus primarily on apartments in supply-constrained, infill markets.

As of December 31, 2025, our global rental housing portfolio consisted of 44,452 units and 1,965 single family housing units.

(1) Includes 3,805 units that are under development or undergoing lease up.

Our largest Western United States multifamily regions are the Mountain West region (which includes our investments in Idaho, Utah, Nevada, Arizona and New Mexico) and the Pacific Northwest (primarily the state of Washington). The remainder of the Western United States portfolio is located in Northern and Southern California. In Europe, we focus on Ireland, particularly Dublin city center and its immediately surrounding suburbs.

Our asset management strategy entails installing strong property management teams to drive leasing activity and upkeep of the properties. We also seek to add amenities designed to promote health and wellness, celebrate local and cultural events and enhance the lives of residents living in our communities. We also incorporate spaces for rest and socialization across our global multifamily portfolio, including clubhouses, fitness centers, business suites, outdoor play areas, pools and dog parks.

In addition to traditional multifamily units, during the fourth quarter 2024 we launched a new UK single-family rental housing joint-venture with the Canada Pension Plan Investment Board ("CPPIB"), targeting £1 billion in real estate. Under this arrangement, CPPIB will own 90% of the ownership interests, initially committing £500 million in equity and we will own 10% of the ownership interests initially committing £56 million in equity. This joint venture will look to acquire single-family rental properties throughout the UK, targeting areas with strong and growing local economies. As of December 31, 2025 this joint venture has acquired ownership interest in 22 sites which consists of 1,965 single family rental units.

Multifamily - Development

We expanded our national rental housing platform through the acquisition of Toll Brothers, Inc.’s ("Toll") apartment development platform, adding over $5 billion in assets under management and significantly strengthening our development and management capabilities. The transaction included the acquisition of certain joint venture investments in 18 apartment and student housing properties (KW's weighted average interest in such ventures is 11%) with $1.9 billion in AUM, asset management of 21 additional properties that continue to be owned by Toll totaling $3.4 billion, and the acquisition of 24

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acquisition purchase agreements for certain land positions development pipeline with potential capitalization of $2.9 billion. As part of the acquisition, the Company extended employment offers to Toll employees that have been identified as part of Toll's apartment development platform. These employees, including the executive leadership that led Toll's apartment development platform, joined the Company in December 2025, and help provide immediate, fully integrated expertise across acquisition, development, construction management, and asset oversight. The acquisition involved staggered closings, starting in December 2025 with the final closing occurring in January 2026.

Multifamily - Affordable Housing

Through our VHH platform we focus on affordable units based on income and in some cases age restrictions. With homes reserved for residents that make 50% to 60% of the area’s median income, VHH provides an affordable long-term solution for qualifying working families and active senior citizens, coupled with modern amenities that are a hallmark of our traditional multifamily portfolio. Fundamental to VHH’s success is a shared commitment to delivering quality affordable homes and building communities that enrich residents’ lives, including providing programs such as social support groups, after-school programs, transportation assistance, computer training, and wellness classes.

As of December 31, 2025, we hold an approximate 50% interest in VHH which acts as the general partner ("GP interest") (developer/asset manager) of 61 affordable housing projects totaling 13,195 units (49 investments held with a tax credit limited partner ("tax credit LP") and 12 investments held fee simple which does not have any outside tax credit LPs). The VHH portfolio includes 13,195 units (11,240 operating units and 1,955 units that are under development or lease up), as of December 31, 2025. When we acquired our interest in VHH in 2015, the portfolio consisted of a total of 5,485 units. All of the VHH platform's units are included in our multifamily unit count discussed throughout this report.

With respect to the assets that are held with tax credit LPs, VHH generally sells 99.9% of the legal ownership interest in the applicable asset to the tax credit LPs, in exchange for cash that is used to build and/or rehabilitate the property. Although legal ownership interests in these assets are sold to the tax credit LPs, VHH continues to receive a majority of the cash flow generated from these assets through deferred developer fees and other fee arrangements and profit splits agreed to between VHH and the tax credit LPs (a commonly used structure by peer companies with similar businesses). This structure results in VHH maintaining on average 75% of the economic ownership interests in the assets across the portfolio.

