This proxy statement is dated [•], 2026 and, together with the enclosed form of proxy card, is first being sent to stockholders on or about [•], 2026.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

You are cordially invited to attend the special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Kennedy-Wilson Holdings, Inc., a Delaware corporation (“Kennedy Wilson” or the “Company”) to be held on [•], 2026, at [•], Pacific Time. You may attend the Special Meeting via a live interactive webcast at www.virtualshareholdermeeting.com/KW2026SM. You will be able to listen to the Special Meeting live and submit a proxy online.

On February 16, 2026, Kennedy Wilson entered into an Agreement and Plan of Merger (as it has been or may be amended, supplemented or modified from time to time, the “Merger Agreement”) with Kona Bidco, LLC, a Delaware limited liability company (“Parent”), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). A summary of the Merger Agreement is provided in the accompanying proxy statement, and a copy of the Merger Agreement and the Amendment to Agreement and Plan of Merger, dated as of March 15, 2026, are attached as Annex A-1 and Annex A-2 to the accompanying proxy statement. Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), pursuant to which the separate corporate existence of Merger Sub will thereupon cease and the Company will continue as the surviving corporation, collectively owned, directly or indirectly, by Parent and (i) William J. McMorrow, William J. McMorrow Revocable Trust, Matthew Windisch and In Ku Lee and (ii) certain affiliates of Fairfax Financial Holdings Limited that hold shares of Company Voting Stock (as defined below) (clauses (i) and (ii), together, the “Consortium Parties”).

Upon the consummation of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Company Common Stock (as defined below) that is issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) (other than certain excluded and dissenting shares as described in the proxy statement), will be converted automatically into the right to receive an amount in cash equal to $10.90 per share, without interest and subject to any applicable withholding taxes required by law (the “Merger Consideration”). The $10.90 per share to be paid for each share of Company Common Stock pursuant to the Merger Agreement represents a premium of approximately 45.9% over the closing price of the Company’s unaffected share price as of November 4, 2025.

In connection with the Merger Agreement, Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada (“Fairfax”), entered into an equity commitment letter (the “Equity Commitment Letter”) with Parent and Merger Sub pursuant to which, among other things, Fairfax committed to provide Parent, on the terms and subject to the conditions set forth in the Equity Commitment Letter, an aggregate equity commitment in the amount of $1,650,000,000 to (i) fund the payment of the aggregate Merger Consideration and certain other amounts required to be paid under the Merger Agreement or (ii) in the event Parent or Merger Sub is obligated to pay monetary damages to the Company in respect of a breach of the Merger Agreement by Parent or Merger Sub in accordance with the terms of the Merger Agreement, fund such damages and certain other amounts required to be funded under the equity commitment letter in an aggregate amount up to $400,000,000. A copy of the Equity Commitment Letter is attached as Annex E to the proxy statement.

The transactions contemplated by the Merger Agreement, including the Merger, constitute a “going private transaction” under the rules of the U.S. Securities and Exchange Commission. If the Merger is consummated, the Company Common Stock will be delisted from the New York Stock Exchange and Kennedy Wilson will become a privately held company, owned, directly or indirectly, by Parent and the Consortium Parties.

At the Special Meeting, the holders of (i) the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”), (ii) the Company’s 5.75% Series A Cumulative Perpetual Convertible Preferred Stock

(the “Company Series A Preferred Stock”) (on an as-converted basis), (iii) the Company’s 4.75% Series B Cumulative Perpetual Preferred Stock (the “Company Series B Preferred Stock”) (based on the number of outstanding warrants issued in connection with the issuance of the Company Series B Preferred Stock and in accordance with the certificate of designations governing the Company Series B Preferred Stock) and (iv) the Company’s 6.00% Series C Cumulative Perpetual Preferred Stock (the “Company Series C Preferred Stock”) (based on the number of outstanding warrants issued in connection with the issuance of the Company Series C Preferred Stock and in accordance with the certificate of designations governing the Company Series C Preferred Stock) (the securities described in clauses (i)-(iv), collectively, the “Company Voting Stock”), will be asked to vote on (a) the proposal to adopt the Merger Agreement (the “Merger Proposal”), (b) the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Transactions (the “Advisory Compensation Proposal”) and (c) the proposal to approve one or more adjournments of the Special Meeting, from time to time, to a later date or dates to solicit additional proxies if there are insufficient votes to adopt the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

The board of directors of Kennedy Wilson (the “Board”) formed a special committee of the Board comprised solely of directors that the Board determined, based on information previously discussed with, furnished to or otherwise disclosed to and reviewed by the Board, met the criteria of a disinterested director under Delaware law (the “Special Committee”), which, among other things, reviewed, evaluated and negotiated the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, in consultation with its independent legal and financial advisors and, where appropriate, with Kennedy Wilson’s management and legal advisors. The Special Committee, as more fully described in the accompanying proxy statement, unanimously (i) determined the Merger Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, to be advisable and in the best interests of the Company and its Public Stockholders (as defined in the proxy statement), (ii) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, the Unaffiliated Security Holders (as defined in the proxy statement) and (iii) approved and declared that the Merger Agreement and the Transactions, including the Merger, are advisable. 

After discussions with the Special Committee, the Special Committee’s independent legal and financial advisors and the Company’s legal advisor, the Board (i) determined and declared the Merger Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, to be advisable, fair to the Unaffiliated Security Holders and in the best interests of the Company and its stockholders, including the Public Stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein and (iv) recommended the adoption of the Merger Agreement by the stockholders of the Company.

The Board recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the Advisory Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares you own. Approval of the Merger Proposal requires (i) the affirmative vote of a majority of the outstanding voting power of (a) the Company Common Stock, (b) the Company Series A Preferred Stock (on an as converted basis), (c) the Company Series B Preferred Stock (based on the number of outstanding warrants issued in connection with the issuance of the Company Series B Preferred Stock and in accordance with the certificate of designations governing the Company Series B Preferred Stock) and (d) the Company Series C Preferred Stock (based on the number of outstanding warrants issued in connection with the issuance of the Company Series C Preferred Stock and in accordance with the certificate of designations governing the Company Series C Preferred Stock), in each case, entitled to vote on the Merger Proposal, voting as a single class, and (ii) the affirmative vote of at least two-thirds of the outstanding voting power of the Company Voting Stock entitled to vote on the Merger Proposal, excluding the Company Voting Stock “owned” (as such term is defined in DGCL Section 203) by the Consortium Parties and their respective “affiliates” and “associates” (as such terms are defined in DGCL Section 203).

Under the terms of the Merger Agreement, approval of each of the Advisory Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority in voting power of the votes cast (excluding abstentions and broker non-votes (if any)) by the stockholders present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote on such proposal. If you fail to vote on the Merger Proposal, the effect will be the same as a vote against such proposal and will have no effect on the outcome of the vote on the Advisory Compensation Proposal or the Adjournment Proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger, the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal to be considered at the Special Meeting. The accompanying proxy statement also describes the actions and determinations of the Board and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement and the Merger. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

In connection with the execution of the Merger Agreement, (i) the Company entered into Voting and Support Agreements (the “Voting and Support Agreements”) with each Consortium Party and, as applicable, Hamblin Watsa Investment Counsel Ltd., a corporation organized under the laws of Canada, pursuant to which, among other things, each Consortium Party agreed to vote all of their shares of Company Voting Stock in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, in each case, subject to the terms and conditions contained in the Voting and Support Agreements; and (ii) William J. McMorrow, Matthew Windisch, In Ku Lee and certain affiliates of Fairfax entered into Rollover Agreements (the “Rollover Agreements”) with Parent and, as applicable, Kona Management Holdco, LLC, a Delaware limited liability company (“Holdco”), pursuant to which, among other things, each Rollover Stockholder has agreed to, immediately prior to the Effective Time, directly or indirectly contribute all of the shares of Company Common Stock specified therein to (a) Parent or (b) Holdco, which will thereafter contribute such shares to Parent (such shares, collectively, the “Rollover Shares”), and Parent has agreed, concurrently with such contribution, to accept such Rollover Shares in exchange for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent. Copies of the Voting and Support Agreements and Rollover Agreements are attached as Annex B-1, Annex B-2, Annex D-1 and Annex D-2 to the proxy statement.

Even if you expect to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card), so that your shares can be voted at the Special Meeting. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to grant your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

Notice is given that a special meeting of stockholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Kennedy-Wilson Holdings, Inc., a Delaware corporation (“Kennedy Wilson” or the “Company”), will be held on [•], 2026, at [•], Pacific Time. The Special Meeting will be held by means of remote communication via a live interactive webcast on the internet at www.virtualshareholdermeeting.com/KW2026SM.

The Special Meeting will be held for the following purposes:

Approval of the Merger Proposal requires (i) the affirmative vote of a majority of the outstanding voting power of (a) the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”), (b) the Company’s 5.75% Series A Cumulative Perpetual Convertible Preferred Stock (on an as-converted basis), (c) the Company’s 4.75% Series B Cumulative Perpetual Preferred Stock (the “Company Series B Preferred Stock”) (based on the number of outstanding warrants issued in connection with the issuance of the Company Series B Preferred Stock and in accordance with the certificate of designations governing the Company Series B Preferred Stock) and (d) the Company’s 6.00% Series C Cumulative Perpetual Preferred Stock (the “Company Series C Preferred Stock”) (based on the number of outstanding warrants issued in connection with the issuance of the Company Series C Preferred Stock and in accordance with the certificate of designations governing the Company Series C Preferred Stock) (the securities described in clauses (a)-(d), collectively, the “Company Voting Stock”), in each case, entitled to vote on the Merger Proposal, voting as a single class, and (ii) the affirmative vote of at least two-thirds of the outstanding voting power of the Company Voting Stock entitled to vote on the Merger Proposal, excluding the Company Voting Stock “owned” (as such term is defined in DGCL Section 203) by (1) William J. McMorrow, William J. McMorrow Revocable Trust, Matthew Windisch, In Ku Lee and (2) certain affiliates of Fairfax Financial Holdings Limited that hold shares of Company Voting Stock (clauses (1) and (2) together, the “Consortium Parties”) and their respective “affiliates” and “associates” (as such terms are defined in DGCL Section 203) (the requisite votes described in the preceding clauses (i) and (ii), together, the “Company Stockholder Approvals”).

Approval of each of the Advisory Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority in voting power of the votes cast by the stockholders present by means of remote communication or represented by proxy at the Special Meeting and entitled to vote on such proposal.

The Special Meeting will begin promptly at [•], Pacific Time. Online check-in will begin at [•], Pacific Time, and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form in order to be deemed to be present and to vote your shares at the Special Meeting.

Only the Company’s stockholders as of the close of business on [•], 2026, the record date fixed by the Company’s Board of Directors (the “Board”), are entitled to notice of, and to vote at, the Special Meeting.

The Board recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the Advisory Compensation Proposal and (3) “FOR” the Adjournment Proposal.

The Merger Agreement and the Merger are further described in the accompanying proxy statement, which proxy statement is incorporated herein by reference. A copy of the Merger Agreement and the Amendment to Agreement and Plan of Merger, dated as of March 15, 2026, are attached as Annex A-1 and Annex A-2 to the proxy statement and are incorporated herein by reference.

Even if you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting in person and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares voted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote against the Merger Proposal.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

“Board” means the board of directors of Kennedy-Wilson Holdings, Inc.

“Buyer Filing Parties” means, collectively, Parent, Merger Sub, Holdco, William J. McMorrow, the William J. McMorrow Revocable Trust, In Ku Lee, Matthew Windisch and the Fairfax Filing Parties.

“Certificates of Designations” means, collectively, the Series A Certificate of Designations, the Series B Certificate of Designations and the Series C Certificate of Designations.

“Closing” means the closing of the Merger.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means collective bargaining agreement, agreement with any works council or similar labor contract.

“Company” or “Kennedy Wilson” means Kennedy-Wilson Holdings, Inc., a Delaware corporation.

“Company Associate” means each current or former officer, employee, individual independent contractor or non-employee director of, or to, the Company or any of its subsidiaries.

“Company Bonus Unit” means a bonus unit granted pursuant to a Company Bonus Unit Agreement granted to an employee of the Company.

“Company Bonus Unit Agreement” means each individual letter agreement by and between the Company and an employee of the Company that provides for a grant of Company Bonus Units.

“Company Common Stock” means the common stock of the Company, par value $0.0001 per share.

“Company Disclosure Letter” means the confidential disclosure letter prepared by the Company and delivered to Parent and Merger Sub in connection with the execution and delivery of the Merger Agreement.

“Company Equity Award” means any Company RSU, Company PSU or Company Bonus Unit.

“Company Plans” means, collectively, each employee benefit plan (as defined in Section 3(3) of ERISA, whether or not subject to ERISA, including any similar plan subject to laws of a jurisdiction outside of the United States), bonus, pension, profit sharing, incentive compensation, phantom equity, stock option, stock purchase, restricted stock, restricted stock unit or other equity based or long-term incentive compensation, deferred compensation, employment, individual consulting, retiree medical or life insurance, retirement, vacation, sick, severance, disability, death benefit, medical, welfare, fringe benefit or other compensation or employee benefits, change-in-control, retention, termination or severance agreement, plan, program or arrangement, in each case, to which the Company or any of its subsidiaries is a party, with respect to which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise), or which is maintained, contributed to or sponsored by the Company or any of its subsidiaries for the benefit of any Company Associate, other than any agreement, plan, program or arrangement that is sponsored or maintained by a non-U.S. governmental authority.

“Company Preferred Stock” means Preferred Stock of the Company, par value $0.0001 per share, including the Company Series A Preferred Stock, the Company Series B Preferred Stock and the Company Series C Preferred Stock.

