Form 8-K

8-K — Kennedy-Wilson Holdings, Inc.

Accession: 0001140361-26-025340

Filed: 2026-06-16

Period: 2026-06-16

CIK: 0001408100

SIC: 6500 (REAL ESTATE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20076165_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (ef20076165_ex3-1.htm)

EX-3.2 — EXHIBIT 3.2 (ef20076165_ex3-2.htm)

EX-4.1 — EXHIBIT 4.1 (ef20076165_ex4-1.htm)

EX-4.2 — EXHIBIT 4.2 (ef20076165_ex4-2.htm)

EX-99.1 — EXHIBIT 99.1 (ef20076165_ex99-1.htm)

GRAPHIC (image0.jpg)

GRAPHIC (image1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20076165_8k.htm · Sequence: 1

false12-31000140810000014081002026-06-162026-06-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 16, 2026

KENNEDY-WILSON HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33824

26-0508760

(State or other jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

151 S. El Camino Drive

Beverly Hills, California

90212

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 887-6400

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instructions A.2.):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange on which

registered

Common stock, $.0001 par value

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introduction

On June 16, 2026, Kennedy-Wilson Holdings, Inc., a Delaware

corporation (the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Kona Bidco, LLC, a Delaware limited liability company (“Parent”), and

Kona Merger Subsidiary, Inc., a Delaware corporation and subsidiary of Parent (“Merger Sub”), as amended by that certain Amendment to

Agreement and Plan of Merger, dated as of March 15, 2026 (the “Merger Agreement”). Concurrently with the execution and delivery of the Merger Agreement on February 16, 2026, William J. McMorrow, William J. McMorrow Revocable Trust,

Matthew Windisch, In Ku Lee and certain affiliates of Fairfax Financial Holdings Limited (“Fairfax”) that were securityholders of the Company (collectively, the “Rollover Stockholders”) entered

into Rollover Agreements (the “Rollover Agreements”) with Parent and, as applicable, Kona Management Holdco, LLC, a Delaware limited liability company (“Holdco”).

Immediately prior to the effective time (the “Effective Time”) of the Merger (as defined below), certain shares held by the Rollover Stockholders

(the “Rollover Shares”) were contributed to Parent or Holdco, as applicable, in exchange for limited liability company units or other securities of Parent or Holdco (which thereafter contributed such shares to Parent in exchange for

limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent), as applicable, in accordance with the Rollover Agreements. At the Effective Time, in accordance with the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger (the “Surviving Company” and, such merger, the “Merger”). The Rollover Stockholders hold

indirect equity interests in the Surviving Company through their ownership interests in Parent or Holdco, as applicable.

Item 1.01. Entry Into a Material Definitive Agreement.

As previously announced, on May 29, 2026, Kennedy-Wilson, Inc. (the “Issuer”), a wholly-owned subsidiary of the Company,

completed the issuance and sale of $1.8 billion in aggregate principal amount of senior notes, consisting of $1.1 billion aggregate principal amount of 7.000% senior notes due 2031 (the “2031 Notes”) and $700 million aggregate principal

amount of 7.250% senior notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”), pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The gross

proceeds from the issuance and sale of the Notes were deposited into an escrow account for the benefit of the holders of the Notes pending the consummation of the Merger.

On June 16, 2026, following the Effective Time, the escrowed property

was released pursuant to the terms of an Escrow Agreement, dated May 29, 2026, by and among the Company, Wilmington Trust, National Association, as trustee (the “Trustee”) and Wilmington Trust, National Association, as escrow agent, and

the net proceeds from the Notes were used to, among other things (i) redeem in full the Issuer’s 4.750% senior notes due 2029 (the “2029 Notes”) and 4.750% senior notes due 2030 (the “2030 Notes”) and pay any related premiums, fees

and expenses, including accrued and unpaid interest with respect to the 2029 Notes and 2030 Notes and (ii) purchase $594,152,000 aggregate

principal amount of the Issuer’s 5.000% senior notes due 2031, pursuant to the fundamental change provisions of the indenture governing such notes.

Following the release of the escrowed property, the Notes are fully and unconditionally guaranteed on an unsecured basis by the

Company and certain of its subsidiaries, pursuant to Supplemental Indenture No. 2031-2, dated as of June 16, 2026 (“Supplemental Indenture No. 2031-2”), by and among the Issuer, the Company, the subsidiary guarantors party thereto (the “Subsidiary

Guarantors”) and the Trustee, with respect to the 2031 Notes and Supplemental Indenture No. 2033-2, dated as of June 16, 2026 (“Supplemental Indenture No. 2033-2” and, together with Supplemental Indenture No. 2031-2, the “Supplemental

Indentures”), by and among the Issuer, the Company, the Subsidiary Guarantors and the Trustee, with respect to the 2033 Notes.

In addition, following the release of the escrowed property, the Notes are no longer subject to the previously announced special

mandatory redemption.

The description of the Supplemental Indentures contained in Item 1.01 of this Current Report on Form 8-K does not purport to be

complete and is qualified in its entirety by reference to Supplemental Indenture No. 2031-2 and Supplemental Indenture No. 2033-2, copies of which are filed herewith as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

Item 1.02. Termination of Material Definitive Agreements.

The information provided in the Introduction of this Current Report on Form 8-K (this “Current Report”) is incorporated

herein by reference.

At the Effective Time, the Company terminated the Kennedy-Wilson Holdings, Inc. Second Amended and Restated 2009 Equity

Participation Plan (the “Plan”) with respect to any further awards thereunder following the Effective Time.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introduction and Items 3.03, 5.01, 5.02 and 5.03 of this Current Report is incorporated herein by

reference.

Pursuant to the terms of the Merger Agreement, at the Effective Time and as a result of the Merger, each share of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), outstanding immediately

prior to the Effective Time (other than (i) each share (a) held in the treasury of the Company or owned by any wholly owned subsidiary of the Company or (b) held, directly or indirectly, by Parent or Merger Sub or any of their wholly owned

subsidiaries, which were automatically canceled without any conversion thereof and no payment or distribution was made with respect thereto; (ii) each Rollover Share; and (iii) shares of Company Common Stock owned by stockholders of the Company

who had validly demanded and not withdrawn appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) ceased to exist and was converted automatically into the right to receive $10.90 in cash per

share, without interest (the “Merger Consideration”). At the Effective Time, each share of 4.75% Series B Cumulative Perpetual Preferred Stock (the “Company Series B Preferred Stock”) and 6.00% Series C Cumulative Perpetual

Preferred Stock (the “Company Series C Preferred Stock” and, together with the Company Series B Preferred Stock, the “Company Preferred Stock”) outstanding immediately prior to the Effective Time remained outstanding in accordance

with the terms and conditions of, as applicable, that certain Certificate of Designations Establishing the Company Series B Preferred Stock, dated as of March 8, 2022 (the “Series B Certificate of Designations”) and that certain

Certificate of Designations Establishing the Company Series C Preferred Stock, dated as of June 15, 2023 (the “Series C Certificate of Designations”) and represented shares of Company Series B Preferred Stock or Company Series C Preferred

Stock, as applicable, of the Surviving Company on the terms set forth in the Series B Certificate of Designations or the Series C Certificate of Designations, as applicable. Immediately prior to the closing of the Merger, Parent and the

applicable holders elected to cancel, and canceled, each warrant issued in connection with the Company Series B Preferred Stock pursuant to that certain Warrant Agreement, dated as of March 8, 2022 (collectively, the “Company Series B Warrants”),

and each warrant issued in connection with the Company Series C Preferred Stock pursuant to that certain Warrant Agreement, dated as of June 16, 2023 (collectively, the “Company Series C Warrants” and, together with the Company Series B