Our VHH platform also has a development component where we find suitable sites and develop properties from the ground up and then lease up the property upon the completion of construction. VHH is paid developer fees for its work as development manager and receive a conversion fee when the property is placed into operation.

Further, on properties where tax credits are sold, VHH typically utilizes tax-exempt bond financing to help finance its partnership investments. Typical financing includes a bridge to permanent financing solution, where a floating rate option is utilized during the construction and lease-up period and a permanent loan with a fixed rate locked at the time of closing becomes effective upon conversion/stabilization. The typical term for these loan facilities is 17 years.

During the year ended December 31, 2025, we received $24.7 million of proceeds from VHH, including $11.5 million from recurring monthly distributions and $13.1 million from paid developer fees at conversion.

We acquired our ownership interest in VHH in 2015 for approximately $80.0 million. As of December 31, 2025, we have contributed an additional $200.2 million into VHH and have received $409.1 million in cash distributions. VHH is an unconsolidated investment that we account for using the fair value option which had a carrying value of $388.7 million as of December 31, 2025. Since we acquired our ownership interests in VHH, we have recorded $413.9 million worth of fair value gains on our investment in VHH, including $57.5 million ($30.0 million in fourth quarter) during the year ended December 31, 2025.

The fair value of the real estate investments held through VHH is determined through a discounted cash flow analysis on a partnership-by-partnership basis. This methodology assumes ordinary distributions during the ownership period and the future sale of the underlying properties after the tax credit period has expired. Our methodology of estimating the fair value of such real estate investments assumes certain market inputs, including average capitalization rates at sale between 6.15% - 6.50% and discount rates ranging from 16.25% - 18.25%.

•With respect to investments held by VHH with tax credit LPs, the discounted cash flow analysis also factors in the distinct economic splits between VHH and its tax credit LPs. We also record an estimated fair value on our GP interests with respect to VHH ownership structures with tax credit LPs by taking the fair value of the underlying real estate utilizing the method described above and then factoring in (i) cashflow after debt service and then, (ii) discounting the net cashflow utilizing a levered discount rate that ranges between 16.25% to 18.25% (the "levered discount rates").

•With respect to investments held by VHH fee simple (without tax credit LPs), we also fair value the underlying secured loans on each of the properties, as described further below under “Fair Value Investments”.

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In addition to completed projects, VHH holds certain investments that they are currently being developed as described above. With respect to such investments VHH is paid developer fees for its work as development manager. Prior to the completion of the development, we estimate the fair value of these investments by applying the levered discount rate described above to the cashflow associated with the paid developer fees. Once complete, the property will be held by VHH with tax credit LPs and we will calculate and record the fair value of such investments utilizing the discounted cash flow methodology described in the previous paragraph.

Real Estate Debt Credit

We have a global credit platform that, as of December 31, 2025, with $10.9 billion invested or committed to future fundings. Our global credit platform, which includes institutional partners across insurance and sovereign wealth funds, invests across the entire real estate credit capital structure in the United States, United Kingdom and Europe and primarily targets loans secured by high-quality real estate located in such jurisdictions. In addition to interest income (which includes origination, exit and extension fees), in our role as asset manager, we earn customary fees for managing the platform. Currently, our global credit investment platform investments have been made without the use of any leverage and are invested through our Co-Investment Portfolio.

In the United States, we primarily focus on originating real estate construction loans that consist of variable rate senior loans secured by high-quality, institutional commercial real estate, primarily multifamily and student housing properties, located across the U.S. capitalized by experienced, well-capitalized real estate owners and operators ("the "Construction Loan Portfolio"). Our construction loan originations typically finance 50% to 65% of the cost to construct the underlying properties, with loan fundings typically occurring after sponsor capital has been invested. The terms are generally three years with short-term, performance-based extension options. Interest typically accrues into principal balance during the construction period, with principal and interest being paid at maturity. In addition to our Construction Loan Portfolio, we have originated and purchased bridge loans that consist of predominantly variable rate loans, with terms that are generally three-years with one or two 12-month extension options (the "Bridge Loan Portfolio"). Our bridge loans are secured by multifamily, office, retail and hotel assets in the Western United States or United Kingdom. We also invest in certain mezzanine loans that are fixed rate and tend to have maturities of 5 to 10 years and are secured by multifamily or office properties in the Western United States.