“Company PSU” means each restricted stock unit with respect to Company Common Stock subject to performance-based vesting conditions.

“Company RSU” means each restricted stock unit with respect to Company Common Stock subject solely to service-based vesting conditions.

“Company Series A Preferred Stock” means the Company’s 5.75% Series A Cumulative Perpetual Convertible Preferred Stock.

“Company Series B Preferred Stock” means the Company’s 4.75% Series B Cumulative Perpetual Preferred Stock.

“Company Series B Warrants” means each warrant issued in connection with the Company Series B Preferred Stock pursuant to that certain Warrant Agreement, dated as of March 8, 2022.

“Company Series C Preferred Stock” means the Company’s 6.00% Series C Cumulative Perpetual Preferred Stock.

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

“Company Stockholder Approvals” means (i) the affirmative vote of a majority of the outstanding voting power of (a) the Company Common Stock, (b) the Company Series A Preferred Stock (on an as-converted basis), (c) the Company Series B Preferred Stock (based on the number of Company Series B Warrants outstanding and in accordance with the Series B Certificate of Designations) and (d) the Company Series C Preferred Stock (based on the number of Company Series C Warrants outstanding and in accordance with the Series C Certificate of Designations), in each case, entitled to vote on the Merger Proposal, voting as a single class, and (ii) the affirmative vote of at least two-thirds of the outstanding voting power of the Company Voting Stock entitled to vote on the Merger Proposal, excluding the Company Voting Stock “owned” (as such term is defined in DGCL Section 203) by the Consortium Parties and their respective “affiliates” and “associates” (as such terms are defined in DGCL Section 203).

“Company Voting Stock” means (i) the Company Common Stock, (ii) Company Series A Preferred Stock, (iii) the Company Series B Preferred Stock and (iv) the Company Series C Preferred Stock.

“Company Warrants” means, collectively, the Company Series B Warrants and the Company Series C Warrants.

“Consortium Parties” means, collectively, (i) William J. McMorrow, William J. McMorrow Revocable Trust, Matthew Windisch and In Ku Lee and (ii) certain affiliates of Fairfax that hold shares of Company Voting Stock.

“DGCL” means the General Corporation Law of the State of Delaware.

“DGCL Section 203” means Section 203 of the DGCL.

“DGCL Section 262” means Section 262 of the DGCL, relating to appraisal rights.

“Dissenting Shares” means shares of Company Common Stock owned by any stockholder of the Company who has neither voted in favor of the Merger nor consented thereto in writing and who has validly demanded and not withdrawn appraisal rights in accordance with DGCL Section 262.

“Effective Time” means such date and time at which the Merger becomes effective.

“Eldridge” means, collectively, affiliates of Eldridge Industries, LLC, as holders of the Company Series A Preferred Stock.

“Equity Commitment Letter” means the equity commitment letter entered into on February 16, 2026 by and among Fairfax, Parent and Merger Sub.

“Equity Financing” means the equity financing to be provided by Fairfax pursuant to the Equity Commitment Letter.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Shares” means each share (i) held in the treasury of the Company or owned by any direct or indirect wholly owned subsidiary of the Company or (ii) held, directly or indirectly, by Parent or Merger Sub or any of their direct or indirect wholly owned subsidiaries.

“Existing Credit Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of September 12, 2024, among Kennedy-Wilson, Inc., as borrower, the Company and certain of its subsidiaries from time to time party thereto, as guarantors, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as letter of credit issuers.

“Existing Notes Indenture” means that certain Indenture, dated as of March 25, 2014, between Kennedy-Wilson, Inc. and Wilmington Trust, National Association, as trustee, as supplemented by the Supplemental Indenture No. 2029-1, dated as of February 11, 2021, the Supplemental Indenture No. 2031-1, dated as of February 11, 2021, the Supplemental Indenture No. 2029-2, dated as of August 4, 2021, the Supplemental Indenture No. 2031-2, dated as of August 4, 2021, the Supplemental Indenture No. 2030-1, dated as of August 23, 2021, the Supplemental Indenture No.

2029-3, dated as of May 12, 2022, the Supplemental Indenture No. 2031-3, dated as of May 12, 2022, the Supplemental Indenture No. 2030-2, dated as of May 12, 2022, the Supplemental Indenture No. 2029-4, dated as of December 14, 2023, the Supplemental Indenture No. 2031-4, dated as of December 14, 2023, the Supplemental Indenture No. 2030-3, dated as of December 14, 2023, the Supplemental Indenture No. 2029-5, dated as of September 12, 2024, the Supplemental Indenture No. 2031-5, dated as of September 12, 2024, and the Supplemental Indenture No. 2030-4, dated as of September 12, 2024.

“Fairfax” means Fairfax Financial Holdings Limited, a Canadian holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.

“Fairfax Filing Parties” means, collectively, Fairfax, V. Prem Watsa and certain affiliated holding companies and insurance subsidiaries of Fairfax, as specified in the proxy statement.

“GAAP” means generally accepted accounting principles in the United States.

“Holdco” means Kona Management Holdco, LLC, a Delaware limited liability company.

“Holders” means the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and entitled to receive the Merger Consideration.

“HWIC” means Hamblin Watsa Investment Counsel, Ltd., a wholly owned subsidiary of Fairfax.

“Investment Property” means, collectively, any real property that the Company and its subsidiaries primarily hold (in whole or in part), or will primarily hold (in whole or in part), for investment, management, recapitalization or any other income, return or profit generating purposes whatsoever, including as owner, ground lessor, lessor, sublessor, licensor, ground lessee, lessee, sublessee, licensee, operator, manager, member, general or limited partner, lender (whether secured or unsecured), investor, advisor, property or asset manager, broker or agent, or any other similar capacity, in each case, in connection with or on behalf of the Company’s consolidated portfolio or co-investment portfolio.

“Joint Bidding Agreement” means the Joint Bidding Agreement entered into on November 4, 2025, by and among Holdco and certain affiliates of Fairfax.

“Merger” means the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a subsidiary of Parent.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of February 16, 2026, by and among the Company, Parent and Merger Sub, as it has been or may be amended, supplemented or modified from time to time.

“Merger Agreement Amendment” means the Amendment to the Merger Agreement, dated as of March 15, 2026, by and among the Company, Parent and Merger Sub.

“Merger Consideration” means $10.90 in cash per share of Company Common Stock, without interest.

“Merger Sub” means Kona Merger Subsidiary, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent.

“NYSE” means the New York Stock Exchange.

“Outside Date” means November 16, 2026.

“Parent” means Kona Bidco, LLC, a Delaware limited liability company.

“Paying Agent” means a nationally recognized bank or trust company appointed by Parent to act as agent for the purpose of effecting payments to the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and entitled to receive the Merger Consideration.

“Pre-Closing Period” means the period from February 16, 2026 until the earlier of the Effective Time and the termination of the Merger Agreement.

“Public Stockholders” means, collectively, the holders of the issued and outstanding shares of Company Common Stock, excluding the Consortium Parties and their respective affiliates (including each immediate family member (as defined in Item 404 of Regulation S-K under the Securities Act) of any Consortium Party and any trust or

other entity (other than the Company or any of its subsidiaries) in which any Consortium Party or any such immediate family member thereof holds (or in which more than one of such individuals collectively hold), beneficially or otherwise, a voting, proprietary, equity or other financial interest).

“Record Date” means [•], 2026.

“Rollover Agreements” means the rollover agreements entered into on February 16, 2026, by the Rollover Stockholders, Parent and, as applicable, Holdco.

“Rollover Shares” means the shares of Company Common Stock contributed, directly or indirectly, by the Rollover Stockholders to Parent or Holdco (which will thereafter contribute such shares to Parent) pursuant to the Rollover Agreements.

“Rollover Stockholders” means William J. McMorrow, Matthew Windisch, In Ku Lee and certain affiliates of Fairfax that hold shares of Company Common Stock, who entered into Rollover Agreements on February 16, 2026.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Documents” means certain documents filed with, or furnished to, the SEC by the Company through February 13, 2026.

“Securities Act” means the Securities Act of 1933, as amended.

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

“Series B Certificate of Designations” means the Certificate of Designations Establishing the Company Series B Preferred Stock, dated as of March 8, 2022.

“Series B Holders” means Holders of shares of Company Series B Preferred Stock.

“Series C Certificate of Designations” means the Certificate of Designations Establishing the Company Series C Preferred Stock, dated as of June 15, 2023.

“Series C Holders” means Holders of shares of Company Series C Preferred Stock.

“Special Committee” means the special committee of independent and disinterested directors of the Board established on November 4, 2025, consisting of Richard Boucher, Michael Eisner, Jeffrey Meyers, Nadine Watt and Stanley Zax.

“Special Meeting” means the special meeting of Kennedy Wilson’s stockholders to be held to vote on the Merger Proposal and related proposals.

“Surviving Company” means the Company, as the entity surviving the Merger.

“Third A&R Facility” means the $550.0 million revolving line of credit under the Existing Credit Agreement.

“Transactions” means the transactions contemplated by the Merger Agreement, including the Merger.

“Unaffiliated Security Holders” means the “unaffiliated security holders” of the Company, as defined in Rule 13e-3(a) under the Exchange Act.

“Voting and Support Agreements” means the voting and support agreements entered into on February 16, 2026, by the Company, the Consortium Parties and, as applicable, HWIC, in its capacity as investment manager and/or pursuant to a power of attorney on behalf of the affiliates of Fairfax.

The following questions and answers address some commonly asked questions regarding the Merger Agreement and the Merger, as well as the Special Meeting. These questions and answers may not address all questions you may have or that are important to you as a stockholder of Kennedy Wilson. Kennedy Wilson encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which Kennedy Wilson refers in this proxy statement in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement entitled “Where You Can Find Additional Information” beginning on page 220.

The following chronology summarizes key meetings, deliberations and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every conversation or correspondence involving the members of the Board or the Special Committee, the representatives of the Company, the Special Committee or the Consortium, or any other person.

Kennedy Wilson was founded in 1977 and acquired by William J. McMorrow, the Company’s current chairman and chief executive officer, and partners in 1988. The Company completed an initial public offering in 1992 and was subsequently taken private in 2004 which resulted in Mr. McMorrow owning a majority of the then-outstanding common stock of the Company. In November 2009, the Company went public again and the Company Common Stock became listed on the NYSE.

Since the Company went public in 2009, the Board and Company management have, from time to time and working with financial and legal advisors, evaluated the Company’s performance and operations, financial condition and opportunities and growth prospects in light of then-current business and economic conditions, as well as overall trends in the market, across a range of scenarios and potential future developments in the industries in which it operates. These reviews and evaluations have included (without limitation and as applicable) a range of recapitalization, financing, strategic and related transactions.

In May 2010, the Company established a strategic relationship with Fairfax. Since 2010, the Company and Fairfax have expanded their partnership and collaborated on various real estate acquisitions and real estate-related debt investments in the United States, Europe and Japan. In addition, since the beginning of the Company’s relationship with Fairfax, members of the Company management and Fairfax have, from time to time, discussed at a preliminary level a number of various potential transactions and opportunities, including, without limitation, a range of recapitalization, financing, strategic and related transactions. 

Between 2019 and 2023, as part of an effort to reduce its outstanding indebtedness and fund its real estate investments and development pipeline, the Company issued three series of preferred stock to strategic equity investors, as described in the next two paragraphs.

On October 17, 2019, the Company issued 300,000 shares of Company Series A Preferred Stock to affiliates of Eldridge Industries (collectively, “Eldridge”) for $300 million. The holders of the Company Series A Preferred Stock are entitled to vote their shares of Company Series A Preferred Stock with holders of the Company Common Stock as a single class on an as-converted basis.

On March 8, 2022, the Company issued 300,000 shares of Company Series B Preferred Stock and Company Warrants to purchase approximately 13 million shares of Company Common Stock to affiliates of Fairfax for $300 million. On June 16, 2023, the Company issued 200,000 shares of Company Series C Preferred Stock and Company Warrants to purchase approximately 12 million shares of Company Common Stock to affiliates of Fairfax for $200 million. Each of the purchase agreements in respect of the Company Series B Preferred Stock and the Company Series C Preferred Stock contained a “standstill” provision that, among other things, prohibits Fairfax (either alone or as part of a “group” (within the meaning of the Exchange Act)) from seeking to effect, or proposing, a tender offer, merger or other business combination involving the Company. Series B Holders and Series C Holders are entitled to vote with the holders of the Company Common Stock as a single class to the extent of such holders’ ownership of the related Company Warrants, except that Series C Holders do not have the right to vote the Company Series C Preferred Stock to the extent that such right to vote would result in such holders, or a “person” or “group” (within the meaning of the Exchange Act) that includes such holders, having voting power in excess of 19.9% of the then-outstanding shares of Company Common Stock (unless the requisite approval of the holders of the Company Common Stock is obtained).

On October 19, 2025, Mr. McMorrow, Matthew Windisch, the Company’s President, and In Ku Lee, the Company’s General Counsel, met with representatives of Fairfax to engage in exploratory discussions regarding a potential acquisition of the Company in which Mr. McMorrow and Fairfax would participate as members of a potential buyer consortium. Following this meeting, Mr. McMorrow engaged Debevoise & Plimpton LLP (“Debevoise”) to represent himself and the possible buyer consortium in connection with a potential transaction. Thereafter, until November 4, 2025, Mr. McMorrow, Mr. Lee, Mr. Windisch and representatives of Fairfax, Debevoise and Allen Overy Shearman Sterling LLP (“A&O Shearman”), legal advisor to Fairfax, discussed the terms of a possible proposal letter and a possible Joint Bidding Agreement with respect to a potential transaction. These discussions regarding a possible

proposal, including the Joint Bidding Agreement and related arrangements, were undertaken with the understanding that any such proposal would be presented to the Board for its consideration and any such potential transaction would be subject to and conditioned upon the review and approval of the Board and a special committee of independent and disinterested directors, and that neither the Joint Bidding Agreement nor any related arrangements would result in any transaction involving the Company absent such approval.