Warrants, the “Company Warrants”), for no consideration in accordance with the Merger Agreement. In addition, each share of 5.75% Series A Cumulative Perpetual Convertible Preferred Stock (the “Company Series A Preferred Stock”),

outstanding immediately prior to the Effective Time, was redeemed by the Company immediately prior to the closing of the Merger for $1,000.00 per share plus accrued and unpaid dividends and in accordance with the terms and conditions of that

certain Certificate of Designations Establishing the Company Series A Preferred Stock, dated as of November 7, 2019.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit subject to service-based vesting conditions (each, a “Company RSU”) and each restricted stock unit subject to performance-based

vesting conditions (each, a “Company PSU”) granted pursuant to the Plan (other than any Canceled RSUs/PSUs (as defined below)) that was outstanding as of immediately prior to the Effective Time automatically vested in full, to the extent

unvested, and was canceled and converted into the right to receive a lump-sum cash payment, without interest, equal to the product obtained by multiplying (x) the total number of shares underlying such Company RSU or Company PSU, as applicable,

by (y) the Merger Consideration, plus any accrued unpaid dividend equivalents thereon, subject to any required withholding of taxes; provided that, in the case of Company PSUs, the total number of shares underlying such Company PSU was determined

based on target level achievement of the applicable performance goals. At the Effective Time, each Company PSU and Company RSU that was subject to any Rollover Agreement (each, a “Canceled RSU/PSU”) was automatically canceled, entitling

the holder thereof to a cash payment with respect to accrued and unpaid dividend equivalents with respect thereto.

Additionally, at the Effective Time, each bonus unit granted pursuant to a written letter agreement by and between the Company and an employee of

the Company (each, a “Company Bonus Unit Agreement”) that was outstanding as of immediately prior to the Effective Time automatically vested in full, to the extent unvested, and was canceled and converted into the right to receive a lump-sum

cash payment, without interest, equal to the consideration such employee would receive in connection with a “change of control” (as defined in the applicable Company Bonus Unit Agreement) in accordance with the terms of such Company Bonus Unit

Agreement.

The description of the Merger Agreement and related transactions (including, without limitation, the Merger) in this Current Report

does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S.

Securities and Exchange Commission (the “SEC”) on February 17, 2026, and is incorporated herein by reference. A copy of the Amendment to the Merger Agreement is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the

SEC on March 16, 2026, and is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in the Introduction and Items 2.01 and 3.03 of this Current Report is incorporated herein by reference.

Prior to the opening of trading on June 16, 2026, the Company notified The New York Stock Exchange (“NYSE”) that the Merger

had been completed and that a certificate of merger had been filed with the Secretary of State of the State of Delaware, and requested that NYSE suspend trading of the Company Common Stock on NYSE prior to the opening of trading on June 16, 2026.

Trading of the Company Common Stock on NYSE was halted prior to the opening of trading on June 16, 2026. The Company also requested that NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b)

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to effect the delisting of all Company Common Stock from NYSE and the deregistration of such Company Common Stock under Section 12(b) of the Exchange Act. As a result,

the Company Common Stock will no longer be listed on NYSE.

In addition, the Company intends to file a Form 15 Certification and Notice of Termination of Registration Under Section 12(g) of

the Exchange Act or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Exchange Act with the SEC, requesting the termination of registration of the shares of Company Common Stock and the suspension of the Company’s reporting

obligations under Sections 13 and 15(d) of the Exchange Act with respect to all Company Common Stock and post-effective amendments to its registration statements on Forms S-1/A, S-3 and S-8, terminating the registration of the Company Common Stock

underlying such registration statements. The Company does not have any separate reporting obligations under Section 15(d) of the Exchange Act with respect to the Company Preferred Stock outstanding as of the Effective Time.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in the Introduction and Items 1.02, 2.01, 3.01, 5.01 and 5.03 of this Current Report is incorporated herein

by reference.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding as of immediately prior to the

Effective Time (except as described in Item 2.01 of this Current Report) was converted, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such shares of Company Common

Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration for such shares pursuant to the terms of the Merger Agreement.

Item 5.01. Changes in Control of Registrant.

The information provided in the Introduction and Items 2.01 and 5.02 of this Current Report is incorporated herein by reference.

The total amount of cash consideration payable to

the Company’s equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $1.6 billion, which was provided and/or arranged by affiliates of the Consortium through a combination of

equity and $1.3 billion of debt financing, in respect of which debt financing Fairfax has agreed to provide a stand-by guarantee.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

The information provided in the Introduction and Items 1.02 and 2.01 of this Current Report is incorporated herein by reference.

Immediately prior to the Effective Time, in connection with the consummation of the Merger, each member of the Company’s board of

directors resigned from and ceased serving on the board of directors of the Company and each of its subsidiaries and any and all committees thereof. No director resigned as a result of any disagreement with the Company on any matter relating to the

Company’s operations, policies or practices. The members of the Company’s board of directors immediately prior to the Effective Time were William J. McMorrow, Todd Boehly, Richard Boucher, Trevor Bowen, Wade Burton, Michael Eisner, Jeffrey Meyers,

David A. Minella, Nadine I. Watt, Sanaz Zaimi and Stanley R. Zax.

At the Effective Time, by virtue of the Merger, the directors of Merger Sub immediately prior to the Effective Time, including

William J. McMorrow, In Ku Lee, Matthew Windisch and Wade Burton, became the initial directors of the Surviving Company and the officers of the Company immediately prior to the Effective Time became the initial officers of the Surviving Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introduction and Item 2.01 of this Current Report is incorporated herein by reference.

In accordance with the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation, as in

effect immediately prior to the Effective Time, was amended as a result of the Merger so as to read in its entirety as set forth in Exhibit A to the Merger Agreement and became the certificate of incorporation of the Surviving Company (the “Third

Amended and Restated Certificate of Incorporation”). In addition, at the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the bylaws of the Surviving Company, except that all references to

Merger Sub were automatically amended to become references to the Surviving Company (the “Fourth Amended and Restated Bylaws”).

Copies of the Third Amended and Restated Certificate of Incorporation and the Fourth Amended and Restated Bylaws are filed as

Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 16, 2026, the Company issued a press release announcing the closing of the Merger. A copy of this press release is attached

hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18

of the Exchange Act or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act, regardless of any general incorporation language in such

filing, unless expressly incorporated by specific reference to such filing.

Item 9.01 Financial Statements And Exhibits

(d) Exhibits.

Exhibit No.

Description

2.1*+

Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s

Current Report on Form 8-K filed with the SEC on February 17, 2026).

2.2

Amendment to Agreement and Plan of Merger, dated as of March 15, 2026, by and among the Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K

filed with the SEC on March 16, 2026).

3.1

Third Amended and Restated Certificate of Incorporation.

3.2

Fourth Amended and Restated Bylaws.

4.1

Supplemental Indenture No. 2031-2, dated as of June 16, 2026, by and among the Issuer, the Company, the Subsidiary Guarantors and the Trustee.

4.2

Supplemental Indenture No. 2033-2, dated as of June 16, 2026, by and among the Issuer, the Company, the Subsidiary Guarantors and the Trustee.

99.1

Press Release, dated as of June 16, 2026.

104

Cover Page Interactive Data File - The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

* Certain schedules, exhibits and annexes (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes

to furnish supplemental copies of any of the omitted attachments upon request by the SEC.

+ Certain portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulations S-K because they are not material and are the type that the

registrant treats as private or confidential. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

KENNEDY-WILSON HOLDINGS, INC.

By:

/s/ JUSTIN ENBODY

Justin Enbody

Chief Financial Officer

Date: June 16, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: ef20076165_ex3-1.htm · Sequence: 2

Exhibit 3.1

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

KENNEDY-WILSON HOLDINGS, INC.