As of December 31, 2025, we held interests in 127 loans in our global debt platform, 87% of which have floating interest rates with an average interest rate of 7.3% per annum and an unpaid principal balance ("UPB") of $5.1 billion (of which our share was a UPB of $205.1 million). Some of our loans contain additional funding commitments that will increase our loan balances if they are utilized. As of December 31, 2025, our loans had unfulfilled capital commitments totaling $5.8 billion (our share of which was $146.6 million).

We have stopped and may stop accruing for interest income if certain loans become non-performing and account for loans on a cash basis. In the event of a borrower defaulting on its obligations under any loan agreement, we will explore all of our remedies including, without limitation, pursuing a foreclosure action or deed in lieu of foreclosure to take control of the underlying collateral securing the loans, although there is no guarantee or assurance that we will be able to do so successfully. As of December 31, 2025, we had six loans (all of which are within our bridge loan portfolio) out of the 127 total loans in our global debt platform with a $25.8 million carrying value at our share and net of any loan reserves that are not paying interest current on a contractual basis. Per the terms of the applicable loan agreements, however, we have implemented a full cash sweep of any cash flow that is generated from the collateral and are working on exercising our available remedies, which may include taking control of the underlying collateral. We are no longer accruing interest under these loans and accounting for them on a cash basis going forward.

Commercial

Our industrial portfolio consists of approximately 12.6 million rentable square feet of distribution centers located primarily in the United Kingdom, Ireland and the Mountain West, Northern California, Washington and Southeastern regions of the United States. All of the assets in our industrial portfolio are in our Co-Investment Portfolio and we have a weighted average ownership interest of 18% in such assets.

Our office portfolio consists of approximately 9.3 million rentable square feet of office properties located primarily in the United Kingdom, Ireland and the Western United States. Of the 9.3 million rentable square feet in our office portfolio, approximately 3.6 million rentable square feet (2.2 million rentable square feet of which is from assets located in the United Kingdom and Ireland) is in our Consolidated Portfolio and the remaining 5.7 million rentable square feet is in our Co-Investment Portfolio (which we have a weighted ownership interest of 29%). Office assets in our Consolidated Portfolio are typically large high-quality properties with high replacement costs. Office assets in our Co-Investment Portfolio range from suburban office buildings to office buildings located in central business districts of major cities. Some of our offices consist of flex space for medical lab work or light industrial use and many of our offices focus on tenants in the tech sector.

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Our retail portfolio consists of approximately 2.5 million square feet of primarily suburban shopping centers located in the United Kingdom as well as Dublin and Western United States.

Residential, Hotel and Other

In certain cases, we may pursue for-sale housing acquisition opportunities, including land for entitlements, finished lots, urban infill housing sites and partially finished and finished housing projects. On certain income-producing acquisitions, there are adjacent land parcels for which we may pursue entitlement activities or, in some cases, development or redevelopment opportunities.

As of December 31, 2025, we held 36 investments primarily comprised of 1,069 acres of land located in Hawaii and the Western United States and are primarily invested through our Co-Investment Portfolio. These investments are in various stages of completion, ranging from securing the proper entitlements on land positions to sales of units/lots. As of December 31, 2025, these investments had a Gross Asset Value of $388.2 million, and includes our investment in Kohanaiki a private club and residential community located in Kona, Hawaii. We have $122.0 million equity value in Kohanaiki which represents a 55% ownership interest. In addition to our ownership interest, we manage the Kohanaiki asset and develop residential lots and homes for sale.

We also hold ownership interests in the five-star, Rosewood flagged Kona Village Resort that consists of 150 rooms in Kona, Hawaii and which sits in our Co-Investment Portfolio. After we fully redeveloped the project over seven years, we fully opened the Kona Village Resort in July 2023. We have $118.7 million equity value which represents an ownership interest of 35% in the Kona Village Resort.

We have a minority ownership interest in Zonda, a technology based real estate business that offers residential construction data providing insights and solutions for leaders in the home building industry. We account for our ownership interest at fair value and it is included within our unconsolidated investments and the investment is currently being marketed for sale. During the year ended December 31, 2025, we recognized $39.2 million ($34.0 million in fourth quarter 2025) of fair value gains.