In late October 2025, Mr. McMorrow and a representative of Fairfax spoke with certain members of the Board and informed them that Mr. McMorrow and representatives of Fairfax had engaged in preliminary discussions regarding a potential acquisition of the Company in which Mr. McMorrow and Fairfax would participate as members of a potential buyer consortium. Mr. McMorrow indicated that, if such discussions progressed, the Board would need to consider the formation of a special committee of independent and disinterested directors to, among other things, review, evaluate and determine whether to pursue, and negotiate (or oversee the negotiation of), a potential transaction involving the Company, and that any such special committee would need to engage its own independent legal and financial advisors.

On November 4, 2025, the Board (excluding Mr. Burton) held a meeting in person and via videoconference, with certain members of the Company’s senior management in attendance. At the meeting, Mr. McMorrow advised the Board that, in order to present a proposal with the Board’s approval, he and Fairfax had discussed the formulation of a proposal and various arrangements among themselves in support of such a proposal, and Mr. Lee reported to the Board that such discussions, including the Joint Bidding Agreement and related arrangements necessary to the making of the proposal, would require certain securities filings with the SEC. Mr. McMorrow then presented a letter from himself and Fairfax proposing to acquire, together with certain other current senior executive officers of the Company (such buyer consortium, collectively, the “Consortium”), via a to-be-formed jointly-held holding company, all of the outstanding shares of Company Common Stock not already owned by members of the Consortium for cash consideration of $10.25 per share (the “November 4 Proposal”). The November 4 Proposal stated that it was not subject to a financing condition and that no financing condition would be included in any definitive merger agreement in respect of the proposed transaction. The November 4 Proposal further stated that (i) the Consortium expected the Board to establish a special committee of independent directors fully empowered to review and accept or reject the November 4 Proposal or any other proposal the Consortium or any unaffiliated third-party makes, (ii) the Consortium was only interested in acquiring the shares of Company Common Stock not already owned by members of the Consortium (and that the members of the Consortium were not interested in selling their shares of Company Common Stock to another party or voting, in their capacity as stockholders of the Company, in favor of any alternative transaction), and (iii) even if a transaction did not occur, the relationship among the Consortium members and the Company would not be adversely affected, and members of the Consortium, and their respective affiliates, as applicable, presently intended to remain as long-term shareholders of the Company.

After Mr. McMorrow summarized the November 4 Proposal for the Board, he and the other members of the Company management departed, other than Mr. Lee, who remained to facilitate procedural steps with respect to the meeting. The remaining independent directors then unanimously adopted resolutions to establish a special committee of the Board (the “Special Committee”), initially consisting of Michael Eisner, Jeffrey Meyers and Stanley Zax, each of whom the Board determined, based on information previously discussed with, furnished to or otherwise disclosed to and reviewed by the Board, met the criteria of a disinterested director under Delaware law with respect to the November 4 Proposal or any alternative thereto (either of the foregoing, a “Potential Transaction”), following a discussion in which the Board considered the nature and extent of each proposed member’s relationships with the Company, Mr. McMorrow, Fairfax and their respective affiliates, including that none of them was a party to any Potential Transaction or had a material interest in, or a material relationship with a person that had a material interest in, any Potential Transaction, and that each satisfied the applicable criteria for determining director independence from the Company, each member of Company management, including Mr. McMorrow, and Fairfax, and their respective affiliates, under the rules promulgated by the NYSE. The Board delegated to the Special Committee the authority to, among other things, review, evaluate and determine whether a Potential Transaction is fair to, and in the best interests of, the Company and its stockholders, including the Unaffiliated Security Holders, and, if the Special Committee deems appropriate, recommend to the Board that the Board approve any Potential Transaction. The Board further determined that (i) it would not approve a Potential Transaction without a prior favorable recommendation of the Special Committee and (ii) it was in the best interests of the Company and its stockholders to approve, and approved, an exception from the application of state anti-takeover laws for (a) the Consortium and (b) the entry into the Joint Bidding Agreement, such that the Consortium would not constitute an “interested stockholder” under any such state anti-takeover laws.

Following the Board meeting on November 4, 2025, the Company filed with the SEC a Current Report on Form 8-K to disclose the November 4 Proposal and the formation of the Special Committee to evaluate a Potential Transaction, which attached a copy of the November 4 Proposal as an exhibit. Each of Mr. McMorrow and Fairfax filed an amendment to its Schedule 13D with respect to the Company on November 4, 2025 and November 5, 2025, respectively, to disclose the November 4 Proposal and the Joint Bidding Agreement. The closing price of the Company Common Stock on November 4, 2025, the last trading day prior to the public disclosure of the November 4 Proposal, was $7.47 per share. From November 4, 2025, through the signing of the Merger Agreement, and as of the date of this Proxy Statement, the Consortium collectively owned, directly or indirectly, approximately 24% of the voting power of the Company, accounting for the fact that Series C Holders do not have the right to vote the Company Series C Preferred Stock to the extent that such right to vote would result in such holders, or a “person” or “group” (within the meaning of the Exchange Act) that includes such holders, having voting power in excess of 19.9% of the then-outstanding shares of Company Common Stock.

Following the formation of the Special Committee on November 4, 2025, members of the Special Committee discussed and considered several potential independent legal and financial advisors, including, among others, Cravath, Swaine & Moore LLP (“Cravath”) and Moelis & Company LLC (“Moelis”).

On November 5, 2025, a member of the Special Committee contacted a representative of Cravath to discuss the possibility of Cravath acting as independent legal advisor to the Special Committee.

On November 7, 2025, members of the Special Committee held a meeting with representatives of Moelis to discuss the possibility of Moelis acting as independent financial advisor to the Special Committee. At the meeting, representatives of Moelis stated that they were not aware of any engagements of Moelis with Fairfax, Mr. McMorrow or the Company, which was subsequently confirmed in written disclosures dated November 17, 2025. Later that day, the Special Committee determined to engage Moelis as independent financial advisor to the Special Committee in light of, among other things, its qualifications and experience in advising special committees in similar contexts.

On November 10, 2025, the Special Committee determined to engage Cravath as independent legal advisor to the Special Committee in light of, among other things, Cravath’s qualifications and experience in representing special committees in similar contexts. The Special Committee subsequently formally engaged Cravath to represent the Special Committee as its independent legal advisor.

On November 12, 2025, representatives of the Consortium confirmed to a member of the Special Committee that in addition to Mr. McMorrow, Mr. Lee and Mr. Windisch were also members of the Consortium, and that Mr. McMorrow, Mr. Lee and Mr. Windisch were the only members of Company management that were members of the Consortium such that Fairfax, Mr. McMorrow, Mr. Lee and Mr. Windisch constituted the entirety of the Consortium.

On November 14, 2025, representatives of Moelis sent representatives of Cravath a draft of a proposed engagement letter with respect to Moelis’ engagement as independent financial advisor to the Special Committee. The Special Committee and representatives of Cravath thereafter negotiated the engagement letter with Moelis, which was ultimately executed on November 24, 2025.

On November 16, 2025, representatives of Moelis sent an initial due diligence information request list to, and requested a meeting with, Company management. On November 17, 2025, certain members of Company management that were not members of the Consortium and Mr. Lee and Mr. Windisch, in their respective capacities as the Company’s General Counsel and President, met with representatives of Moelis and Cravath via videoconference to review and discuss information required for Moelis to perform its due diligence and financial analysis of the Company and its businesses. During that discussion, representatives of Moelis and Company management agreed that the due diligence process would be conducted through members of Company management who were not members of the Consortium, and not through Mr. Lee or Mr. Windisch, except to the extent that their participation was specifically required in their respective capacities as General Counsel and President. Later that day, representatives of Moelis also provided to the Special Committee (via Cravath) written disclosures of relationships between Moelis, on the one hand, and Fairfax, Mr. McMorrow and the Company, on the other hand, as more fully described in the section of this proxy statement entitled “— Opinion of the Special Committee’s Financial Advisor” below.

On November 17, 2025, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance, to discuss and consider certain organizational and other matters related to the formation of the Special Committee and its evaluation of a Potential Transaction. At the meeting, representatives of Cravath discussed with the Special Committee the details of the November 4 Proposal, including that the transaction

contemplated by the November 4 Proposal was conditioned on the approval of the Special Committee but not on the approval by a majority of the votes cast by disinterested stockholders (a “Majority of the Minority Condition”). Representatives of Cravath also reviewed with the Special Committee various legal matters, including (i) the fiduciary duties of the members of the Special Committee under Delaware law in the context of a Potential Transaction, (ii) the role of the Special Committee and its mandate and authority, including that the Special Committee was fully empowered to negotiate, and make a recommendation for or against, a Potential Transaction (and that the Board would not approve any Potential Transaction or recommend any Potential Transaction for approval by the Company’s stockholders without a prior favorable recommendation of the Special Committee) and (iii) the possibility of subjecting a Potential Transaction to a Majority of the Minority Condition. Representatives of Cravath and Moelis also discussed the benefits of providing Moelis with sufficient time to complete its due diligence and financial analysis of the Company and its businesses, and to prepare and present to the Special Committee a preliminary financial analysis of the Company and its businesses, before the Special Committee evaluated the November 4 Proposal and made a determination as to whether the November 4 Proposal warranted engagement with the Consortium. The Special Committee directed Moelis to coordinate with the Company to obtain the information necessary to prepare its preliminary financial analysis. The Special Committee also determined that it would not engage with the Consortium regarding the November 4 Proposal before Moelis presented its preliminary financial analysis to the Special Committee.

On November 18, 2025, representatives of Moelis and Cravath were provided access to an electronic data room, which the Company subsequently populated with certain information and materials regarding the Company’s business, operations and financial condition and other pertinent due diligence information.

Between November 20, 2025 and December 10, 2025, representatives of Moelis met with representatives of Company management via videoconference on several occasions to review information and materials regarding the Company’s business, operations and financial condition and other pertinent due diligence information. Mr. Lee and Mr. Windisch attended certain initial meetings in their respective capacities as the Company’s General Counsel and President, but, consistent with the process agreed by representatives of Moelis and Company management, were generally not involved in subsequent diligence meetings except to the extent their participation was specifically required in those capacities. Representatives of Cravath were also in attendance at these meetings. During these meetings, representatives of Company management discussed with representatives of Moelis, among other things, the fact that the Company had prepared corporate-level projections in 2024 (covering a three-year period) in connection with the Company’s recast of its corporate unsecured line of credit, which would be provided to Moelis and Cravath, but that the Company does not maintain corporate-level projections in the ordinary course, had not recently prepared long-term corporate-level projections for the Company and possesses only limited forward-looking financial information regarding the Company.

On November 24, 2025, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. Representatives of Moelis provided the Special Committee with an update regarding Moelis’ ongoing due diligence of the Company and its businesses. Representatives of Moelis reviewed certain materials related to the Company’s business, operations and financial condition that representatives of the Company had made available to Moelis. Among the matters discussed were (i) the fact that only limited forward-looking financial information regarding the Company was made available and that such forward-looking financial information was outdated and covered only a short-term period, (ii) the fact that Company management does not maintain in the ordinary course, and had not recently prepared, long-term corporate-level projections for the Company, (iii) the view that any newly created long-term projections prepared in the context of the Special Committee’s process would have limited utility, given, among other things, (a) the inherent challenges in producing such projections in light of the complexity of the Company’s business model as both a real estate investment company and as an investment manager, and the frequency with which the Company acquired and sold assets; and (b) the fact that certain key members of Company management that would assist with the preparation of any such projections were members of the Consortium, (iv) the limited utility of using available equity research models because, among other reasons, only one model included a detailed multi-year forecast and (v) Moelis’ view that it could complete its financial analysis of the Company based on the existing financial and operating information then made available by Company management, subject to receiving and evaluating any material updates to such information as the process continued. Following this discussion, the Special Committee directed Moelis to proceed on that basis.

Between December 3, 2025 and December 9, 2025, representatives of Cravath held calls with each member of the Special Committee to discuss the potential appointment of additional disinterested directors with relevant qualifications

to the Special Committee in light of the value of obtaining additional perspectives from such disinterested directors in evaluating a Potential Transaction, including as a result of the limited forward-looking financial information available regarding the Company as discussed at the Special Committee’s November 24 meeting.

On December 3, 2025, a member of the Special Committee sent representatives of Moelis and Cravath an Excel file containing two scenarios for potential value creation for the Company, which had been prepared by the beneficial owner of the Company Series A Preferred Stock, on or about August 19, 2025 (the “Illustrative Sensitivity”). The member of the Special Committee conveyed to representatives of Moelis that Company management had previously reviewed the Illustrative Sensitivity and noted that it contained material errors, which Moelis subsequently independently confirmed and communicated to the Special Committee on December 23, 2025 and further discussed with the Special Committee on January 19, 2026, following Moelis’ evaluation of the Illustrative Sensitivity in connection with preparing its preliminary financial analysis and perspectives on the November 4 Proposal and strategic alternatives. On the same day, the member of the Special Committee also informed representatives of Cravath that a potential financial advisor had informed him that Party A, a private equity firm, might be interested in exploring a Potential Transaction with the Company. As described below, Party A subsequently informed representatives of Moelis, in response to Moelis’ outreach, that Party A was not interested in exploring a Potential Transaction with the Company.