FIRST: The name of the corporation is Kennedy-Wilson Holdings, Inc. (the “Corporation”).

SECOND: The Corporation’s registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange

Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be

organized under the General Corporation Law of the State of Delaware (the “DGCL”).

FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 201,000,000, of

which 200,000,000 shares shall be common stock with a par value of $.0001 per share (the “Common Stock”) and 1,000,000 shares shall be Preferred Stock with a par value of $.0001 per share (the “Preferred Stock”).

1. Preferred Stock. The Board of Directors (the “Board”) is expressly granted authority to issue shares of Preferred Stock, in one or more series, and to fix for each such

series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the

resolution or resolutions adopted by the Board providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the DGCL. The number of authorized shares of Preferred Stock may be increased or decreased

(but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the

election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

2. Common Stock. Except as otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all

voting power and each share of Common Stock shall have one vote.

FIFTH: The following provisions are inserted for the management of the business, for the conduct of the affairs of the Corporation and for the

purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

1. The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the Bylaws, and vacancies in the Board

and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors may be removed, as provided in the Bylaws.

2. The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by written ballot.

3. All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Third Amended and Restated Certificate of

Incorporation or by the Bylaws) shall be vested in and exercised by the Board.

4. The Board shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the Bylaws, except to the extent that the Bylaws or

this Third Amended and Restated Certificate of Incorporation otherwise provide.

5. No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a

director or officer; provided that nothing contained in this Article FIFTH shall eliminate or limit the liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty to the Corporation or its

stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) a director under Section 174 of the DGCL, (iv) a director or officer for any

transaction from which the director or officer derived an improper personal benefit, or (v) an officer in any action by or in the right of the Corporation. If the DGCL is amended to authorize corporate action further eliminating or limiting the

personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph (5)

by either (A) the stockholders of the Corporation or (B) an amendment to the DGCL shall not adversely affect any right or protection of a director or officer of the Corporation with respect to events occurring prior to the time of such repeal or

modification.

6. The Corporation shall indemnify, to the fullest extent permitted by Section 145 of the DGCL, each person who is or was a director or officer of the Corporation and

the heirs, executors and administrators of such directors and officers. The Corporation may, in its sole discretion, indemnify such other persons that such Section grants the Corporation the power to indemnify. Expenses (including attorneys’

fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation

in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be

indemnified by the Corporation as authorized hereby.

SIXTH: The Corporation reserves the right to amend or repeal any provision contained in this Third Amended and Restated Certificate of

Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors are granted subject to this reservation.

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: ef20076165_ex3-2.htm · Sequence: 3

Exhibit 3.2

KENNEDY-WILSON HOLDINGS, INC.

FOURTH AMENDED & RESTATED BYLAWS

As Adopted on June 16, 2026

KENNEDY-WILSON HOLDINGS, INC.

FOURTH AMENDED & RESTATED BYLAWS

Table of Contents

Page

ARTICLE I MEETINGS OF STOCKHOLDERS

Section 1.01.

Annual Meetings

Section 1.02.

Special Meetings

Section 1.03.

Participation in Meetings by Remote Communication

Section 1.04.

Notice of Meetings; Waiver of Notice

Section 1.05.

Proxies

Section 1.06.

Voting Lists

Section 1.07.

Quorum

Section 1.08.

Voting

Section 1.09.

Adjournment

Section 1.10.

Organization; Procedure

Section 1.11.

Consent of Stockholders in Lieu of Meeting

ARTICLE II BOARD OF DIRECTORS

Section 2.01.

General Powers

Section 2.02.

Number and Term of Office

Section 2.03.

Election of Directors

Section 2.04.

Regular Meetings

Section 2.05.

Special Meetings

Section 2.06.

Notice of Meetings; Waiver of Notice

Section 2.07.

Quorum; Voting

Section 2.08.

Action by Telephonic Communications

Section 2.09.

Adjournment

Section 2.10.

Action Without a Meeting

Section 2.11.

Regulations

Section 2.12.

Resignations of Directors

Section 2.13.

Removal of Directors

Section 2.14.

Vacancies and Newly Created Directorships

Section 2.15.

Compensation

Section 2.16.

Reliance on Accounts and Reports, Etc

ARTICLE III COMMITTEES

Section 3.01.

Designation of Committees

Section 3.02.

Members and Alternate Members

Section 3.03.

Committee Procedures

Section 3.04.

Meetings and Actions of Committees

Table of Contents

(continued)

Page

Section 3.05.

Resignations and Removals

Section 3.06.

Vacancies

ARTICLE IV OFFICERS

Section 4.01.

Officers

Section 4.02.

Election

Section 4.03.

Compensation

Section 4.04.

Removal and Resignation; Vacancies

Section 4.05.

Authority and Duties of Officers

Section 4.06.

President

Section 4.07.

Vice Presidents

Section 4.08.

Secretary

Section 4.09.

Treasurer

ARTICLE V CAPITAL STOCK

Section 5.01.

Certificates of Stock, Uncertificated Shares

Section 5.02.

Facsimile Signatures

Section 5.03.

Lost, Stolen or Destroyed Certificates

Section 5.04.

Transfer of Stock

Section 5.05.

Registered Stockholders

ARTICLE VI INDEMNIFICATION

Section 6.01.

Indemnification

Section 6.02.

Advancement of Expenses

Section 6.03.

Procedure for Indemnification

Section 6.04.

Burden of Proof

Section 6.05.

Contract Right; Non-Exclusivity; Survival

Section 6.06.

Insurance

Section 6.07.

Employees and Agents

Section 6.08.

Interpretation; Severability

ARTICLE VII OFFICES

Section 7.01.

Registered Office

Section 7.02.

Other Offices

ARTICLE VIII GENERAL PROVISIONS

Section 8.01.

Dividends

Section 8.02.

Reserves

Section 8.03.

Execution of Instruments

Section 8.04.

Voting as Stockholder

Table of Contents

(continued)

Page

Section 8.05.

Fiscal Year

Section 8.06.

Seal

Section 8.07.

Books and Records

Section 8.08.

Litigation

Section 8.09.

Electronic Transmission

ARTICLE IX AMENDMENT OF BYLAWS

Section 9.01.

Amendment

ARTICLE X CONSTRUCTION

Section 10.01.

Construction

iii

KENNEDY-WILSON HOLDINGS, INC.

FOURTH AMENDED & RESTATED BYLAWS

As Adopted on June 16, 2026

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.01. Annual Meetings. An annual meeting of the stockholders of the corporation for the election of directors and for the transaction of such other

business as properly may come before such meeting shall be held each year either within or without the State of Delaware on such date and at such place and time as are designated by resolution of the corporation’s board of directors (the “Board”),

unless the stockholders have acted by written consent to elect directors as permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

Section 1.02. Special Meetings. A special meeting of the stockholders for any purpose may be called at any time by the President (or, in the event of his or her

absence or disability, by any Vice President) or by the Secretary pursuant to a resolution of the Board, to be held either within or without the State of Delaware on such date and at such time and place as are designated by such officer or in

such resolution.

Section 1.03. Participation in Meetings by Remote Communication. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance

with applicable provisions of the DGCL and any other applicable law for the participation by stockholders and proxy holders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will

not be held at any place but will be held solely by means of remote communication. Stockholders and proxy holders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present

in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

Section 1.04. Notice of Meetings; Waiver of Notice.