This group also includes our investment in liquid non-real estate investments which include investment funds that hold marketable securities and private equity investments.

Development and Redevelopment

We have development, redevelopment and entitlement projects that are underway or in the planning stages. Unlike the residential projects that are held for sale and described in the Residential, Hotel and Other section above, these initiatives may ultimately result in income-producing assets. As of December 31, 2025, we are actively developing 420 multifamily units. If these projects are brought to completion, the Company’s estimated share of the total capitalization of these projects would be approximately $61.0 million (approximately 74% of which has already been funded), which we expect would be funded through our existing equity, third-party equity, project sales, tax credit financing and secured debt financing.  This represents total capital over the life of the projects and is not a representation of peak capital and does not take into account any distributions over the course of the investment. We and our equity partners are under no obligation to complete these projects and may dispose of any such assets after adding value through the entitlement process. Please also see the section titled “Liquidity and Capital Resources - Development and redevelopment” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report for additional detail on these investments.

Fair Value Accounting

The Company accounts for a number of unconsolidated investments under fair value accounting. The accuracy of estimating fair value cannot be determined with precision and cannot be substantiated by comparison to quoted prices in active markets and may not be realized in a current sale or immediate settlement of the asset or liability. In recent years, there has also been a lack of liquidity in the capital markets as well as limited transactions which has had impact on the inputs associated with fair values. Additionally, there are inherent uncertainties in any fair value measurement technique, and changes in the underlying assumptions used, including market-derived estimated capitalization rates, discount rates, liquidity risks, and estimates of future cash flows could significantly affect the fair value measurement amounts. All valuations of real estate involve subjective judgments.

Ongoing macroeconomic conditions, such as, but not limited to, elevated levels of inflation and interest rates, banks' ability and willingness to lend, adverse developments affecting financial institutions and other geopolitical issues, including large-scale conflicts and warfare, and government responses to the same, continue to adversely impact the global economy and create volatility in the financial markets. Any prolonged downturn in the financial markets or a recession or continued volatility in the financial markets, either globally or locally in the United States or in other countries in which we conduct business, could

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impact the fair value of investments held by the Company. As a result of the rapid development, fluidity and uncertainty surrounding these situations, the Company expects that information with respect to fair value measurement may change, potentially significantly, going forward and may not be indicative of the actual impact on our business, operations, cash flows and financial condition for the year ended December 31, 2025 and future periods.

As of December 31, 2025, $1.8 billion, or 87%, of our investments in unconsolidated investments (27% of total assets) were held at estimated fair value. As of December 31, 2025, there were cumulative fair value gains of $373.1 million which comprises 21% of the $1.8 billion carrying value of fair value unconsolidated investments that are currently held. Our investment in VHH is our largest unconsolidated investment held at estimated fair value and was held at $388.7 million and $333.9 million as of December 31, 2025 and 2024, respectively. Fair value changes consist of changes in the underlying value of properties and associated mortgage debt as well as foreign currency fluctuations (net of any hedges) for non-dollar denominated investments. During the year ended December 31, 2025, we recognized $83.9 million and $1.8 million, respectively, of net fair value gains and write downs of carried interests on Co-Investment portfolio investments. During the year ended December 31, 2024, we recognized $6.3 million and $49.7 million, respectively, of net fair value losses and write downs of carried interests on Co-Investment portfolio investments.

In determining estimated fair market values, the Company utilizes two approaches to value real estate, a discounted cash flow analysis and direct capitalization approach.

Discounted cash flow models estimate future cash flows from a buyer's perspective (including terminal values) and compute a present value using a market discount rate. The holding period in the analysis is typically ten years. This is consistent with how market participants often estimate values in connection with buying real estate but these holding periods can be shorter depending on the life of the structure an investment is held within. The cash flows include a projection of the net sales proceeds at the end of the holding period, computed using a market reversionary capitalization rate.

Under the direct capitalization approach, the Company applies a market derived estimated capitalization rate to current and future income streams with appropriate adjustments for tenant vacancies or rent-free periods. These estimated capitalization rates and future income streams are derived from comparable property and leasing transactions and are considered to be key inputs in the valuation.

Other factors that we take into account under both approaches may include transaction structuring efficiencies, tenancy details, planning, building and environmental factors that might affect the property.