On December 11, 2025, the Special Committee held a meeting via videoconference with representatives of Cravath in attendance. Among the matters discussed were (i) the potential benefits of pursuing the appointment of additional disinterested directors with relevant qualifications to the Special Committee in light of the value of obtaining additional perspectives from such disinterested directors in evaluating a Potential Transaction, including as a result of the limited forward-looking financial information available regarding the Company as discussed at the Special Committee’s November 24 meeting, and (ii) the respective qualifications of certain disinterested directors, including based on their familiarity with the Company and expertise in the real estate industry and financial transactions and valuation. The Special Committee determined that the Special Committee would benefit from expanding its membership to account for the additional perspectives provided by directors with such familiarity and expertise and that, as a result, it was advisable to contact each of Richard Boucher and Nadine Watt, both independent directors, based on their respective qualifications. Members of the Special Committee subsequently held discussions with each such director regarding their potential appointment to the Special Committee.

On December 18, 2025, the Board held a meeting via videoconference (with Mr. McMorrow and Mr. Burton not in attendance), with representatives of Cravath and Latham & Watkins LLP (“Latham”), legal advisor to the Company, in attendance, and unanimously adopted resolutions to expand the size of the Special Committee and designate Mr. Boucher and Ms. Watt as additional members of the Special Committee. In appointing Mr. Boucher and Ms. Watt to the Special Committee, the Board determined, based on information previously discussed with, furnished to or otherwise disclosed to and reviewed by the Board, that each met the criteria of a disinterested director under Delaware law with respect to a Potential Transaction, and that each satisfied the applicable criteria for determining director independence from the Company, each member of Company management, including Mr. McMorrow, and Fairfax, and their respective affiliates, under the rules promulgated by the NYSE.

Subsequently, on December 19, 2025 and December 20, 2025, representatives of Cravath and Moelis held calls with Ms. Watt and Mr. Boucher. During these calls, representatives of Cravath and Moelis provided an overview of the processes and deliberations of the Special Committee since the Company’s receipt of the November 4 Proposal. Representatives of Cravath also reviewed with each of Ms. Watt and Mr. Boucher various legal matters, including (i) the fiduciary duties of the members of the Special Committee under Delaware law in the context of a Potential Transaction, and (ii) the role of the Special Committee and its mandate and authority, including that the Special Committee was fully empowered to negotiate, and make a recommendation for or against, a Potential Transaction (and that the Board would not approve any Potential Transaction or recommend any Potential Transaction for approval by the Company’s stockholders without a prior favorable recommendation of the Special Committee). Representatives of Moelis also reviewed with Ms. Watt and Mr. Boucher materials which were previously presented to other members of the Special Committee on November 24, 2025 and noted Moelis’ view that it could complete its financial analysis of the Company based on the existing financial information made available by Company management. After having received these updates from Moelis and Cravath, Ms. Watt and Mr. Boucher agreed with the conclusion of the other members of the Special Committee from November 24, 2025 with respect to directing Moelis to conduct its financial analysis of the Company based on the existing financial information provided by Company management.

On December 23, 2025, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. Representatives of Moelis reviewed with the Special Committee Moelis’ preliminary

valuation analysis of the Company, including how the $10.25 per share of Company Common Stock consideration proposed in the November 4 Proposal compared to the various valuation metrics presented, which included sum-of-the-parts analyses utilizing selected publicly traded companies, selected precedent transactions and selected asset-level transactions. For more information regarding Moelis’ final valuation analyses, which were presented to the Special Committee on February 16, 2026, see the section of this proxy statement entitled “— Opinion of the Special Committee’s Financial Advisor” below. Representatives of Moelis also noted that Moelis had reviewed a net asset value analysis included in Company management’s second quarter 2025 presentation to the Board, which showed calculations to an illustrative net asset value per share range of approximately $11 to $19 as of June 30, 2025, and which excluded various factors that would be relevant to a go-private transaction and did not take into account, among other things, any net asset value discounts. Representatives of Moelis also noted that Moelis had reviewed the Illustrative Sensitivity but did not consider it for purposes of Moelis’ preliminary financial analysis, given that it contained material errors and relied on several key assumptions without empirical support, as previously discussed with a member of the Special Committee on December 3, 2025. Representatives of Moelis then reviewed with the Special Committee, and shared their perspectives on, certain strategic alternatives to the transaction contemplated by the November 4 Proposal, including (i) remaining a standalone public company; (ii) pursuing strategic discussions regarding a sale of the entire Company with other potential counterparties; and (iii) considering other strategic alternatives to a sale of the entire Company such as a sale or other disposition of certain businesses or assets of the Company. The Special Committee, with input from representatives of Moelis and Cravath, then considered potential next steps, including whether to explore a Potential Transaction with the Consortium or another counterparty and relevant factors, including (a) the consistent discount of the trading price of the Company Common Stock to the Company’s net asset value, including the net asset value per share as presented in Company management’s second quarter 2025 presentation to the Board, and the fact that the Company Common Stock had historically traded at a 30% or greater discount to the average of the then-covering equity research analysts’ net asset value per share, (b) the view of Moelis and the Special Committee that there were no recent events causing the trading price of the Company Common Stock to be artificially repressed, and the view of the Special Committee that there were no existing or planned corporate or strategic initiatives that would reasonably be expected to materially increase the value of the Company, (c) the complexity of the Company’s business model as both a real estate investment company and as an investment manager, (d) the Company’s high leverage levels, (e) the composition of the Consortium, including Fairfax’s ownership interest in and business relationship with the Company, and (f) the complexities applicable to various strategic alternatives to a sale of the entire Company, including in light of the Company’s lack of Real Estate Investment Trust (“REIT”) qualification and the tax consequences of certain strategic alternatives, which limited the utility of pursuing such alternatives. The Special Committee then discussed with representatives of Cravath and Moelis whether to contact additional counterparties to assess their interest in exploring a Potential Transaction with the Company and the optimal timing for any such outreach. As part of this discussion, representatives of Moelis reviewed with the Special Committee a list of potential counterparties to an alternative transaction involving the Company, including certain financial and strategic buyers, and noted that potential pure-play REIT buyers were unlikely to be interested in acquiring the entire Company due to the diversity of the Company’s operations and its lack of REIT qualification. Following additional discussion and consideration of the factors discussed earlier in the meeting, the Special Committee directed Moelis to respond to the Consortium by conveying that the Special Committee was open to exploring a Potential Transaction with the Consortium but that the Special Committee was not willing to engage further with the Consortium at the proposed offer price of $10.25 per share. The Special Committee also directed Moelis to conduct targeted outreach to a selected group of potential strategic and financial, non-REIT counterparties that Moelis, in consultation with the Special Committee, identified as those parties with experience in the Company’s industry that would be most likely to have the financial capacity, strategic rationale and interest to explore a Potential Transaction with the Company, including Party A, Party B and Party C as described below, beginning on January 5, 2026, to assess their interest in exploring a Potential Transaction with the Company, given that any outreach was more likely to garner interest following the upcoming holidays.

Later on December 23, 2025, a representative of Moelis, at the direction of the Special Committee, held a call with Mr. McMorrow, during which the representative of Moelis communicated that the Special Committee was open to exploring a Potential Transaction with the Consortium but that the Special Committee was not willing to engage further with the Consortium at the proposed offer price of $10.25 per share.

On December 26, 2025, a representative of Moelis held a call with Mr. Windisch, during which Mr. Windisch conveyed the Consortium’s desire to progress legal documentation and Fairfax’s desire to enter into a non-disclosure agreement with the Company that would allow the Consortium to evaluate potential financing arrangements with

respect to the Company’s outstanding corporate-level indebtedness in connection with a Potential Transaction. In response, the representative of Moelis reiterated that the Special Committee was not amenable to progressing these items or engaging further with the Consortium unless and until there was more alignment on a potentially acceptable offer price.

On December 27, 2025, a representative of Moelis held a call with Mr. McMorrow, during which Mr. McMorrow, on behalf of the Consortium, increased the Consortium’s offer to $10.50 in cash consideration per share of Company Common Stock not already owned by members of the Consortium (the “December 27 Proposal”).

On December 29, 2025, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. During the meeting, representatives of Moelis reviewed and discussed with the Special Committee the December 27 Proposal. Among the matters discussed was the Special Committee’s view that it was in the best interests of the Unaffiliated Security Holders to engage with the Consortium regarding a potential sale of the Company and to seek to determine if the parties could align on a mutually acceptable price for the reasons discussed by the Special Committee in its prior meetings. The Special Committee also discussed the absence of inbound interest from other potential counterparties in the nearly two months since the public disclosure of the November 4 Proposal and the importance of completing the outreach to other potential counterparties that the Special Committee had directed Moelis to conduct in the new year and determined that the Special Committee should not present a counteroffer to the Consortium until Moelis had begun its outreach to other potential counterparties. Following further discussion, the Special Committee also determined that, in light of the Special Committee’s view of the potential benefits of continuing to engage with the Consortium regarding a Potential Transaction and the fact that the Consortium had already increased its initial offer, it was advisable to negotiate a non-disclosure agreement with Fairfax so that, among other things, Fairfax could engage with potential financing sources regarding a Potential Transaction.

On December 30, 2025, representatives of Cravath, at the direction of the Special Committee, delivered a draft non-disclosure agreement to representatives of Debevoise. The non-disclosure agreement did not contain a “standstill” provision and instead contained an acknowledgement by Fairfax that the “standstill” under the purchase agreements in respect of the Company Series B Preferred Stock and the Company Series C Preferred Stock remained in effect.

Between December 30, 2025 and January 5, 2026, representatives of Moelis and Cravath held several conversations with Mr. McMorrow and representatives of Debevoise, respectively. Representatives of Debevoise informed representatives of Cravath that Fairfax would enter into an equity commitment letter for the full amount of the consideration payable in a Potential Transaction. Separately, Mr. McMorrow informed representatives of Moelis that the Consortium believed that it had limited room to increase its offer price and expected a response from the Special Committee regarding the Consortium’s December 27 Proposal.

On January 5, 2026, at the direction of the Special Committee, representatives of Moelis contacted the nine potential financial and strategic counterparties that Moelis, in consultation with the Special Committee, identified as those parties with experience in the Company’s industry that would be most likely to have the financial capacity, strategic rationale and interest to explore a Potential Transaction with the Company, including Party A, Party B and Party C as described below, to assess their interest in exploring a Potential Transaction with the Company. As noted below, all nine of those parties either declined to engage at all or declined to engage beyond preliminary conversations.

On January 5, 2026, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. Representatives of Cravath and Moelis provided updates on their discussions with representatives of the Consortium, and representatives of Moelis provided an update on their initial outreach to other potential counterparties. Among the matters discussed were the Special Committee’s view that, for the reasons discussed at the Special Committee’s prior meetings, (i) a sale of the entire Company, at the highest price reasonably available to the Company, was in the best interests of the Unaffiliated Security Holders and that any counteroffer to the Consortium should therefore maximize value for the Unaffiliated Security Holders while not precipitating a withdrawal of the December 27 Proposal, and (ii) conditioning any Potential Transaction on a Majority of the Minority Condition would provide significant protection for the Unaffiliated Security Holders and that raising a Majority of the Minority Condition in negotiations with the Consortium at a later stage after the Special Committee’s initial counteroffer on price had been presented to the Consortium would be more likely to result in the Special Committee ultimately negotiating for a higher price. Following this discussion, the Special Committee determined to make a counteroffer to the December 27 Proposal at $11.05 per share of Company Common Stock not already owned by members of the Consortium and instructed Moelis to present the counteroffer to the Consortium following Moelis’ completion of its initial outreach to other potential counterparties.

Following Moelis’ completion of its initial outreach to the other potential counterparties, later in the day on January 5, 2026, a representative of Moelis, at the direction of the Special Committee, called Mr. McMorrow and presented the Consortium with a counterproposal of $11.05 in cash consideration per share of Company Common Stock not already owned by members of the Consortium.

On January 6, 2026, Mr. McMorrow, on behalf of the Consortium, presented to a representative of Moelis a revised offer of $10.70 in cash consideration per share of Company Common Stock not already owned by members of the Consortium (the “January 6 Proposal”).