(a) The Secretary or any Assistant Secretary shall cause notice of each meeting of stockholders to be given in writing in a manner permitted by the DGCL not less than 10

days nor more than 60 days prior to the meeting to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCL. The notice shall specify (i) the place, if any, date and time of

such meeting, (ii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes

for which such meeting is called, and (iv) such other information as may be required by law or as may be deemed appropriate by the President, the Vice President calling the meeting, or the Board. If the stockholder list referred to in

Section 1.06 of these bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications,

the notice of meeting must provide the information required to access such stockholder list during the meeting.

(b) A written waiver of notice of meeting signed by a stockholder or a waiver by electronic transmission by a stockholder, whether given before or after the meeting time

stated in such notice, is deemed equivalent to notice. Attendance of a stockholder at a meeting is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the

meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 1.05. Proxies.

(a) Each stockholder entitled to vote at a meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize

another person or persons to act for such stockholder by proxy.

(b) A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such

writing by any reasonable means, including but not limited to by facsimile signature, or by transmitting or authorizing an electronic transmission (as defined in Section 8.08 of these bylaws) setting forth an authorization to act as proxy to the

person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent. Proxies by electronic transmission must either set forth, or be submitted with, information from which it can be determined that the electronic

transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or

transmission for any and all purposes for which the original writing or transmission could be used if such copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission.

(c) No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is

revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in

person or by filing an instrument in writing revoking the proxy or by filing with the Secretary another duly executed proxy bearing a later date.

Section 1.06. Voting Lists. The officer of the corporation who has charge of the stock ledger of the corporation shall prepare, at least 10 days before every

meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each

stockholder and the number of shares registered in the name of each stockholder. This list shall be open to the examination of any stockholder prior to and during the meeting for any purpose germane to the meeting as required by the DGCL or

other applicable law. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine such list or to vote in person or by proxy at any meeting of stockholders.

Section 1.07. Quorum. Except as otherwise required by law or by the certificate of incorporation, the presence in person or by proxy of the holders of record of

a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting.

Section 1.08. Voting. Every holder of record of shares entitled to vote at a meeting of stockholders is entitled to one vote for each share outstanding in his

or her name on the books of the corporation (a) at the close of business on the record date for such meeting, or (b) if no record date has been fixed, at the close of business on the day immediately preceding the day on which notice

of such meeting is given, or if notice is waived, at the close of business on the day immediately preceding the day on which the meeting is held. All matters at any meeting at which a quorum is present, including the election of directors, shall

be decided by the affirmative vote of a majority of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter in question, unless otherwise expressly provided by express provision of

law or the certificate of incorporation. The stockholders do not have the right to cumulate their votes for the election of directors.

Section 1.09. Adjournment. Any meeting of stockholders may be adjourned from time to time, by the chairperson of the meeting or by the vote of a majority of the

shares of stock present in person or represented by proxy at the meeting, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of

remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days

or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these bylaws shall be given to each stockholder of record entitled to vote at the

adjourned meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.

Section 1.10. Organization; Procedure. The President shall preside over each meeting of stockholders. If the President is absent or disabled, the presiding

officer shall be selected by the Board or, failing action by the Board, by a majority of the stockholders present in person or represented by proxy. The Secretary, or in the event of his or her absence or disability, an appointee of the

presiding officer, shall act as secretary of the meeting. The Board may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to any such rules and regulations,

the presiding officer of any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding officer are appropriate for the proper

conduct of such meeting.

Section 1.11. Consent of Stockholders in Lieu of Meeting.

(a) Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at an annual or special meeting of the stockholders may

be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, are (i) signed by the holders of outstanding stock having not less than the

minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law) and (ii)

delivered to the corporation by delivery to its registered office in the State of Delaware, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of

stockholders are recorded, in each case, within 60 days of the earliest dated consent so delivered to the corporation.

(b) If a stockholder consent is to be given without a meeting of stockholders, and the Board has not fixed a record date for the purpose of determining the stockholders

entitled to participate in such consent, then: (i) if the DGCL does not require action by the Board prior to the proposed stockholder action, the record date shall be at the close of business on the first date on which a signed written

consent setting forth the action taken or proposed to be taken is delivered to the corporation at any of the locations referred to in Section 1.11(a)(ii) of these bylaws; and (ii) if the DGCL requires action by the Board prior to the

proposed stockholder action, the record date shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. Every written consent to action without a meeting shall bear the date of signature of

each stockholder who signs the consent, and shall be valid if timely delivered to the corporation at any of the locations referred to in Section 1.11(a)(ii) of these bylaws.

(c) The Secretary shall give prompt notice of the taking of an action without a meeting by less than unanimous written consent to those stockholders who have not

consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01. General Powers. Except as may otherwise be provided by law or by the certificate of incorporation, the affairs and business of the corporation

shall be managed by or under the direction of the Board. The directors shall act only as a Board, and the individual directors shall have no power as such.

Section 2.02. Number and Term of Office. The number of directors constituting the entire Board shall initially be one (each of whom shall be a natural person),

which number may be modified from time to time by resolution of the Board, but in no event shall the number of directors be less than one. Each director (whenever elected) shall hold office until his or her successor has been duly elected and

qualified, or until his or her earlier death, resignation or removal.

Section 2.03. Election of Directors. Except as otherwise provided in Sections 2.13 and 2.14 of these bylaws, the directors shall be elected at each annual

meeting of the stockholders. If the annual meeting for the election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient. At each meeting of the stockholders

for the election of directors, provided a quorum is present, the directors shall be elected by a plurality of the votes validly cast in such election.

Section 2.04. Regular Meetings. Regular meetings of the Board shall be held on such dates, and at such times and places as are determined from time to time by

resolution of the Board.

Section 2.05. Special Meetings. Special meetings of the Board shall be held whenever called by the President or, in the event of his or her absence or

disability, by any Vice President, or by a majority of the directors then in office, at such place, date and time as may be specified in the respective notices or waivers of notice of such meetings. Any business may be conducted at a special

meeting of the Board.

Section 2.06. Notice of Meetings; Waiver of Notice.

(a) Notices of special meetings shall be given to each director, and notice of each resolution or other action affecting the date, time or place of one or more regular

meetings of the Board shall be given to each director not present at the meeting adopting such resolution or other action, subject to Section 2.09 of these bylaws. Notices shall be given personally, or by telephone confirmed by facsimile or

email dispatched promptly thereafter, or by facsimile or email confirmed by a writing delivered by a recognized overnight courier service, directed to each director at the address from time to time designated by such director to the Secretary.

Each such notice and confirmation must be given (received in the case of personal service or delivery of written confirmation) at least 24 hours prior to the time of a special meeting of the Board, and at least five days prior to the initial

regular meeting of the Board affected by such resolution or other action, as the case may be.

(b) A written waiver of notice of a Board meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting

time stated in such notice, is deemed equivalent to notice. Attendance of a director at a Board meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of

the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 2.07. Quorum; Voting. At all meetings of the Board, the presence of a majority of the total authorized number of directors shall constitute a quorum for

the transaction of business. Except as otherwise required by law, the certificate of incorporation or these bylaws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 2.08. Action by Telephonic Communications. Members of the Board may participate in a meeting of the Board by means of conference telephone or similar

communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.09. Adjournment. A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is

present. No notice need be given of any adjourned meeting unless (a) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 2.06 of

these bylaws applicable to special meetings shall be given to each director, or (b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the

announcement of the date, time and place of the adjourned meeting.

Section 2.10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members

of the Board consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board. Such filing shall be in paper form if the minutes are

maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.11. Regulations. To the extent consistent with applicable law, the certificate of incorporation and these bylaws, the Board may adopt such rules and

regulations for the conduct of meetings of the Board and for the management of the property, affairs and business of the corporation as the Board may deem appropriate. The Board may elect from among its members a chairperson and one or more

vice-chairpersons to preside over meetings and to perform such other duties as may be designated by the Board.