The Company also utilizes valuations from independent real estate appraisal firms on some of its investments ("appraised valuations"), with certain investment structures periodically (typically annually) requiring appraised valuations. All appraised valuations are reviewed and approved by the Company.

The Company has an investment in a Zonda, a technology based real estate business that offers residential construction data that is accounted for at fair value which is valued at the Company's share of the business using a multiple on trailing twelve months EBITDA.

The methodology to determine the value of the Company’s investment in VHH is described above under "Multifamily-Affordable Housing."

The table below describes the range of inputs used as of December 31, 2025 for real estate assets:

In valuing indebtedness, the Company considers significant inputs to be the term of the debt, value of collateral, market loan-to-value ratios, market interest rates and spreads, and credit quality of investment entities. The credit spreads used

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by the Company to value floating rate indebtedness range from 1.60% to 3.80%, while the market rates used to value fixed rate indebtedness range from 4.10% to 9.30%.

There is no active secondary market for our development projects and no readily available market value given the uncertainty of the amount and timing of future cash flows. Accordingly, our determination of fair value of our development projects requires judgment and extensive use of estimates. Therefore, we typically use investment cost as the estimated fair value until future cash flows become more predictable. Additionally, the fair value of our development projects may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. If we were required to liquidate an investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized or incurred on these investments to be different than the unrealized gains or losses reflected in the currently assigned valuations.

Value Creation

Our differentiated and unique approach to investing is the cornerstone of how we create value for our shareholders. Our investment philosophy is based on three core fundamentals:

•Leverage our global footprint and complementary investment and investment management businesses to identify attractive investment markets across the world.

•Selectively invest in opportunities across many real estate product types with a goal of maximizing cash flow and risk-adjusted return on capital.

•Actively manage assets and finance our assets in a manner designed to generate stable, predictable and growing cash flows for shareholders and clients.

Kennedy Wilson is able to create value for its shareholders in the following ways:

•We are able to identify and acquire attractive real estate assets across many markets, in part due to the significant proprietary deal flow driven from an established global network of industry relationships, particularly with financial institutions. This can create value by allowing us to maintain and develop a large pipeline of attractive opportunities.

•Our operating expertise allows us to focus on opportunistic investments where we believe we can increase the value of assets and cash flows and include transactions with distressed real estate owners or lenders seeking liquidity, or purchases of under-managed or under-leased assets, and repositioning opportunities.

•We have been able to create place-making areas in our investment locations where we are able to make multiple investments in a particular city either through direct investments or development initiatives that further drives interest in the area.

•Many times, these investments are acquired at a discount to replacement cost or recent comparative sales, thereby offering opportunities to achieve above average total returns. In many cases, this may lead to significant additional returns, such as carried interests (where we have partners), based on the performance of the assets.

•Our long-lasting and deep relationships with financial institutions allow us to refinance loans (generally after we implement our value-add initiatives) to reduce interest rates and/or increase borrowings due to property appreciation and thereby obtain cash flow to use for new investments.

•We have been able to attract third party capital due to our ability to generate above-market returns for our partners, diversity of geographic markets and investment product types as well as our flexibility in structuring deals through funds, separate accounts and equity partner arrangements.

•We understand that real estate is cyclical. Our management team employs a multi-cyclical approach that has resulted in our AUM being globally diversified across many sectors of real estate while maintaining a healthy liquidity position and adequate access to capital.

Competitive Strengths

We have a unique platform from which to execute our investment and investment management strategy. The combination of an investment and investment management platform provides several competitive strengths when compared to other real estate buyers and asset managers operating stand-alone or investment-focused firms and may allow us to generate superior risk-adjusted returns. Our investment strategy focuses on investments that offer significant appreciation potential through intensive asset management, leasing, repositioning, redevelopment and the opportunistic use of capital. We differentiate ourselves from other firms in the industry with our full service, investment-oriented structure.

Our competitive strengths include:

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•Transaction experience: Our senior management team has an average of over 28 years of real estate experience and has been working and investing together on average for almost 18 years. Members of the senior management team have collectively acquired, developed and managed in excess of $30 billion of real estate investments in the United States, the United Kingdom, Ireland, Spain, Italy and Japan throughout various economic cycles, both at our Company and throughout their careers.