Later on January 6, 2026, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. During the meeting, representatives of Moelis reviewed and discussed with the Special Committee the January 6 Proposal and provided an update on Moelis’ ongoing outreach to potential counterparties, noting that no other potential counterparty had expressed any interest in a Potential Transaction in the two months since the public disclosure of the November 4 Proposal and the fact that, earlier that day, (i) Party A had expressed that it was very familiar with the Company’s business and was not interested in acquiring the entire Company, noting certain key challenges to engaging in any transaction with the Company, including the difficulty of assessing the value of the Company’s asset management business in light of, among other things, the scope of the Company’s relationship with Fairfax in that part of the Company’s business, and (ii) Party B had stated that it was aware of the Consortium’s initial proposal to acquire the Company since its public disclosure in early November 2025 and was not interested in engaging in a Potential Transaction with the Company. Among the matters discussed following Moelis’ update were potential responses to the January 6 Proposal and certain non-economic terms of a Potential Transaction that could be proposed to the Consortium, including the benefits of conditioning any Potential Transaction with the Consortium on a Majority of the Minority Condition and the merits of including a “go shop” provision, including (a) the importance of Majority of the Minority Condition in protecting the interests of the Unaffiliated Security Holders and (b) the stockholders that would constitute a “minority” for purposes of a Majority of the Minority Condition, including whether the holders of the Company Series A Preferred Stock, who would be entitled to vote on an as-converted basis with the holders of the Company Common Stock as a single class, should be included in the “minority”. Representatives of Cravath and Moelis also discussed with the Special Committee whether a “go shop” provision would add meaningful protection to the Unaffiliated Security Holders given that (x) the Consortium’s initial proposal to acquire the Company had been publicly known since November 4, 2025 and no other parties had subsequently indicated any interest in exploring a Potential Transaction with the Company, (y) Moelis, as directed by the Special Committee, had been conducting outreach to other potential counterparties with experience in the Company’s industry that would be most likely to have the financial capacity, strategic rationale and interest to explore a Potential Transaction with the Company, and (z) any definitive transaction agreement entered into with the Consortium would provide the Special Committee the ability, under certain circumstances, to consider unsolicited alternative transaction proposals and enter into an alternative transaction in the event of a superior proposal and that the Special Committee would only agree to a termination fee that would not be likely to meaningfully deter an interested third-party acquiror from seeking to acquire the Company and make such a superior proposal. Following additional discussion, the Special Committee determined to (A) prioritize increasing the cash consideration and securing a Majority of the Minority Condition in negotiations with the Consortium, and (B) not negotiate for a “go shop” provision, given that the Special Committee was already pursuing a market check and that prioritizing a “go shop” as well could undercut the Special Committee’s ability to secure an increase in cash consideration and a Majority of the Minority Condition or deter the Consortium from continuing to engage in a Potential Transaction with the Company. The Special Committee also determined that it would propose that the Company Series A Preferred Stock would be excluded from the “minority” for purposes of a Majority of the Minority Condition, given that, although the holders of the Company Series A Preferred Stock were not affiliated with the Consortium and would be entitled to vote on an as-converted basis with the holders of the Company Common Stock as a single class, they would be paid the liquidation preference in respect of the Company Series A Preferred Stock, rather than the per share merger consideration, in any potential sale of the Company. Following discussion, the Special Committee directed Moelis to make a counterproposal to the Consortium consisting of (1) a price increase to $10.90 per share of Company Common Stock not already owned by members of the Consortium and (2) a Majority of the Minority Condition (excluding the Company Series A Preferred Stock from the “minority”) (the “January 6 Counterproposal”).

Following the Special Committee meeting, a representative of Moelis, at the direction of the Special Committee, presented Mr. McMorrow with the January 6 Counterproposal. Later that day, Mr. McMorrow confirmed to the representative of Moelis that the Consortium was tentatively aligned on the Special Committee’s proposed price of $10.90 per share of Company Common Stock not already owned by members of the Consortium and the Majority of the

Minority Condition, but did not believe there was a basis for excluding the Company Series A Preferred Stock from the “minority” for purposes of the Majority of the Minority Condition because the holders of the Company Series A Preferred Stock were not affiliated with the Consortium and held contractual rights to vote on an as-converted basis with holders of the Company Common Stock, which rights were negotiated on an arms-length basis at the time of their investment in the Company (the “January 6 Revised Proposal”).

On January 7, 2026, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. During the meeting, representatives of Moelis reviewed and discussed with the Special Committee the January 6 Revised Proposal. Among the matters discussed were: (i) for the reasons discussed at the Special Committee’s prior meetings, the Special Committee’s view that a transaction with the Consortium was in the best interests of the Unaffiliated Security Holders and that $10.90 per share was the highest price that could reasonably be obtained from the Consortium, (ii) the fact that the Special Committee had successfully negotiated a Majority of the Minority Condition, which the Special Committee had prioritized in negotiations with the Consortium on the basis that it would provide significant protection to the Unaffiliated Security Holders, and (iii) the risk that insisting upon excluding the Company Series A Preferred Stock, the holders of which would be entitled to vote on an as-converted basis with holders of the Company Common Stock as a single class, from the “minority” could jeopardize the Consortium’s willingness to include a Majority of the Minority Condition. Following this discussion, the Special Committee (a) tentatively aligned on the principal terms of the Potential Transaction between the Company and the Consortium based on the January 6 Revised Proposal, (b) directed Cravath to prepare a draft of the Merger Agreement and (c) instructed Moelis to inform the Consortium that the Special Committee was tentatively aligned on the January 6 Revised Proposal and that Cravath had a draft of the Merger Agreement in process, which it would share with Debevoise once available. In addition, the Special Committee directed Moelis to continue its outreach to potential counterparties, notwithstanding that the Special Committee and the Consortium had tentatively aligned on the January 6 Revised Proposal. Later that day, representatives of Moelis and Mr. McMorrow confirmed that there was a tentative alignment between the Special Committee and the Consortium on the January 6 Revised Proposal, subject to agreement on the other terms of a Potential Transaction (with the parties subsequently discovering on January 29, 2026, as noted below, that the parties were not aligned with respect to whether the January 6 Revised Proposal would permit the Company to continue declaring its ordinary course quarterly dividends between signing and closing).

On January 8, 2026, representatives of the Consortium and Debevoise, on the one hand, held a call via videoconference with representatives of Moelis, Cravath and Latham, on the other hand, to discuss next steps with respect to a Potential Transaction.

On January 12, 2026, the Board held a meeting via videoconference (with Mr. Burton and Mr. McMorrow recusing themselves from the meeting and not in attendance), with representatives of Cravath and Latham in attendance, during which the members of the Special Committee provided an update to the other independent directors on the status of the Special Committee’s work to date and the status of the Special Committee’s negotiations with the Consortium, including the tentative alignment on the principal terms of the Potential Transaction between the Company and the Consortium based on the January 6 Revised Proposal, which the members of the Special Committee viewed as the best offer that could reasonably be obtained from the Consortium. A discussion ensued regarding the fact that the Merger Consideration was below the net asset value per share as presented in Company management’s second quarter 2025 presentation to the Board, during which members of the Special Committee noted that they had considered with Moelis that the illustrative net asset value analysis in Company management’s second quarter 2025 presentation to the Board did not account for (i) a number of factors that would be relevant to a go-private transaction (ii) the consistent discount to net asset value at which the Company Common Stock had traded and (iii) recent events impacting the analysis, including various asset acquisitions and dispositions made by the Company.

Later that day, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. During this meeting, representatives of Moelis provided an update on Moelis’ outreach to potential counterparties, noting the feedback received to date and that no other potential counterparties had expressed any interest in acquiring the Company, either through Moelis’ outreach or from other potential counterparties despite the public disclosure of the November 4 Proposal. Among the matters the Special Committee then discussed with representatives of Cravath and Moelis were certain key terms of the draft Merger Agreement that Cravath had prepared at the Special Committee’s direction, on which the Special Committee provided feedback.

On January 14, 2026, the Company executed a non-disclosure agreement with Fairfax that included, among other things, (i) provisions to ensure that the Special Committee would remain in control of the negotiation of a Potential Transaction, including restrictions on the ability of the Consortium to engage with employees of the Company and

potential financing sources regarding a Potential Transaction without the Special Committee’s consent, and (ii) an acknowledgement that the “standstill” under the purchase agreements in respect of the Company Series B Preferred Stock and the Company Series C Preferred Stock remained in effect with respect to Fairfax.

Between January 14, 2026, and the signing of the definitive agreements in respect of the Transactions, Fairfax and its advisors conducted pre-signing financial, tax, legal and accounting diligence with cooperation from the Company and its representatives, as facilitated by the Special Committee and its advisors.

On January 16, 2026, the Company provided the Consortium and its advisors with access to a virtual data room containing financial, tax, regulatory, legal and accounting diligence information relating to the Company.

Also on January 16, 2026, Cravath delivered to Debevoise an initial draft of the Merger Agreement. The draft Merger Agreement contemplated, among other things, that: (i) Fairfax would guarantee the obligations of Parent and Merger Sub; (ii) Fairfax would fund all amounts required at the closing of the Transactions, including the funding of the aggregate Merger Consideration and the repayment of the Company’s Existing Credit Agreement; (iii) the closing of the Transactions would be subject to the previously agreed Majority of the Minority Condition; (iv) the members of the Consortium would enter into voting and support agreements obligating them, among other things, to vote in favor of the Potential Transaction; (v) the Company would be required to pay a termination fee equal to 2% of transaction equity value under certain specified circumstances; (vi) a “no-shop” provision that would prohibit the Company and its representatives from soliciting alternative acquisition proposals following the execution of the Merger Agreement, subject to a “fiduciary out” provision which would allow the Company to terminate the Merger Agreement or make an adverse recommendation change in response to a superior proposal; (vii) the Company would be permitted to continue declaring its quarterly cash dividends to holders of the Company Common Stock in the ordinary course in an amount not greater than $0.12 per share; (viii) a “hell or high water” regulatory efforts standard; and (ix) certain post-closing employment compensation and benefit arrangements (the “Post-Closing Employee Covenant”).

From January 16, 2026, until the signing of the definitive agreements in respect of the Transactions, the Consortium and its advisors (including Debevoise and A&O Shearman), on the one hand, and the Special Committee and its advisors (including Moelis and Cravath) and the Company and its advisors (including Latham and Ropes & Gray LLP), on the other hand, negotiated the terms of the definitive agreements in respect of the Transactions. For a summary of the final terms of the Merger Agreement, see the section of this proxy statement entitled “The Merger Agreement” beginning on page 105.

On January 19, 2026, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. Among the matters discussed was the illustrative sources and uses information received from the Consortium on January 11, 2026, which did not address the treatment of the Company’s outstanding debt or the obligation to repay the Company’s Existing Credit Agreement at the closing of the Transactions. At this meeting, representatives of Moelis also confirmed that no other potential counterparties had expressed any interest in acquiring the Company, either through Moelis’ outreach or from other potential counterparties despite the public disclosure of the November 4 Proposal. In particular, representatives of Moelis noted that Party C had confirmed that it was not interested in exploring a Potential Transaction with the Company on January 12, 2026, citing, among other reasons, the Company’s high leverage levels and the complexity of the Company’s business model as both a real estate investment company and as an investment manager. Representatives of Moelis then discussed with the Special Committee (i) that Moelis had completed its analysis of the Illustrative Sensitivity and that, consistent with the view expressed by representatives of Moelis regarding the Illustrative Sensitivity at the Special Committee meeting held on December 23, 2025, Moelis continued to be of the view that the Illustrative Sensitivity had significant limitations, including that it contained material errors and relied on several key assumptions without empirical support, and (ii) in response to the discussion at the January 12, 2026 Board meeting that the Merger Consideration was below the net asset value per share as presented in Company management’s second quarter 2025 presentation to the Board, the fact that such presentation did not account for a number of factors that would be relevant to a go-private transaction, the consistent discount to net asset value at which the Company Common Stock had traded and recent events impacting the analysis, including various asset acquisitions and dispositions made by the Company.

On January 23, 2026, representatives of the Consortium and Debevoise, on the one hand, held a call via videoconference with representatives of Moelis and Cravath and representatives of the Company and Latham, on the other hand. Among the matters discussed were Debevoise and the Consortium’s ongoing review of the January 16, 2026 draft of the Merger Agreement and the preparation of other ancillary transaction documents, including the Company Disclosure Letter, the Equity Commitment Letter, the Voting Agreements and the Rollover Agreements. Later that day,

Cravath delivered an initial draft of the form of Voting Agreement to Debevoise. From January 23, 2026, until the signing of the definitive agreements in respect of the Transactions, the parties negotiated the final terms of the Voting Agreements, which are more fully described in the section of this proxy statement entitled “The Voting Agreements” beginning on page 138.

On January 26, 2026, Debevoise delivered a revised draft of the Merger Agreement to Cravath. Among other things, the revised draft of the Merger Agreement: (i) removed the Fairfax guarantee; (ii) included a cooperation covenant for the Consortium’s potential debt financing and obligations on the Company to (at the Consortium’s request) (a) amend the Existing Credit Agreement, (b) redeem or pursue consent solicitations or tender/exchange offers for the Company’s outstanding Existing Notes and (c) redeem the Company Series A Preferred Stock, all of which would be contingent on the closing of the Transactions; (iii) did not permit the Company to continue declaring its ordinary course quarterly dividends (with the parties subsequently discovering on January 29, 2026, as noted below, that the parties were not aligned with respect to whether the January 6 Revised Proposal permitted the Company to continue declaring its ordinary course quarterly dividends between signing and closing); (iv) contemplated that Fairfax and its affiliates would not be subject to the regulatory efforts covenant and that Parent and Merger Sub would not be required to agree to any divestitures or other remedies in order to obtain required regulatory approvals; (v) provided the Consortium with an additional termination right if the Company materially breached its obligations regarding: (a) the preparation and filing of the proxy statement or the Schedule 13E-3, (b) actions required to convene and hold the Stockholders Meeting or (c) the “no-shop” provision, in each case without any cure period; (vi) increased the Company Termination Fee to 3.5% of transaction equity value; and (vii) removed the Post-Closing Employee Covenant.

On January 28, 2026, Debevoise delivered an initial draft of the Equity Commitment Letter to Cravath, which did not include a commitment by Fairfax to fund monetary damages payable to the Company in the event of any breach of the Merger Agreement by Parent or Merger Sub. From January 28, 2026, until the signing of the definitive agreements in respect of the Transactions, the parties negotiated the final terms of the Equity Commitment Letter, which is more fully described in the section of this proxy statement entitled “The Equity Commitment Letter” beginning on page 142.

On January 29, 2026, representatives of Moelis held a call with Mr. Windisch, during which the parties realized that they had not been aligned regarding whether the January 6 Revised Proposal permitted the Company to continue declaring its ordinary course quarterly dividends between signing and closing. Representatives of Moelis (i) noted that the Consortium had not raised the suspension of the dividends at the time the parties tentatively aligned on the $10.90 per share purchase price reflected in the January 6 Revised Proposal, and (ii) stated their view that any restriction on post-signing dividends would need to be reflected in the overall economic terms of the transaction. Mr. Windisch responded that the Consortium had assumed that the Company would not be permitted to declare its ordinary course quarterly dividends between signing and closing and that this assumption had informed the Consortium’s willingness to increase its offer to $10.90 per share.