Section 2.12. Resignations of Directors. Any director may resign at any time by submitting an electronic transmission or by delivering a written notice of

resignation, signed by such director, to the President or the Secretary. Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specified

event.

Section 2.13. Removal of Directors. Any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of a majority

of the outstanding shares of stock of the corporation entitled to vote generally for the election of directors, acting at a stockholder meeting or by written consent in accordance with the DGCL and these bylaws. Any vacancy in the Board caused

by any such removal may be filled at such meeting (or in the written instrument effecting the removal, if the removal was effected by consent without a meeting) by the stockholders entitled to vote for the election of the director so removed.

Section 2.14. Vacancies and Newly Created Directorships. Except as provided in Section 2.13 of these bylaws, any vacancies or newly created directorships may be

filled only by a vote of the stockholders at any regular or special meeting of the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office until his or her successor has been elected and qualified or

until his or her earlier death, resignation or removal.

Section 2.15. Compensation. The directors shall be entitled to compensation for their services to the extent approved by the stockholders at any regular or

special meeting of the stockholders. The Board may by resolution determine the expenses in the performance of such services for which a director is entitled to reimbursement.

Section 2.16. Reliance on Accounts and Reports, Etc. A director, as such or as a member of any committee designated by the Board, shall in the performance of

his or her duties be fully protected in relying in good faith upon the records of the corporation and upon information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees

designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.

ARTICLE III

COMMITTEES

Section 3.01. Designation of Committees. The Board may designate one or more committees. Each committee shall consist of such number of directors as from time

to time may be fixed by the Board, and shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation to the extent delegated to such committee by the Board but no committee

shall have any power or authority as to (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders

for approval, (b) adopting, amending or repealing any of these bylaws or (c) as may otherwise be excluded by law or by the certificate of incorporation, and no committee may delegate any of its power or authority to a subcommittee

unless so authorized by the Board.

Section 3.02. Members and Alternate Members. The members of each committee and any alternate members shall be selected by the Board. The Board may provide that

the members and alternate members serve at the pleasure of the Board. An alternate member may replace any absent or disqualified member at any meeting of the committee. An alternate member shall be given all notices of committee meetings, may

attend any meeting of the committee, but may count towards a quorum and vote only if a member for whom such person is an alternate is absent or disqualified. Each member (and each alternate member) of any committee shall hold office only until

the time he or she shall cease for any reason to be a director, or until his or her earlier death, resignation or removal.

Section 3.03. Committee Procedures. A quorum for each committee shall be a majority of its members, unless the committee has only one or two members, in which

case a quorum shall be one member, or unless a greater quorum is established by the Board. The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall

keep regular minutes of its meetings and report to the Board when required. The Board may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of these bylaws, and each committee may adopt

its own rules and regulations of government, to the extent not inconsistent with these bylaws or rules or regulations adopted by the Board.

Section 3.04. Meetings and Actions of Committees. Meetings and actions of each committee shall be governed by, and held and taken in accordance with, the

provisions of the following sections of these bylaws, with such bylaws being deemed to refer to the committee and its members in lieu of the Board and its members:

(a) Section 2.04 (to the extent relating to place and time of regular meetings);

(b) Section 2.05 (relating to special meetings);

(d) Section 2.08 (relating to telephonic communication);

(e) Section 2.09 (relating to adjournment and notice of adjournment); and

(f) Section 2.10 (relating to action without a meeting).

Special meetings of committees may also be called by resolution of the Board.

Section 3.05. Resignations and Removals. Any member (and any alternate member) of any committee may resign from such position at any time by delivering a

written notice of resignation, signed by such member, to the President or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any member (and any alternate member) of any committee may be removed

from such position by the Board at any time, either for or without cause.

Section 3.06. Vacancies. If a vacancy occurs in any committee for any reason, the remaining members (and any alternate members) may continue to act if a quorum

is present. A committee vacancy may be filled only by the Board.

ARTICLE IV

OFFICERS

Section 4.01. Officers. The Board shall elect a President and a Secretary as officers of the corporation. The Board may also elect a Treasurer, one or more

Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers and agents as the Board may determine. In addition, the Board from time to time may delegate to any officer the power to appoint subordinate officers or

agents and to prescribe their respective rights, terms of office, authorities and duties. Any action by an appointing officer may be superseded by action by the Board. Any number of offices may be held by the same person, except that one person

may not hold both the office of President and the office of Secretary. No officer need be a director of the corporation.

Section 4.02. Election. The officers of the corporation elected by the Board shall serve at the pleasure of the Board. Officers and agents appointed pursuant

to delegated authority as provided in Section 4.01 of these bylaws (or, in the case of agents, as provided in Section 4.06 of these bylaws) shall hold their offices for such terms as may be determined from time to time by the appointing officer.

Each officer shall hold office until his or her successor has been elected or appointed and qualified, or until his or her earlier death, resignation or removal.

Section 4.03. Compensation. The salaries and other compensation of all officers and agents of the corporation shall be fixed by the Board or in the manner

established by the Board.

Section 4.04. Removal and Resignation; Vacancies. Any officer may be removed for or without cause at any time by the Board. Any officer granted the power to

appoint subordinate officers and agents as provided in Section 4.01 of these bylaws may remove any subordinate officer or agent appointed by such officer, for or without cause. Any officer or agent may resign at any time by delivering notice of

resignation, either in writing signed by such officer or by electronic transmission, to the Board or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any vacancy occurring in any office of the

corporation by death, resignation, removal or otherwise, may be filled by the Board or by the officer, if any, who appointed the person formerly holding such office.

Section 4.05. Authority and Duties of Officers. An officer of the corporation shall have such authority and shall exercise such powers and perform such duties (a)

as may be required by law, (b) to the extent not inconsistent with law, as are specified in these bylaws, (c) to the extent not inconsistent with law or these bylaws, as may be specified by resolution of the Board, and (d) to

the extent not inconsistent with any of the foregoing, as may be specified by the appointing officer with respect to a subordinate officer appointed pursuant to delegated authority under Section 4.01 of these bylaws.

Section 4.06. President. The President shall preside at all meetings of the stockholders and directors at which he or she is present, and unless otherwise

provided by the Board, shall be the chief executive officer and the chief operating officer of the corporation, shall have general control and supervision of the policies and operations of the corporation and shall see that all orders and

resolutions of the Board are carried into effect. Unless otherwise provided by the Board, he or she shall manage and administer the corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining

to the office of a chief executive officer and a chief operating officer of a corporation. He or she shall have the authority to sign, in the name and on behalf of the corporation, checks, orders, contracts, leases, notes, drafts and all other

documents and instruments in connection with the business of the corporation. He or she shall have the authority to cause the employment or appointment of such employees or agents of the corporation as the conduct of the business of the

corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by any officer or to suspend any agent appointed by the Board. The President shall have the duties and powers of the

Treasurer if no Treasurer is elected and shall have such other duties and powers as the Board may from time to time prescribe.

Section 4.07. Vice Presidents. If one or more Vice Presidents have been elected, each Vice President shall perform such duties and exercise such powers as may

be assigned to him or her from time to time by the Board or the President. In the event of absence or disability of the President, the duties of the President shall be performed, and his or her powers may be exercised, by such Vice President as

shall be designated by the Board or, failing such designation, by the Vice President in order of seniority of election to that office.

Section 4.08. Secretary. Unless otherwise determined by the Board, the Secretary shall have the following powers and duties:

(a) The Secretary shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders, the Board and any committees thereof in books

provided for that purpose.

(b) The Secretary shall cause all notices to be duly given in accordance with the provisions of these bylaws and as required by law.