•Extensive relationship and sourcing network: We leverage our relationships in order to source attractive on and off-market deals. In addition, the senior management team and our acquisition team have transacted deals in nearly every major metropolitan market on the West Coast of the United States, as well as in the United Kingdom, Ireland, Spain, Italy and Japan. Their local presence and reputation in these markets have enabled them to cultivate key relationships with major holders of property inventory, in particular financial institutions, throughout the real estate community.

•Structuring expertise and speed of execution: Prior acquisitions completed by us have taken a variety of forms, including direct property investments, joint ventures, exchanges involving stock or operating partnership units, participating loans and investments in performing and non-performing mortgages at various capital stack positions with the objective of long-term ownership. We believe we have developed a reputation of being able to quickly execute, as well as originate and creatively structure acquisitions, dispositions and financing transactions.

•Strategic partnerships: Through our relationships and transaction experience we have been able to establish various strategic partnerships with a variety of different companies and institutions in which we are highly collaborative and aligned with our partners in the deals. Coupled with our ability to structure acquisitions in a variety of ways that fit the needs of our strategic partners, we have been able to access various forms of capital due to our experience and versatility.

•Vertically integrated platform for operational enhancement: We have 321 employees in 19 offices throughout the United States, the United Kingdom, Ireland and Japan. We have a hands-on approach to real estate investing and possess the local expertise in property and asset management, leasing, construction management, development and investment sales, which we believe enable us to invest successfully in selected submarkets.

•Calculated risk taking: We underwrite our investments based upon a thorough examination of property economics and a critical understanding of market dynamics and risk management strategies. We conduct an in-depth sensitivity analysis on each of our acquisitions. This analysis applies various economic scenarios that include changes to rental rates, absorption periods, operating expenses, interest rates, exit values and holding periods. We use this analysis to develop our disciplined acquisition strategies.

•Management's alignment with shareholders: As of December 31, 2025, our directors and executive officers and their respective affiliates owned an aggregate of approximately 14% of the outstanding shares of our common stock. Due to our management team's ownership interest in the Company its interests are in alignment with common shareholders of the Company and gives us an owner's mentality on the investments we own and manage.

The real estate business is cyclical. Real estate cycles are generally impacted by many factors, including availability of equity and debt capital, borrowing cost, rent levels, and asset values. Our strategy has resulted in a strong track record of creating both asset and entity value for the benefit of our shareholders and partners over these various real estate cycles.

Industry Overview

Key Investment Markets

Western United States

The U.S. multifamily sector remained fundamentally healthy in 2025. Elevated mortgage rates and persistent affordability challenges continued to limit homeownership, sustaining strong demand for rental housing. Although deliveries remained elevated in select markets due to projects initiated during the prior development cycle, absorption proved resilient. The national housing shortage—estimated at more than 3 million units—continues to underpin long‑term demand. With multifamily construction starts having declined sharply over the past two years, new supply is expected to moderate meaningfully in the near to medium term, supporting stable occupancy and rent trends.

The industrial sector continued to normalize following the rapid expansion seen from 2020 to 2023. After elevated deliveries in 2024, new supply began to taper in 2025 as development pipelines contracted in response to tighter capital markets. Market rents remained generally stable, with modest fluctuations driven by regional supply dynamics.

The lending environment in 2025 showed gradual improvement but remained selective. Banks and FDIC‑insured institutions continued to tighten underwriting standards, resulting in constrained credit availability for development and

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transitional assets. Construction lending activity remained below historical levels, though certain capital sources, including private lenders and insurance companies, increased their presence in the market as borrowers sought non‑bank financing alternatives.

The office sector faced ongoing headwinds as hybrid work patterns persisted. Tenant preferences continued to favor high‑quality, well‑located assets, contributing to a widening bifurcation between Class A properties and older, less‑competitive buildings. Corporate real estate decision‑making has shown early signs of stabilization, with several markets experiencing increased touring activity and incremental leasing demand for premium office assets.

Hawaii

Hawaii’s real estate market remained stable in 2025, supported by continued strength in tourism. Visitor arrivals were consistent with 2024 levels, while total visitor spending increased modestly, driven by higher per‑visitor expenditures. The median price of single‑family homes remained elevated, reflecting persistent supply constraints and sustained demand from both local and out‑of‑state buyers. Despite broader macroeconomic uncertainty, Hawaii’s unique demand drivers and limited new inventory continued to support market fundamentals across residential and hospitality properties.