On January 30, 2026, representatives of the Consortium and Debevoise, on the one hand, held a call via videoconference with representatives of Moelis and Cravath, on the other hand. Representatives of Cravath raised open items pending response from the Consortium, including: (i) that Debevoise’s draft Merger Agreement included a comprehensive financing cooperation covenant; and (ii) that the draft Equity Commitment Letter did not cover the payoff of the Existing Credit Agreement. In response, Debevoise indicated that certain details of the Consortium’s debt financing and sources and uses remained open pending additional information to be provided by the Consortium.

On February 2, 2026, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. Among the matters discussed were (i) updates from representatives of Moelis and Cravath on their recent interactions with representatives of the Consortium and Debevoise, during which representatives of Moelis informed the Special Committee that the parties had not been aligned with respect to whether the Company would be permitted to continue declaring its ordinary course quarterly dividends between signing and closing and Moelis’ and Cravath’s view that it would have been customary for the Consortium to raise the suspension of dividends in the negotiations prior to or at the time the parties tentatively aligned on the January 6 Revised Proposal, and (ii) Debevoise’s January 26, 2026 draft of the Merger Agreement, to which the Special Committee provided feedback.

On February 4, 2026, Cravath delivered a revised draft of the Merger Agreement to Debevoise, reflecting the feedback provided by the Special Committee at the meeting held on February 2, 2026. Among other things, the revised draft of the Merger Agreement: (i) did not include a guarantee by Fairfax, subject to Fairfax committing to fund monetary damages payable to the Company in the event of any breach of the Merger Agreement by Parent or Merger Sub; (ii) reinstated the ability of the Company to continue declaring its ordinary course quarterly dividends between

signing and closing; (iii) provided that any breach of the financing cooperation covenant by the Company would not give Parent or Merger Sub the right to terminate the Merger Agreement; (iv) required Parent and Merger Sub to agree to divestitures and other remedies with respect to the Company and its subsidiaries in order to obtain required regulatory approvals, if such divestiture or other remedy would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; (v) decreased the Company Termination Fee to 2.5% of transaction equity value; and (vi) reinstated the Post-Closing Employee Covenant.

Also on February 4, 2026, Debevoise delivered initial drafts of the Rollover Agreements to Cravath, the final terms of which are more fully described in the section of this proxy statement entitled “The Rollover Agreements” beginning on page 140.

During the subsequent weeks through the signing of the definitive agreements in respect of the Transactions, the Special Committee and representatives of Cravath and Latham, on the one hand, and the Consortium and representatives of Debevoise and A&O Shearman, on the other hand, continued to discuss and negotiate, and exchange drafts of, the definitive agreements in respect of the Transactions.

On February 5, 2026, representatives of the Consortium and Debevoise, on the one hand, held a call via videoconference with representatives of Moelis and Cravath, on the other hand, to discuss the Special Committee’s February 4, 2026 draft of the Merger Agreement. During the call, representatives of the Consortium raised key open points relating to (i) financing matters and the financing cooperation covenant, (ii) the Company’s ability to continue declaring ordinary course quarterly dividends between signing and closing and (iii) the Post-Closing Employee Covenant. During this discussion, representatives of Moelis and Cravath reiterated that the Consortium had not raised the issue of ceasing the Company’s ordinary course quarterly dividends at the time the parties were tentatively aligned on the January 6 Revised Proposal. In response, Mr. Windisch asserted that the Consortium had been operating under the assumption that the Company would not be permitted to declare ordinary course quarterly dividends following the signing of the Merger Agreement and proposed, as a compromise in light of this misalignment, the declaration of one ordinary course quarterly dividend between signing and closing. Representatives of the Consortium also requested that the Special Committee provide consent with respect to the Consortium reaching out to the lender syndicate under the Existing Credit Agreement prior to signing the definitive agreements in respect of the Transactions, in order to negotiate an amendment to the Existing Credit Agreement to, among other things, waive the change of control provisions in respect of the Transactions.

Later that day, representatives of Moelis and Cravath provided the Special Committee with an update on the Consortium’s proposed amendment to the Existing Credit Agreement, including, among other things, that (i) the Consortium stated that consent could be obtained from certain lenders to approve the amendment in the near-term; (ii) the Consortium would not provide the lenders any confidential information about the Potential Transaction; and (iii) Fairfax indicated that the Equity Financing contemplated by the Equity Commitment Letter would not cover the aggregate amount of obligations under the Existing Credit Agreement on the assumption that the amendment could be obtained prior to signing. Also on February 5, 2026, the Special Committee directed representatives of Moelis and Cravath to authorize the request from the Consortium to seek consent from the lenders to amend the Existing Credit Agreement, provided that obtaining any such amendment to the Existing Credit Agreement would not delay the timeline for entry into a Potential Transaction.

On February 6, 2026, representatives of Moelis informed members of the Consortium that the Consortium was permitted to conduct outreach to lenders under the Existing Credit Agreement to seek consent for the amendment to the Existing Credit Agreement. Representatives of Moelis noted the Special Committee’s expectation that, to the extent the amendment was not in place by the time the parties were otherwise in a position to sign definitive agreements in respect of a Potential Transaction, the Consortium would need to propose an alternative approach that ensured there was no funding gap as of signing. 

Also on February 6, 2026, representatives of the Company delivered to representatives of Moelis an estimated Fourth Quarter Annualized Net Operating Income and Components of Value summary as of December 31, 2025, which was consistent in all material respects with the information publicly disclosed in the Company’s Fourth Quarter 2025 Earnings Release and Supplemental Financial Information, published by the Company on February 25, 2026, subject to immaterial adjustments made by Company management to account for certain transactions and other events since December 31, 2025 (as so adjusted on February 11, 2026, the “Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary”).

On February 8, 2026, Debevoise delivered a revised draft of the Merger Agreement to Cravath. Among other things, the revised draft of the Merger Agreement: (i) permitted the Company to declare only one ordinary course quarterly dividend between signing and closing; (ii) contemplated that the Consortium may terminate the Merger Agreement in certain circumstances if the Company breaches the financing cooperation covenant; (iii) permitted affiliates of the Consortium, including Fairfax, to take actions or enter into agreements that could materially impede or delay the receipt of regulatory approvals; (iv) increased the Company Termination Fee to 2.75% of transaction equity value; and (v) removed the Post-Closing Employee Covenant.

On February 9, 2026, the Special Committee held a meeting via videoconference with representatives of Moelis and Cravath in attendance. Among the matters discussed were the Consortium’s February 8, 2026 draft of the Merger Agreement and the Consortium’s February 6, 2026 draft of the Equity Commitment Letter, to which the Special Committee provided feedback. Following the meeting, representatives of Cravath and Debevoise held a call to discuss open items in the Merger Agreement and the Equity Commitment Letter, including, among other things, (i) the cap on Fairfax’s commitment to fund damages claims in respect of a breach of the Merger Agreement, (ii) the Company’s ability to continue declaring ordinary course quarterly dividends between signing and closing, (iii) the financing cooperation covenant, (iv) the ability of affiliates of the Consortium, including Fairfax, to take actions or enter into agreements that could materially impede or delay the receipt of regulatory approvals and (v) the Post-Closing Employee Covenant.

Later on February 9, 2026, representatives of Moelis held a call with Mr. Windisch and Mr. Lee, during which representatives of Moelis reiterated that any restriction on post-signing dividends would need to be reflected in the overall economic terms of the transaction. In that regard, representatives of Moelis stated that either (i) the Company should be permitted to declare up to two ordinary course quarterly dividends between signing and closing or (ii) the Consortium should increase the Merger Consideration by $0.18 per share (i.e., an amount equal to one-and-a-half times the ordinary course quarterly dividend based on the historical $0.12 per share ordinary course quarterly dividend).

On February 10, 2026, Mr. Windisch and Mr. Lee held a call with representatives of Moelis and Cravath during which he proposed that the Company would be permitted to declare up to two ordinary course quarterly dividends between the signing of the Merger Agreement and the receipt of the Company Stockholder Approvals.

On February 11, 2026, members of Company management that were not affiliated with the Consortium held two meetings via videoconference with members of the Special Committee and representatives of Moelis and Cravath to discuss certain updates to the financial information of the Company, reflecting transactions and other events that occurred since Moelis’ preliminary valuation analysis was presented on December 23, 2025. During both meetings, such members of Company management and representatives of Moelis also reviewed with the members of the Special Committee the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary. Following those discussions, the representatives of Company management left the meetings, and representatives of Cravath and Moelis discussed with the members of the Special Committee, among other things, the Consortium’s proposal that the Company would be permitted to declare up to two ordinary course quarterly dividends between the signing of the Merger Agreement and the receipt of the Company Stockholder Approvals. The Special Committee determined that this proposal was sufficiently aligned with the Special Committee’s understanding of the economic alignment reflected in the January 6 Revised Proposal, given the likelihood that the Transactions would close in short order following the receipt of the Company Stockholder Approvals and prior to the declaration of a third ordinary course quarterly dividend based on the anticipated timeline for obtaining any required regulatory approvals for the Transactions.

Also on February 11, 2026, Cravath delivered a revised draft of the Merger Agreement to Debevoise. Later in the evening of February 11, 2026, representatives of the Consortium and Debevoise, on the one hand, held a meeting via videoconference with representatives of Moelis and Cravath, on the other hand, to discuss open items in the Merger Agreement.

Thereafter, during the period from February 11, 2026, through February 16, 2026, the Special Committee and representatives of Cravath and Latham, on the one hand, and the Consortium and representatives of Debevoise and A&O Shearman, on the other hand, discussed, exchanged drafts, negotiated and finalized the terms of the definitive agreements in respect of the Transactions.

On February 12, 2026, representatives of Moelis provided to the Special Committee (via Cravath) updated written disclosures of relationships between Moelis, on the one hand, and Fairfax, Mr. McMorrow, the Company and Eldridge, as the second-largest stockholder of the Company after Fairfax (excluding passive asset managers), on the other hand.

Also on February 12, 2026, Cravath delivered a draft of the Eldridge Waiver and Acknowledgement Agreement (as defined below) to Eldridge. Subsequently, the Eldridge Waiver and Acknowledgement Agreement was executed on February 16, 2026, following limited negotiation between Cravath and Sidley Austin, LLP, legal advisor to Eldridge, the terms of which are more fully described in the section of this proxy statement entitled “Important Information Regarding Kennedy Wilson — Past Contracts, Transactions, Negotiations and Agreements” below.

On February 13, 2026, the Special Committee held a meeting via videoconference with representatives of Company management, Moelis and Cravath in attendance. Among the matters discussed were the remaining open items in the draft Merger Agreement and the draft Equity Commitment Letter, to which the Special Committee provided feedback.

Between February 13, 2026, and February 15, 2026, representatives of Cravath and Debevoise held calls to discuss matters pertaining to post-closing arrangements for Company management, the terms of which are more fully described in the section of this proxy statement entitled “— Interests of the Company’s Directors and Executive Officers in the Transactions” below.

On February 15, 2026, the Special Committee directed Moelis to use the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary in connection with its financial analysis. For more information regarding Moelis’ final valuation analyses, which were presented to the Special Committee on February 16, 2026, see the section of this proxy statement entitled “— Opinion of the Special Committee’s Financial Advisor” below.

On February 16, 2026, the Special Committee held a meeting via videoconference with representatives of Cravath and Moelis in attendance. At the meeting, representatives of Moelis confirmed that no competing bids had been received, either through Moelis’ outreach or from other potential counterparties, despite the targeted outreach to selected parties that would be most likely to be interested in exploring a Potential Transaction with the Company as well as the public disclosure of the November 4 Proposal, and presented their financial analyses of the proposed Merger Consideration. Representatives of Cravath then delivered a legal presentation regarding the Special Committee’s fiduciary duties and other relevant legal considerations under Delaware law in the context of a review of the Transactions and discussed with the Special Committee the key terms of the proposed Merger Agreement and each of the other transaction documents to be entered into in connection therewith, proposed final forms of which had been distributed to the Special Committee in advance of the meeting. Representatives of Moelis then reviewed with the Special Committee Moelis’ financial analysis of the proposed Merger Consideration and delivered to the Special Committee an oral opinion, which was confirmed by delivery of a written opinion, dated February 16, 2026, and that is attached to this proxy statement as Annex C, addressed to the Special Committee to the effect that, as of the date of the opinion and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Merger Consideration to be received by the holders of the Company Common Stock, other than the Excluded Holders, in the Transactions was fair, from a financial point of view, to such holders. Following further discussion and consideration, including consideration of the reasons in favor of the Merger described in the section below entitled “— Reasons for the Merger”, the Special Committee determined to recommend in favor of the Transactions and unanimously (i) determined the Merger Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth therein, to be advisable and in the best interests of the Company and its Public Stockholders, (ii) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, the Unaffiliated Security Holders, (iii) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, and (iv) recommended that the Board (a) approve the Merger Agreement and the Transactions, including the Merger, (b) recommend the adoption and approval of the Merger Agreement and the Transactions, including the Merger, to the stockholders of the Company and (c) approve the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein. The Special Committee also recommended that the Board approve the execution and delivery of the Voting Agreements, in substantially the form provided to the Special Committee, and declared the Voting Agreements advisable.