(c) Whenever any committee shall be appointed pursuant to a resolution of the Board, the Secretary shall furnish a copy of such resolution to the members of such

committee.

(d) The Secretary shall be the custodian of the records and of the seal of the corporation and shall cause such seal (or a facsimile thereof) to be affixed to all

certificates representing shares of the corporation prior to the issuance thereof and to all documents and instruments that the Board or any officer of the corporation has determined should be executed under seal. The Secretary may sign

(together with any other authorized officer) any such document or instrument, and when the seal is so affixed he or she may attest the same.

(e) The Secretary shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the certificate of

incorporation or these bylaws.

(f) The Secretary shall have charge of the stock books and ledgers of the corporation and shall cause the stock and transfer books to be kept in such manner as to show

at any time the number of shares of stock of the corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the

date as of which each such holder became a holder of record.

(g) The Secretary shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the

corporation the issuance of which shall have been authorized by the Board.

(h) The Secretary shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these bylaws or as may be

assigned to the Secretary from time to time by the Board or the President.

Section 4.09. Treasurer. Unless otherwise determined by the Board, the Treasurer, if there be one, shall be the chief financial officer of the corporation and

shall have the following powers and duties:

(a) The Treasurer shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the corporation, and shall keep or

cause to be kept full and accurate records thereof.

(b) The Treasurer shall cause the moneys and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or

trust companies or with such bankers or other depositaries as shall be determined by the Board or the President, or by such other officers of the corporation as may be authorized by the Board or the President to make such determinations.

(c) The Treasurer shall cause the moneys of the corporation to be disbursed by checks or drafts (signed by such officer or officers or such agent or agents of the

corporation, and in such manner, as the Board or the President may determine from time to time) upon the authorized depositaries of the corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.

(d) The Treasurer shall render to the Board or the President, whenever requested, a statement of the financial condition of the corporation and of the transactions of

the corporation, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

(e) The Treasurer shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he or

she may desire with respect to any and all financial transactions of the corporation.

(f) The Treasurer may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing shares of stock of the

corporation, the issuance of which shall have been authorized by the Board.

(g) The Treasurer shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these bylaws or as may be

assigned to the Treasurer from time to time by the Board or the President.

ARTICLE V

CAPITAL STOCK

Section 5.01. Certificates of Stock, Uncertificated Shares. The shares of the corporation shall be represented by certificates except to the extent that the

Board has provided by resolution that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate

is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock in the corporation represented by certificates shall be entitled to have, and every holder of uncertificated shares may at

the direction of the Board be permitted to receive upon request, a certificate signed by, or in the name of the corporation by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant

Secretary, representing the number of shares registered in the name of such holder. Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable law, the certificate of incorporation and these

bylaws.

Section 5.02. Facsimile Signatures. Any or all signatures on the certificates referred to in Section 5.01 of these bylaws may be in facsimile form. If any

officer who has signed, or whose facsimile signature has been placed upon, a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such

officer at the date of issue.

Section 5.03. Lost, Stolen or Destroyed Certificates. A new certificate may be issued in place of any certificate theretofore issued by the corporation alleged

to have been lost, stolen or destroyed only upon delivery to the corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation, and a bond or other undertaking as may be

satisfactory to a financial officer of the corporation designated by the Board to indemnify the corporation against any claim that may be made against the corporation on account of the alleged loss, theft or destruction of any such certificate or

the issuance of any such new certificate.

Section 5.04. Transfer of Stock.

(a) Transfer of shares represented by certificates shall be made on the books of the corporation upon surrender to the corporation of a certificate for shares, duly

endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, and otherwise in compliance with applicable law. Transfers of uncertificated shares shall be made on the books of the corporation as provided by

applicable law. Within a reasonable time after the transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates

pursuant to Sections 151, 156, 202(a) and 218(a) of the DGCL. Subject to applicable law, the provisions of the certificate of incorporation and these bylaws, the Board may prescribe such additional rules and regulations as it may deem

appropriate relating to the issue, transfer and registration of shares of the corporation.

(b) The corporation may enter into agreements with shareholders to restrict the transfer of stock of the corporation in any manner not prohibited by the DGCL.

Section 5.05. Registered Stockholders. Prior to due surrender of a certificate for registration of transfer, or due delivery of instructions for the

registration of transfer of uncertificated shares, the corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights

and powers of the owner of the shares represented by such certificate or of such uncertificated shares, and the corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other

person, whether or not the corporation shall have notice of such claim or interests. If a transfer of shares is made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the

certificates are presented to the corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the corporation to do so.

ARTICLE VI

INDEMNIFICATION

Section 6.01. Indemnification.

(a) In General. The corporation shall indemnify, to the fullest extent permitted by the DGCL and other applicable law, any person who was or is a party or is

threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “proceeding”) by reason of the fact that (x)

such person is or was serving or has agreed to serve as a director or officer of the corporation, or (y) such person, while serving as a director or officer of the corporation, is or was serving or has

agreed to serve at the request of the corporation as a director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust or other enterprise or (z) such person is or

was serving or has agreed to serve at the request of the corporation as a director, officer or manager of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted

by such person in such capacity, and who satisfies the applicable standard of conduct set forth in the DGCL or other applicable law:

(i) in a proceeding other than a proceeding by or in the right of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in

settlement actually and reasonably incurred by such person or on such person’s behalf in connection with such proceeding and any appeal therefrom, or

(ii) in a proceeding by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably

incurred by such person or on such person’s behalf in connection with the defense or settlement of such proceeding and any appeal therefrom.

(b) Indemnification in Respect of Successful Defense. To the extent that a present or former director or officer of the corporation has been successful on the

merits or otherwise in defense of any proceeding referred to in Section 6.01(a) or in defense of any claim, issue or matter therein, such person shall be indemnified by the corporation against expenses (including attorneys’ fees) actually and

reasonably incurred by such person in connection therewith.

(c) Indemnification in Respect of Proceedings Instituted by Indemnitee. Section 6.01(a) does not require the corporation to indemnify a present or former

director or officer of the corporation in respect of a proceeding (or part thereof) instituted by such person on his or her own behalf, unless such proceeding (or part thereof) has been authorized by the Board or the indemnification requested is

pursuant to the last sentence of Section 6.03 of these bylaws.

Section 6.02. Advancement of Expenses. The corporation shall advance all expenses (including reasonable attorneys’ fees) incurred by a present or former

director or officer in defending any proceeding prior to the final disposition of such proceeding upon written request of such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that

such person is not entitled to be indemnified by the corporation. The corporation may authorize any counsel for the corporation to represent (subject to applicable conflict of interest considerations) such present or former director or officer

in any proceeding, whether or not the corporation is a party to such proceeding.

Section 6.03. Procedure for Indemnification. Any indemnification under Section 6.01 of these bylaws or any advancement of expenses under Section 6.02 of these

bylaws shall be made only against a written request therefor (together with supporting documentation) submitted by or on behalf of the person seeking indemnification or advancement. Indemnification may be sought by a person under Section 6.01 of

these bylaws in respect of a proceeding only to the extent that both the liabilities for which indemnification is sought and all portions of the proceeding relevant to the determination of whether the person has satisfied any appropriate standard

of conduct have become final. A person seeking indemnification or advancement of expenses may seek to enforce such person’s rights to indemnification or advancement of expenses (as the case may be) in the Delaware Court of Chancery to the extent

all or any portion of a requested indemnification has not been granted within 90 days of, or to the extent all or any portion of a requested advancement of expenses has not been granted within 20 days of, the submission of such request. All

expenses (including reasonable attorneys’ fees) incurred by such person in connection with successfully establishing such person’s right to indemnification or advancement of expenses under this Article VI, in whole or in part, shall also be

indemnified by the corporation.