Ireland

Ireland’s economy continued to perform well in 2025, supported by strong domestic consumption and sustained foreign direct investment. Modified domestic demand, a key indicator of underlying economic activity, remained robust, contributing to healthy labor market conditions and continued population growth. Although higher construction costs and financing challenges persisted, the Irish residential market remained undersupplied, supporting sustained demand for rental housing and keeping vacancy levels low across major urban markets.

Ireland’s commercial real estate sector saw an improvement in investment momentum in 2025. Office leasing activity in Dublin demonstrated signs of stabilization, driven by technology, life sciences, and financial services tenants seeking well-located, modern space. Demand for industrial and logistics assets remained solid, supported by e‑commerce activity and ongoing supply chain modernization efforts. While lending conditions remained selective, the availability of capital gradually improved, with non-bank lenders continuing to play a meaningful role in financing new acquisitions and developments.

United Kingdom

The United Kingdom experienced a measured economic recovery in 2025 following a period of softer growth and higher inflation. As inflation continued to decline, the Bank of England began easing monetary policy, contributing to improved financing conditions for households and businesses. These trends helped stabilize investment sentiment across the UK real estate market, although performance continued to vary by asset type and location.

The UK residential sector showed early signs of recovery in 2025, supported by falling mortgage rates and strengthened buyer confidence. Rental housing demand remained elevated due to long‑term structural undersupply and persistent affordability constraints, particularly in major urban centers. The industrial and logistics sector continued to outperform, with leasing demand driven by third‑party logistics, manufacturing modernization, and resilient e‑commerce activity.

The UK office sector remained bifurcated, with continued preference for high-quality, amenity-rich buildings in central locations. Hybrid work patterns persisted, placing pressure on older, less efficient assets while supporting demand for modern, sustainable workplace environments. Transaction activity increased modestly in 2025 as improved debt availability and more stable pricing expectations led to greater alignment between buyers and sellers.

Environmental, Social and Governance (ESG)

Kennedy Wilson’s approach to ESG aligns with its business strategy to maximize the inherent value of our assets and by striving to deliver long-term value across our portfolio and to our key stakeholders. We aim to integrate ESG factors into key business processes, underpinned by a measure, manage, and monitor approach framed by four pillars most relevant to our business: Optimizing Resources, Creating Great Places, Building Communities and Operating Responsibly.

The ESG Committee of the Board of Directors (the "committee") oversees the Company’s ESG program, including opportunities and risk management strategies. The committee's main areas of focus include:

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•Overseeing and reviewing the Company’s ESG strategies, initiatives, and policies, including the Company’s ESG-related reporting and disclosures.

•In conjunction with the Compensation Committee, overseeing and reviewing the Company’s culture and human capital management strategy, initiatives, and policies

•In conjunction with the Audit Committee, overseeing risk management and oversight programs and performance-related material to ESG matters affecting Kennedy Wilson.

•Compliance with all federal, state and local ESG-related mandates, including those related to climate risk and building performance.

The committee is also responsible for overseeing Kennedy Wilson’s management-level Global ESG Committee. That Global ESG Committee, manages the Company’s ESG responsibilities and commitments and is responsible for formulating and implementing procedures and priorities to deliver the Company’s ESG strategy.

The Global ESG Committee focuses on the following: monitoring compliance with existing and future material ESG-related laws and regulations applicable to the Company and its investments that would have a material impact on business operations; setting appropriate global ESG priorities with the aim to align across target markets; monitoring delivery progress; and supporting ESG communication to investors and other stakeholders.

Human Capital Management

Company Overview and Values

We operate as a teamwork-oriented, and nimble organization. We promote an entrepreneurial culture, and at our core, we are powered by a team of focused, high-performance people who thrive on excellence in the workplace and a shared desire to make an impact. We strive to maintain a corporate culture, that allows for better representation of different viewpoints, perspective and can bring fresh ideas to all levels of the Company.