Immediately following the meeting of the Special Committee, a meeting of the Board was held (with Mr. McMorrow and Mr. Burton not in attendance). Representatives of Cravath, Latham and Moelis and a member of Company management that was not affiliated with the Consortium were also in attendance. A representative of Cravath informed the members of the Board that the Special Committee had concluded its negotiations with the Consortium and had unanimously determined that the Merger Agreement and the Transactions were advisable, fair to the Unaffiliated Security Holders and in the best interests of the Company and its stockholders, including the Public Stockholders, and recommended that the Board approve the Merger Agreement and the Transactions and recommend the adoption and

approval thereof to the stockholders of the Company. Representatives of Cravath reviewed the fiduciary duties owed by the members of the Board to the Company’s stockholders in connection with the Transactions under Delaware law, including that the Board was entitled to rely on the Special Committee’s process in its evaluation of the Transactions. Representatives of Cravath and Latham then reviewed the principal terms of the proposed Merger Agreement and the related transaction agreements, proposed final forms of which had been distributed to the Board in advance of the meeting. Representatives of Latham noted that no regulatory filings were expected to be required in connection with the Potential Transaction, other than one potential filing that the parties were still confirming was not applicable (which the parties subsequently determined was in fact not applicable). Representatives of Moelis then reviewed with the Board Moelis’ financial analysis of the proposed Merger Consideration, which was prepared by Moelis in its capacity as independent financial advisor to the Special Committee. A representative of Moelis then communicated to the Board the oral opinion previously delivered and addressed to the Special Committee, which was confirmed by delivery of a written opinion, dated February 16, 2026, and that is attached to this proxy statement as Annex C. Members of the Board asked questions of the Special Committee and the representatives of Moelis and Cravath and a discussion ensued. After the discussion, the Board recessed and the Compensation Committee of the Board convened and unanimously approved the proposed treatment of the Company Equity Awards set forth in the Merger Agreement. Following such approval by the Compensation Committee, the Board (with Todd Boehly electing to recuse himself from the Board’s vote) reconvened and, acting upon the unanimous recommendation of the Special Committee, (i) determined and declared the Merger Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, to be advisable, fair to the Unaffiliated Security Holders and in the best interests of the Company and its stockholders, including the Public Stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, including the Merger, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein and (iv) recommended the adoption of the Merger Agreement by the stockholders of the Company. The Board, acting upon the unanimous recommendation of the Special Committee, also (a) determined and declared the Voting Agreements, the amendment to the Existing Credit Agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth therein, to be advisable and (b) approved the execution, delivery and performance of the Voting Agreements and the amendment to the Existing Credit Agreement by the Company and the consummation of the transactions contemplated thereby.

Subsequently on February 16, 2026, the parties executed the Merger Agreement and the other definitive agreements in respect of the Transactions.

On February 17, 2026, the Company issued a press release announcing the Transactions and filed with the SEC a copy of the Merger Agreement, each of the Voting Agreements, each of the Rollover Agreements, the amendment to the Existing Credit Agreement and the press release announcing the Merger as exhibits to a Current Report on Form 8-K.

On February 17, 2026 and February 18, 2026, each of Mr. McMorrow and Fairfax, respectively, filed an amendment to its Schedule 13D with respect to the Company to disclose the execution of the Merger Agreement and the other definitive agreements in respect of the Transactions.

On February 19, 2026, a complaint relating to the Merger was filed against the Company, the members of the Board, Parent, Merger Sub and Holdco, in the Delaware Court of Chancery. The case is captioned Taylor v. Kennedy-Wilson Holdings, Inc., et al., C.A. No. 2026-0241-JTL (the “Taylor Action”) and alleges a violation of DGCL Section 203 as to all defendants and, as to each director named, breaches of fiduciary duty, in connection with the Merger Agreement. Plaintiff seeks a preliminary injunction to enjoin a stockholder vote and the consummation of the Merger until the Company discloses that DGCL Section 203 applies and stockholders are informed that the Merger can be consummated only if approved by at least two-thirds of the outstanding voting stock of the Company not “owned” (as such term is defined in DGCL Section 203) by members of the Consortium and their respective “affiliates” and “associates” (as such terms are defined in DGCL Section 203).

On March 6, 2026, the Special Committee held a meeting via videoconference, with representatives from Cravath and Richards, Layton & Finger, P.A. (“RLF”), legal advisor to the Special Committee, in attendance. Representatives of Cravath provided the Special Committee with an update on the status of the preparation of this proxy statement and an overview of the Taylor Action. The Special Committee then discussed potential responses to the Taylor Action, including litigating on the merits and amending the Merger Agreement to condition the consummation of the Merger on the affirmative vote of at least two-thirds of the outstanding voting stock of the Company not “owned” by members of the Consortium and their respective “affiliates” and “associates”, which would moot the Taylor Action.

On March 11, 2026, the Special Committee held a meeting via videoconference, with representatives from Cravath, Moelis, RLF and Innisfree, the Company’s proxy solicitor with respect to the Special Meeting, in attendance. Representatives of Innisfree reviewed with the Special Committee Innisfree’s analysis of the Company’s stockholder base with respect to obtaining the requisite stockholder approval in the event that the Merger Agreement was amended to condition the consummation of the Merger on the affirmative vote of at least two-thirds of the outstanding voting stock of the Company not owned by members of the Consortium and their respective “affiliates” and “associates”. The Special Committee, with input from representatives of Cravath and RLF, then considered potential responses to the Taylor Action and relevant factors, including (i) the fact that, were it determined by the Delaware Court of Chancery in the Taylor Action that, notwithstanding the Board’s approval on November 4, 2025 of an exception from the application of state anti-takeover laws for the Consortium (as described above), the Consortium constitutes an “interested stockholder” within the meaning of DGCL Section 203, the affirmative vote of at least two-thirds of the outstanding voting stock of the Company not “owned” by members of the Consortium and their respective “affiliates” and “associates” would be required for the Merger to be consummated, (ii) the uncertainties and burdens associated with litigation, and (iii) Innisfree’s analysis of the Company’s stockholder base with respect to obtaining the requisite stockholder approval in the event that the Merger Agreement was amended to condition the consummation of the Merger on the affirmative vote of at least two-thirds of the outstanding voting stock of the Company not “owned” by members of the Consortium and their respective “affiliates” and “associates”. Representatives of Cravath then reviewed with the Special Committee the principal terms of the proposed amendment to the Merger Agreement (the “Merger Agreement Amendment”), which would condition the consummation of the Merger on the affirmative vote of at least two-thirds of the outstanding Company Voting Stock not “owned” by the Consortium Parties and their respective “affiliates” and “associates”. Following further discussion and consideration of various factors, including the factors mentioned above, the Special Committee unanimously (i) determined that the Merger Agreement Amendment, on the terms set forth therein, was advisable and in the best interests of the Company and its Public Stockholders, (ii) determined that the Merger Agreement Amendment was fair to and in the best interests of the Unaffiliated Security Holders, (iii) approved and declared advisable the Merger Agreement Amendment, and (iv) recommended that the Board (a) approve the Merger Agreement Amendment, (b) recommend the adoption and approval of the Merger Agreement, as amended by the Merger Agreement Amendment, by the stockholders of the Company and (c) approve the execution, delivery and performance by the Company of the Merger Agreement Amendment. Following the meeting, Cravath, as directed by the Special Committee, delivered a draft of the Merger Agreement Amendment to Debevoise, which Debevoise confirmed was in agreed form on March 12, 2026.

On March 13, 2026, the Board held a meeting via videoconference (with Mr. McMorrow and Mr. Burton not in attendance), with representatives of Cravath, Latham, Moelis, RLF and Innisfree and a member of Company management that was not affiliated with the Consortium in attendance. Representatives of Innisfree reviewed with the Board Innisfree’s analysis of the Company’s stockholder base with respect to obtaining the requisite stockholder approval in the event that the Merger Agreement was amended to condition the consummation of the Merger on the affirmative vote of at least two-thirds of the outstanding voting stock of the Company not “owned” by members of the Consortium and their respective “affiliates” and “associates”. Following Innisfree’s presentation, representatives of Cravath provided the Board with an overview of the Taylor Action and reviewed the principal terms of the proposed Merger Agreement Amendment. A representative of Cravath then informed the members of the Board that the Special Committee, upon consideration of various factors, including the uncertainties and burdens associated with litigation and Innisfree’s analysis of the Company’s stockholder base with respect to obtaining the requisite stockholder approval in the event that the Merger Agreement was amended to condition the consummation of the Merger on the affirmative vote of at least two-thirds of the outstanding voting stock of the Company not “owned” by members of the Consortium and their respective “affiliates” and “associates”, had unanimously determined that the Merger Agreement Amendment was advisable, fair to the Unaffiliated Security Holders and in the best interests of the Company and its stockholders, including the Public Stockholders, and recommended that the Board approve the Merger Agreement Amendment and recommend the adoption and approval thereof to the stockholders of the Company. Members of the Board asked questions of the Special Committee and the representatives of Innisfree and Cravath and a discussion ensued, including regarding the factors described above. After further discussion, the Board, acting upon the unanimous recommendation of the Special Committee, unanimously (excluding Mr. McMorrow and Mr. Burton who were not in attendance) (i) determined and declared the Merger Agreement Amendment, on the terms set forth therein, to be advisable, fair to the Unaffiliated Security Holders and in the best interests of the Company and its stockholders, including the Public

Stockholders, (ii) approved and declared advisable the Merger Agreement Amendment, (iii) authorized and approved the execution, delivery and performance by the Company of the Merger Agreement Amendment and (iv) recommended the adoption of the Merger Agreement, as amended by the Merger Agreement Amendment, by the stockholders of the Company.

On March 15, 2026, the parties executed the Merger Agreement Amendment. The next morning, the Company filed with the SEC a copy of the Merger Agreement Amendment as an exhibit to a Current Report on Form 8-K.

On March 17, 2026, each of Mr. McMorrow and Fairfax, respectively, filed an amendment to its Schedule 13D with respect to the Company to disclose the execution of the Merger Agreement Amendment.

At the meeting of the Special Committee held on February 16, 2026, after due consideration, including consideration of the material factors described in the section below entitled “— Reasons for the Merger”, and in consultation with its own independent legal and financial advisors, the Special Committee unanimously (i) determined the Merger Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, to be advisable and in the best interests of the Company and its Public Stockholders, (ii) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, the Unaffiliated Security Holders and (iii) approved and declared that the Merger Agreement and the Transactions, including the Merger, are advisable. The Special Committee also unanimously recommended to the Board that the Board:

At the meeting of the Special Committee held on March 11, 2026, after due consideration, including consideration of the material factors described in the section below entitled “— Reasons for the Merger”, and in consultation with its own independent legal and financial advisors, the Special Committee unanimously (i) determined the Merger Agreement Amendment, upon the terms and subject to the conditions set forth therein, to be advisable and in the best interests of the Company and its Public Stockholders, (ii) determined that the Merger Agreement Amendment was fair to, and in the best interests of, the Unaffiliated Security Holders and (iii) approved and declared that the Merger Agreement Amendment was advisable. The Special Committee also unanimously recommended to the Board that the Board:

At the special meeting of the Board held on February 16, 2026, after discussions with the Special Committee, the Special Committee’s independent legal and financial advisors and the Company’s legal advisor, the Board determined and declared the Merger Agreement and the Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, to be advisable, fair to the Unaffiliated Security Holders and in the best interests of the Company and its stockholders, including the Public Stockholders, and:

At the special meeting of the Board held on March 13, 2026, after discussions with the Special Committee, the Special Committee’s independent legal and financial advisors and the Board’s legal advisor, the Board determined and declared the Merger Agreement Amendment, upon the terms and subject to the conditions set forth therein, to be advisable, fair to the Unaffiliated Security Holders and in the best interests of the Company and its stockholders, including the Public Stockholders, and:

In the course of evaluating the Merger Agreement and the Transactions, including the Merger, and in determining to recommend that the stockholders of the Company adopt the Merger Agreement, the Board (with Mr. Burton and Mr. McMorrow not participating in such determinations and Mr. Boehly electing to recuse himself from the Board’s vote) considered the following material factors (which are not intended to be an exhaustive list of all positive and countervailing factors considered by the Board and are not presented in any relative order of importance):

The Board considered and adopted as its own the Special Committee’s analysis and discussion of the relationship of the Merger Consideration to the historical market prices of the Company Common Stock, including that the Merger Consideration of $10.90 per share represents a premium of approximately 45.9% to the closing price of the Company Common Stock on November 4, 2025, the last trading day prior to the public announcement of the November 4 Proposal, as more fully described in the section below entitled “— Reasons for the Merger.” The Board did not consider

the current market prices of the Company Common Stock in determining its view as to the fairness of the Merger to the Unaffiliated Security Holders because such prices had been affected by speculation regarding the likelihood of a potential strategic transaction following November 4, 2025, the last trading day prior to the public disclosure of the November 4 Proposal.

The Board considered net book value with respect to certain of the Company’s businesses, including the Loan Investments Business and the value attributable to the Company’s net accrued carried interest receivables (the “Accrued Carried Interest”) of the Investment Management Business, and the GAV of the Lease-Up, Development and Residential Business (each as defined below), as more fully described in the section below entitled “— Opinion of the Special Committee’s Financial Advisor.” The Board did not consider net book value or GAV of the remaining businesses of the Company, given that the Board did not believe net book value or GAV to be relevant measures of the value of these businesses.

The Board did not establish a going concern value for the Company as a public company to determine the fairness of the Merger to the Unaffiliated Security Holders because the Board considered the trading history of the Company Common Stock as an indication of the Company’s going concern value.