Section 6.04. Burden of Proof.

(a) In any proceeding brought to enforce the right of a person to receive indemnification to which such person is entitled under Section 6.01 of these bylaws, the

corporation has the burden of demonstrating that the standard of conduct applicable under the DGCL or other applicable law was not met. A prior determination by the corporation (including the Board or any committee thereof, its independent legal

counsel, or its stockholders) that the claimant has not met such applicable standard of conduct does not itself constitute evidence that the claimant has not met the applicable standard of conduct.

(b) In any proceeding brought to enforce a claim for advancements to which a person is entitled under Section 6.02 of these bylaws, the person seeking an advancement

need only show that he or she has satisfied the requirements expressly set forth in Section 6.02 of these bylaws.

Section 6.05. Contract Right; Non-Exclusivity; Survival.

(a) The rights to indemnification and advancement of expenses provided by this Article VI shall be deemed to be separate contract rights between the corporation and each

director and officer who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect, and no repeal or modification of any of these provisions or any relevant provisions of the DGCL

shall adversely affect any right or obligation of such director or officer existing at the time of such repeal or modification with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or

threatened based in whole or in part upon any such state of facts. Such “contract rights” may not be modified retroactively as to any present or former director or officer without the consent of such director or officer.

(b) The rights to indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other indemnification or advancement of

expenses to which a present or former director or officer of the corporation seeking indemnification or advancement of expenses may be entitled by any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in

his or her official capacity and as to action in another capacity while holding such office.

(c) The rights to indemnification and advancement of expenses provided by this Article VI to any present or former director or officer of the corporation shall inure to

the benefit of the heirs, executors and administrators of such person.

Section 6.06. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer,

employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted

against such person and incurred by such person or on such person’s behalf in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability

under the provisions of this Article VI.

Section 6.07. Employees and Agents. The Board, or any officer authorized by the Board generally or specifically to make indemnification decisions, may cause the

corporation to indemnify any present or former employee or agent of the corporation in such manner and for such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and other applicable law.

Section 6.08. Interpretation; Severability. Terms defined in Sections 145(h) or (i) of the DGCL have the meanings set forth in such sections when used in this

Article VI. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director or officer of the corporation as to costs, charges

and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the

corporation, to the fullest extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII

OFFICES

Section 7.01. Registered Office. The registered office of the corporation in the State of Delaware shall be located at the location provided in the

corporation’s certificate of incorporation.

Section 7.02. Other Offices. The corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the

Board may from time to time determine or as the business of the corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. Dividends.

(a) Subject to any applicable provisions of law and the certificate of incorporation, dividends upon the shares of the corporation may be declared by the Board at any

regular or special meeting of the Board and any such dividend may be paid in cash, property, or shares of the corporation’s stock.

(b) A member of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of the corporation

and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other

person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities and/or net profits of the corporation, or any other facts

pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 8.02. Reserves. The Board may set apart, out of any of the funds of the corporation available for dividends, a reserve or reserves for any proper

purpose and may abolish any such reserve.

Section 8.03. Execution of Instruments. Except as otherwise required by law or the certificate of incorporation, the Board or any officer of the corporation

authorized by the Board may authorize any other officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation. Any such authorization must be in writing or by

electronic transmission and may be general or limited to specific contracts or instruments.

Section 8.04. Voting as Stockholder. Unless otherwise determined by resolution of the Board, the President or any Vice President shall have full power and

authority on behalf of the corporation to attend any meeting of stockholders of any corporation in which the corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and

privileges incident to the ownership of such stock at any such meeting, or through action without a meeting. The Board may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any

other person or persons.

Section 8.05. Fiscal Year. The fiscal year of the corporation shall commence on the first day of January of each year (except for the corporation’s first fiscal

year which shall commence on the date of incorporation) and shall terminate in each case on December 31.

Section 8.06. Seal. The seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its incorporation and the

words “Corporate Seal” and “Delaware.” The form of such seal shall be subject to alteration by the Board. The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful

manner.

Section 8.07. Books and Records. Except to the extent otherwise required by law, the books and records of the corporation shall be kept at such place or places

within or without the State of Delaware as may be determined from time to time by the Board.

Section 8.08. Litigation. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware

(the “Court of Chancery”) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation, (b) any

action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the corporation to the corporation or the corporation's stockholders, (c) any action asserting a

claim arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws of the corporation or (d) any action asserting a claim governed by the internal affairs doctrine, in each

case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Section 8.09. Electronic Transmission. “Electronic transmission,” as used in these bylaws, means any form of communication, not directly involving the

physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01. Amendment. These bylaws may be amended, altered or repealed by the Board at any regular or special meeting of the Board without the assent or vote

of the stockholders.

ARTICLE X

CONSTRUCTION

Section 10.01. Construction. In the event of any conflict between the provisions of these bylaws as in effect from time to time and the provisions of the

certificate of incorporation as in effect from time to time, the provisions of the certificate of incorporation shall be controlling.

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: ef20076165_ex4-1.htm · Sequence: 4

Exhibit 4.1

SUPPLEMENTAL INDENTURE FOR FUTURE GUARANTORS

KENNEDY-WILSON, INC.,

as Issuer

KENNEDY WILSON HOLDINGS, INC.,

as Parent

THE SUBSIDIARY GUARANTORS PARTY HERETO

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

SUPPLEMENTAL INDENTURE NO. 2031-2

Dated as of June 16, 2026

INDENTURE

Dated as of March 25, 2014

7.000% Senior Notes due 2031

SUPPLEMENTAL INDENTURE NO. 2031-2 (the “Supplemental

Indenture”), dated as of June 16, 2026, among Kennedy-Wilson, Inc., as issuer (the “Issuer”), Kennedy-Wilson Holdings, Inc. (the “Parent”), the Subsidiary Guarantors (as defined herein) party hereto (together with the Parent, the “New Guarantors”) and Wilmington Trust, National Association, as

trustee (the “Trustee”).

WITNESSETH THAT:

WHEREAS, the Issuer and the Trustee have executed and delivered a base indenture, dated as of March 25, 2014 (as amended, supplemented or otherwise modified from time to time with respect to the

Notes (as defined below), the “Base Indenture,” and, together with the First Supplemental Indenture (as defined below), the “Indenture”)

to provide for the future issuance of the Issuer’s debt securities to be issued from time to time in one or more series; and

WHEREAS, the Issuer and the Trustee entered into that certain Supplemental Indenture No. 2031-1, dated as of May 29, 2026 (the “First

Supplemental Indenture”), relating to the Issuer’s 7.000% Senior Notes due 2031 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause certain of its domestic

Restricted Subsidiaries to provide Guaranties after the Issue Date (as defined herein); and

WHEREAS, the Issuer desires, and this Supplemental Indenture is being executed and delivered pursuant to Sections 4.09 and 9.01(iv) of the First Supplemental Indenture, to cause each of the New

Guarantors to provide a Guaranty and become a Subsidiary Guarantor;

NOW, THEREFORE:

Each party hereto agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders (as defined herein) of the Notes.

Section 1. Capitalized terms used herein without definition shall have the respective definitions ascribed to them in the Indenture.

Section 2. Each New Guarantor, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors,

including, but not limited to, Article X of the First Supplemental Indenture.

Section 3. Notwithstanding anything herein to the contrary, this Supplemental Indenture shall be subject, without limitation, to the last paragraph of Section 10.09 of the First Supplemental Indenture with

the same force and effect as if such paragraph were reproduced herein.