Training and Development

Kennedy Wilson would not exist without our most important asset: our people. We strive to maintain a culture that fosters collaboration and innovation, and we take great pride in building and maintaining a driven, results-oriented workforce. Our talent development program includes access to formal and informal mentorships, tuition reimbursement, where we are supporting employees who are seeking advanced certificates in areas of specialty that pertain to their role at Kennedy Wilson, and "Lunch and Learn" sessions. These alongside our regular global senior management calls continue to develop our managers to become more effective leaders. A dynamic internship and internal transfer program also helps promote personal development and improves leadership skills across all departments.

Through our annual summer internship program, we continue to build a diverse pipeline of talented individuals in the real estate industry with the intention to introduce our business to those who may not have considered a career in real estate. Through our own efforts, and through partnerships with organizations, our aim continues to be training and developing the next group of leaders.

Competition

We compete with a range of global, national and local real estate firms, individual investors and other corporations, both private and public. In our real estate credit debt business we compete with banks and life insurance companies. Our investment business competes with real estate investment partnerships, real estate investments trusts, private equity firms and other investment companies and regional investors and developers. We believe that our relationships with the sellers and our ability to close an investment transaction in a short time period at competitive pricing provides us a competitive advantage.

Foreign Currency

Approximately 42% of our investment account is invested through our foreign platforms in their local currencies. Investment level debt is generally incurred in local currencies and we consider our equity investment as the appropriate exposure to evaluate for balance sheet hedging purposes. We typically do not hedge foreign exchange rates for future operations or cash flows of operations, which may have a significant impact on the results of our operations. In order to manage the effect of fluctuations in foreign exchange rates, we generally hedge our book equity exposure to foreign currencies through currency forward contracts and options.

We wholly-own Kennedy Wilson Europe Real Estate Limited ("KWE"), which is domiciled in the United Kingdom and has GBP as its functional currency. KWE has investments in assets that have functional currencies of GBP and euros. Kennedy-Wilson Holdings, Inc. does not have a direct interest in the euro-denominated investments but has indirect ownership

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through its interest in KWE. We cannot directly hedge the foreign currency movements in these euro-denominated assets but we do hedge foreign currency movements in euro assets at the KWE level through GBP/EUR hedging instruments. We then are able to hedge the USD/GBP foreign currency exposure through our direct interest in KWE.

Within KWE we have historically utilized two types of contracts to hedge our GBP/EUR exposure: foreign forward and option currency contracts and the KWE Euro Medium Term Notes ("KWE Notes") until they were fully repaid in October 2025. The KWE Notes were issued in euros and held by KWE but we have elected to treat the foreign currency movements as a net investment hedge on our euro-denominated investments in KWE. The foreign currency movements on these hedge items above are recorded to unrealized foreign currency derivative contract gains/losses within other comprehensive income for GBP/EUR movements. However, when we translate our investment in KWE from USD/GBP, the foreign currency movements on these items go through unrealized foreign currency translation gains/losses within other comprehensive income.

Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation for a discussion regarding foreign currency and currency derivative instruments.

Transaction-Based Results

A significant portion of our cash flow is tied to transaction activity which can affect an investor’s ability to compare our financial condition and results of operations on a quarter-by-quarter or year-over-year basis or to easily evaluate the breadth of our operation. Historically, this variability has caused our revenue, net income and cash flows to be tied to transaction activity, which is not necessarily concentrated in any one quarter.

Employees

As of December 31, 2025, we have 321 employees in 19 offices throughout the United States, the United Kingdom, Ireland and Japan. We believe that we have been able to attract and maintain high quality employees. There are no employees subject to collective bargaining agreements. In addition, we believe we have a strong relationship with our employees.

Available Information

Information about us is available on our website (http://www.kennedywilson.com) (this website address is not intended to function as a hyperlink, and the information contained in, or accessible from, our website is not intended to be a part of this filing). We make available on our website, free of charge, copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and amendments to those reports and other statements filed or furnished pursuant to Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after filing or submitting such material electronically or otherwise furnishing it to the SEC. Further, a copy of our Code of Ethics can be found on our website at (http://www.kennedywilson.com) and will be made available in print free of charge to any stockholder who requests it. In addition, we have previously filed registration statements and other documents with the SEC. Any document we file is available at the SEC's internet address at http://www.sec.gov (this website address is not intended to function as a hyperlink, and the information contained in, or accessible from, the SEC's website is not intended to be a part of this filing).