Section 4. THIS SUPPLEMENTAL INDENTURE AND EACH GUARANTY OF THE NEW GUARANTORS, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE

OR SUCH GUARANTIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK(WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY WAIVES THE RIGHT

TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SUPPLEMENTAL INDENTURE.

Section 5. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed

.PDF counterpart via electronic mail shall be effective as delivery of a manually executed counterpart thereof.

Section 6. No past, present or future director, officer, employee, incorporator, member or stockholder or control person of the Issuer or any Guarantor, as such, will have any liability for any obligations

of the Issuer or any Guarantor under the Notes, any Guaranty, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note or

any Guaranty waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes or any Guaranty.

Section 7. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and all subsequent supplements thereto, including this Supplemental Indenture, shall be read together.

Section 8. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect or the recitals contained

herein, all of which recitals are made solely by the Issuer and the New Guarantors party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed as of the date first above written.

Kennedy-Wilson, Inc.

By:

/s/ Matthew Windisch

Name:

Matthew Windisch

Title:

President

Kennedy Wilson Holdings, Inc.

By:

/s/ Matthew Windisch

Name:

Matthew Windisch

Title:

President

[Signature Page to Supplemental Indenture 2031-2]

Wilmington Trust, National Association,

as Trustee

By:

/s/ Jane Schweiger

Name:

Jane Schweiger

Title:

Vice President

[Signature Page to Supplemental Indenture 2031-2]

K-W Properties

KW Summer House Manager, LLC

KW Montclair, LLC

K-W Santiago Inc.

Dillingham Ranch Aina LLC

Kennedy-Wilson International

Kennedy-Wilson Tech Ltd.

KWF Manager IV, LLC

KW Ireland, LLC

KWF Investors IV, LLC

KW Investment Adviser, LLC

Kennedy-Wilson Capital

KWF Investors VII, LLC

KW Harrington LLC

KW 5200 Lankershim Manager, LLC

KWF Manager X, LLC

KWF Manager XI, LLC

KW Securities, LLC

KW EU Investors VIII, LLC

KW Park Santa Fe, LLC

KW Tacoma Condos, LLC

KW 9350 Civic Center Drive, LLC

KW One Baxter Way GP, LLC

KW 400 California Member, LLC

KW CIG Management Services, LLC

KW Terra West Sponsor, LLC

KW Hanover Quay, LLC

Kennedy Wilson Property Equity VI, LLC

Kennedy Wilson Property Services VI, LLC

KW LV 3 Sponsor, LLC

KW NB LLC

KW Camarillo Land, LLC

KW EU PRS Investor, LLC

KW Rosewood Premiere, LLC

KW River Pointe Premier, LLC

KW Kawana Springs, LLC

KW Quebec Participant, LLC

KW Quebec Asset Manager, LLC

KW Real Estate II Equity, LLC

KW Real Estate II Carry, LLC

KW Real Estate II GP, LLC

[Signature Page to Supplemental Indenture 2031-2]

KW Sunset CP Participant, LLC

KW Sunset CP Asset Manager, LLC

KW CP West Hills Participant, LLC

KW CP West Hills Asset Manager, LLC

KW Linder Road, LLC

KW CDO Investor, LLC

KW Hamilton Landing—Land, LLC

KW Sunset North LLC

KW Heights Investor, LLC

KW Pacifica, LLC

KW Riverwalk, LLC

KW ABQ, LLC

KW EU Capital 2, LLC

KW EU Capital 3, LLC

KW SB Manager, LLC

KW Pine 43, LLC

KW Eisley Sponsor, LLC

KW LPC Investor, LLC

KW EU Capital LLC

KW Bend QOF, LLC

KW-G Multifamily Venture I Manager, LLC

KW MW Cottonwood, LLC

Kennedy Wilson Property Services VII, LLC

Kennedy Wilson Property Equity VII, LLC

KW Multifamily 2021, LLC

KW Arista Uptown, LLC

KW Multifamily 2022, LLC

KW-G Multifamily Venture 2 Manager, LLC

KW-G Multifamily Co-Invest, LLC

KW San Mateo ABQ, LLC

KW Coppins Well Member, LLC

KW Snake River, LLC

KW Ranier Ridge Member, LLC

KW Development, LLC

KW Oxbow Dovetail Funding, LLC

KW Pearl Street Portfolio, LLC

KW Stockton Industrial, LLC

KW Vancouver, LLC

KW-Stockton Commerce Center, LLC

KWJ Properties, LLC

KW SBG, LLC

[Signature Page to Supplemental Indenture 2031-2]

KW Core Natomas Property, LLC

KW Onyx GP, LLC

KW Onyx Asset Manager, LLC

KW Danforth Member, LLC

KW RDP, LLC

KW NR, LLC

KW City Center, LLC

KW Multifamily Development, LLC

KWF MF GP, LLC

KW Construction Management, LLC

KW Development Manager, LLC

KW Kinetic, LLC

KW Kinetic Member, LLC

KW Cottonwood Funding, LLC

KW Peregrine Member, LLC

KW Rancho Mirage Loan, LLC

KW F5 Tower, LLC

KW Manhattan Beach Studio Loan, LLC

KWF Manager, LLC

KW Moffett Place, LLC

KW 50 West, LLC

KW 360 Spear, LLC

KW Advanta Office Commons, LLC

KW Alila Napa Valley, LLC

KW Ethos Community, LLC

KW One Ten Plaza, LLC

KW Zia Sunnyside, LLC

KW San Vicente Bungalows and Hotel 850, LLC

KW Silver Lake Pool & Inn, LLC

KW Encinitas Beach Resort, LLC

KW Park on 20th, LLC

KW Timbers Kauai Ocean Club, LLC

KW Westmoor 7, LLC

KW Westmoor 8-10, LLC

KWF Capital, LLC

By:

/s/ In Ku Lee

Name:

In Ku Lee

Title:

Vice President and Secretary

[Signature Page to Supplemental Indenture 2031-2]

EX-4.2 — EXHIBIT 4.2

EX-4.2

Filename: ef20076165_ex4-2.htm · Sequence: 5

Exhibit 4.2

Execution Version

SUPPLEMENTAL INDENTURE FOR FUTURE GUARANTORS

KENNEDY-WILSON, INC.,

as Issuer

KENNEDY-WILSON HOLDINGS, INC.,

as Parent

THE SUBSIDIARY GUARANTORS PARTY HERETO

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

SUPPLEMENTAL INDENTURE NO. 2033-2

Dated as of June 16, 2026

INDENTURE

Dated as of March 25, 2014

7.250% Senior Notes due 2033

SUPPLEMENTAL INDENTURE NO. 2033-2 (the “Supplemental

trustee (the “Trustee”).

WITNESSETH THAT:

WHEREAS, the Issuer and the Trustee have executed and delivered a base indenture, dated as of March 25, 2014 (as amended, supplemented or otherwise modified from time to time with respect to the Notes (as defined

below), the “Base Indenture,” and, together with the First Supplemental Indenture (as defined below), the “Indenture”) to

provide for the future issuance of the Issuer’s debt securities to be issued from time to time in one or more series; and

WHEREAS, the Issuer and the Trustee entered into that certain Supplemental Indenture No. 2033-1, dated as of May 29, 2026 (the “First Supplemental Indenture”),

relating to the Issuer’s 7.250% Senior Notes due 2033 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause certain of its domestic Restricted Subsidiaries to

provide Guaranties after the Issue Date (as defined herein); and

WHEREAS, the Issuer desires, and this Supplemental Indenture is being executed and delivered pursuant to Sections 4.09 and 9.01(iv) of the First Supplemental Indenture, to cause each of the New Guarantors to provide a

Guaranty and become a Subsidiary Guarantor;