The Board did not consider the liquidation value of the Company in determining its view as to the fairness of the Merger to the Unaffiliated Security Holders because the Board considered the Company to be a viable going concern and viewed the trading history of the Company Common Stock as an indication of the Company’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

The Board did not view the purchase prices paid in the transactions described in the section of this proxy statement entitled “Important Information Regarding Kennedy Wilson — Transactions in Company Common Stock” beginning on page 155 to be relevant except to the extent that those prices indicated the trading price of the Company Common Stock during the applicable periods. The Board also did not consider the transactions described in the section of this proxy statement entitled “Important Information Regarding Kennedy Wilson – Transactions in Company Common Stock by the Buyer Filing Parties” beginning on page 157 to be material in determining its view as to the fairness of the Merger to the Unaffiliated Security Holders because such purchases were immaterial relative to the applicable Buying Party’s beneficial holdings of Company Common Stock and such purchases were reflective of the trading price of the Company Common Stock during the applicable periods.

The Special Committee and the Board determined that the Merger is both procedurally and substantively fair to the Unaffiliated Security Holders. The Special Committee and the Board reached this conclusion after considering the factors described in the section below entitled “— Reasons for the Merger,” including the fact that the consummation of the Transactions is subject to the receipt of the Company Stockholder Approvals, including the affirmative vote of at least two-thirds of the outstanding voting power of the Company Voting Stock entitled to vote on the Merger Proposal, excluding the Company Voting Stock “owned” (as such term is defined in DGCL Section 203) by the Consortium Parties and their respective “affiliates” and “associates” (as such terms are defined in DGCL Section 203) (the “Supermajority Voting Condition”). The Special Committee and the Board considered that the Company’s directors and officers, who are treated as affiliates of the Company under SEC rules, are able to vote their shares of Company Voting Stock in support of the approval of the Merger for purposes of determining if the Supermajority Voting Condition is satisfied, so long as such directors and officers are not “affiliates” or “associates” of the Consortium Parties (the “unaffiliated Company directors and officers”). In the course of reaching their respective determinations, the Special Committee and the Board considered, among other things, that:

Accordingly, the Special Committee and the Board concluded that, while the Supermajority Voting Condition does not expressly require approval of at least a majority of the Unaffiliated Security Holders, counting the shares held by unaffiliated Company directors and executive officers toward the Supermajority Voting Condition does not undermine the procedural protections it provides.

The foregoing discussion of the factors considered by the Board is not intended to be exhaustive, but rather includes the material factors considered by the Board. In reaching its determination and recommendation, and in view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Board. In addition, in considering the factors discussed above, individual members of the Board may have given different weights to different factors. The Board made its recommendation based on the totality of the information available to the Board, including discussions with the Special Committee, the Special Committee’s independent legal and financial advisors and the Board’s legal advisor. In making its determinations and approvals, the Board expressly adopted the analysis of factors undertaken by the Special Committee, which is described in the section below entitled “— Reasons for the Merger”, in the course of reaching the Special Committee’s unanimous decision to recommend that the Board approve the Merger Agreement and the Transactions, including the Merger.

As described above in the section of this proxy statement entitled “— Background of the Merger”, prior to and in reaching the unanimous determination set forth above, the Special Committee consulted with and received the advice of its independent legal and financial advisors, discussed certain issues with Company management not affiliated with the Consortium and considered a variety of factors weighing positively in favor of the Merger, the Merger Agreement and the Transactions (including the Merger), including the following material factors (which are not intended to be an exhaustive list of all positive factors considered by the Special Committee and are not presented in any relative order of importance):

The Special Committee also considered factors relating to the procedural safeguards that it believes were and are present to ensure the fairness of the Merger Agreement and the Transactions, including the Merger, to the Unaffiliated Security Holders. The Special Committee believes such factors, including the following material factors (which are not intended to be an exhaustive list of all procedural factors considered by the Special Committee and are not presented in any relative order of importance), support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

In the course of its deliberations and in reaching the determination described above, the Special Committee also considered, in consultation with its own independent legal and financial advisors, a variety of risks and other countervailing factors related to the Merger Agreement and the Merger, including the following material factors (which are not intended to be an exhaustive list of all countervailing factors considered by the Special Committee and are not presented in any relative order of importance):

In addition, the Special Committee was aware of and considered the fact that the Company’s directors and executive officers have financial interests in the Merger that may be different from, or in addition to, those of the Company stockholders generally, including that certain executive officers are Rollover Stockholders, as described more fully in the section below entitled “— Interests of the Company’s Directors and Executive Officers in the Transactions”.

The foregoing discussion of the factors considered by the Special Committee is not intended to be exhaustive, but rather includes the material factors considered by the Special Committee. In reaching its determination and recommendation, and in view of the wide variety of factors considered by the Special Committee in connection with its evaluation of the Merger and the complexity of these matters, the Special Committee did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Special Committee. Rather, the Special Committee made its recommendation based on the totality of the information available to the Special Committee, including discussions with, and questioning of, Company management not affiliated with the Consortium and the Special Committee’s independent legal and financial advisors.

In considering the factors discussed above, individual members of the Special Committee may have given different weights to different factors. This explanation of the Special Committee’s reasons for its recommendations and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 95.

At a meeting of the Special Committee on February 16, 2026 to evaluate and approve the Transactions, Moelis delivered an oral opinion, which was confirmed by delivery of a written opinion, dated February 16, 2026, addressed to the Special Committee to the effect that, as of the date of the opinion and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Merger Consideration to be received in the Transactions by holders of the Company Common Stock, other than the Excluded Holders, is fair, from a financial point of view, to such holders.

The summary of the written opinion of Moelis set forth below is qualified in its entirety by the full text of Moelis’ written opinion dated February 16, 2026, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in connection with the opinion, and which is attached as Annex C to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use of the Special Committee (solely in its capacity as such) in its evaluation of the Transactions. Moelis’ opinion was limited solely to the fairness, from a financial point of view, of the Merger Consideration to the holders of the Company Common Stock, other than the Excluded Holders, and does not address the Company’s underlying business decision to effect the Transactions or the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available to the Company. Moelis’ opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or act with respect to the Transactions or any other matter. Moelis’ opinion was approved by a Moelis fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

In connection with its analysis and opinion, Moelis relied on the information supplied to, discussed with or reviewed by it being complete and accurate in all material respects. Moelis did not independently verify any such information (nor did it assume any responsibility for the independent verification of any such information). Moelis also relied on the representation of Company management that Company management is not aware of any facts or circumstances that would make any such information inaccurate or misleading. Moelis relied upon, without independent verification, the assessment of the Company and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial information referred to above, Moelis has assumed that they have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Company. With respect to publicly available financial forecasts relating to the Company referred to above, Moelis assumed that such forecasts are a reasonable basis upon which to evaluate the future performance of the Company, and Moelis used such forecasts in performing its analyses. At the direction of the Special Committee, Moelis used the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary for purposes of its opinion and Moelis assumed, at the direction of the Special Committee, that the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Special Committee as to the future performance of the Company. Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion does not address the Company’s underlying business decision to effect the Transactions or the relative merits of the Transactions as compared to any alternative business strategies or transactions that might be available to the Company. Moelis’ opinion does not address any legal, regulatory, tax or accounting matters. Moelis was not asked to, nor did it, offer any opinion as to any terms of the Merger Agreement or any aspect or implication of the Transactions, except for the fairness of the Merger Consideration from a financial point of view to the holders of the Company Common Stock (other than the Excluded Holders). Moelis did not express any opinion as to fair value, viability or the solvency of the Company following the Closing. Moelis expresses no opinion regarding the treatment of shares of Company Preferred Stock pursuant to the Merger Agreement or as to the allocation of the aggregate consideration payable in the Transactions among the holders of the Company Common Stock and the Company Preferred Stock. In addition, Moelis noted that, pursuant to the Merger Agreement, the Excluded Shares, the Rollover Shares and the Dissenting Shares will not be converted into the right to receive the Merger Consideration and Moelis expresses no opinion as to the treatment of such shares or as to the fairness of the Merger Consideration to the holders thereof. In rendering its opinion, Moelis assumed that the final executed form of the Merger Agreement did not differ in any material respect from the draft that Moelis reviewed, that the Transactions will be consummated in accordance with its terms without any waiver or modification that could be material to Moelis’ analysis, that the representations and warranties of each party set forth in the Merger Agreement are accurate and correct, and that the parties to the Merger Agreement will comply with all the material terms of the Merger Agreement. Moelis assumed that all governmental, regulatory or other consents or approvals necessary for the completion of the Transactions will be obtained, except to the extent that any failures to obtain such consents or approvals would not be material to Moelis’ analysis.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date on which the opinion was delivered, and Moelis assumes no responsibility to update its opinion for developments after the date on which it was delivered.

The opinion was for the use and benefit of the Special Committee (solely in its capacity as such) in its evaluation of the Transactions. The opinion did not constitute a recommendation as to how any holder of securities should vote or act with respect to the Transactions or any other matter. The opinion did not address the fairness of the Transactions or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of the Company, other than the fairness of the Merger Consideration from a financial point of view to the holders of the Company Common Stock (other than the Excluded Holders). In addition, Moelis does not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Transactions, or any class of such persons, relative to the Merger Consideration or otherwise. The opinion was approved by a Moelis fairness opinion committee.

The following is a summary of the material financial analyses presented by Moelis to the Special Committee at its meeting held on February 16, 2026, in connection with the delivery of its opinion. This summary describes the material analyses underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion. The complete written presentation delivered to the Special Committee at the meeting, which has been filed as an exhibit to the Schedule 13E-3 filed with the SEC in connection with the Transactions, will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Company Common Stock, and may be obtained by requesting it in writing from the Company at the address described in the section of this proxy statement entitled “Where You Can Find Additional Information” beginning on page 220. Moelis provided the presentation for the use and benefit of the Special Committee (in its capacity as such) in its evaluation of the Transactions.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

For purposes of Moelis’ analyses:

Unless the context indicates otherwise, the financial analysis of Moelis described below used the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary, as directed by the Special Committee.

For purposes of Moelis’ analysis, the Company’s business was divided into two segments: its real estate segment (the “Real Estate Segment”) and its investment management segment (the “Investment Management Segment”).

The Real Estate Segment was further divided into four sub-segments: (i) the business consisting of the Company’s multifamily income-producing assets (the “Multifamily Business”), (ii) the business consisting of the Company’s commercial income-producing assets, including its office, industrial and retail properties (the “Commercial Business”), (iii) the business consisting of the Company’s loan investments (the “Loan Investments Business”) and (iv) the business consisting of the Company’s non-income producing assets, including its lease-up portfolio, development projects and residential assets (the “Lease-Up, Development and Residential Business”).

The Investment Management Segment was divided into (i) the business consisting of the Company’s asset management and origination fees (the “Investment Management Base Fee Business”) and (ii) the Accrued Carried Interest.

In addition, in January 2026, the Company completed its acquisition of Toll Brothers, Inc.’s (“Toll Brothers”) apartment development platform, which, for purposes of Moelis’ analysis described herein, such acquisition is collectively referred to as the “Specified Acquisition”, and such business, the “Specified Acquired Business”.

Based on Moelis’ professional judgment and experience, Moelis performed its financial analyses on a sum-of-the-parts basis and as such, performed various analyses for each of (i) the Multifamily Business, (ii) the Commercial Business and (iii) the Investment Management Base Fee Business. The implied value of each of (a) the Loan Investments Business, (b) the Lease-Up, Development and Residential Business and (c) the Accrued Carried Interest used book value. The implied value of the Specified Acquired Business was calculated as a range between the purchase price (as the low end of the range) and the high end of a discounted cash flow (“DCF”) analysis (as the high end of the range). Within each analysis, Moelis then made certain adjustments and discounts to the resulting aggregate implied values to calculate the implied enterprise value and implied per share value of the Company. Each analysis is described more fully below.

Moelis reviewed financial and stock market information of five publicly traded companies engaged in the multifamily real estate business (the “Multifamily Selected Publicly Traded Companies”), in each case, whose operations Moelis believed, based on its experience and professional judgment, to be generally relevant in certain respects to the Multifamily Business for purposes of Moelis’ analysis. Moelis noted that no single company was directly comparable to the Multifamily Business across a range of operating and financial criteria, including asset class, asset quality, diversification of business, size and scale and geographic exposure and focused on companies with similar asset classes and geographic markets as the Multifamily Business.

Moelis reviewed, among other things, the nominal cap rate of the Multifamily Selected Publicly Traded Companies from publicly available data sources as of February 13, 2026. The Multifamily Selected Publicly Traded Companies and their nominal cap rates as of February 13, 2026, used by Moelis in this analysis are summarized in the following table:

In reviewing the Multifamily Selected Publicly Traded Companies data for purposes of determining nominal cap rate ranges for the Multifamily Business, Moelis (i) considered the mean and median of the Multifamily Selected Publicly Traded Companies of 5.2% and 5.1%, respectively, (ii) selected the high end (lower value) of the nominal cap rate range taking into consideration Independence Realty Trust’s and Centerspace’s nominal cap rates of 5.8% and 5.7%, respectively, as these companies have portfolios that are primarily focused on non-gateway markets, similar to the Multifamily Business and (iii) selected the low end (higher value) of the nominal cap rate range taking into consideration Grainger’s nominal cap rate of 4.5%, although less emphasis was placed on Grainger’s nominal cap rate given that Grainger is a European company and only approximately one-fifth of the Multifamily Business operates outside of the United States.

Based on the foregoing and using its professional judgment, Moelis selected a nominal cap rate reference range of 4.75% to 5.75%. Moelis then divided the Company’s Q4 2025 Run-Rate Multifamily net operating income (“NOI”) estimates from the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary by such reference range to derive an implied gross asset value (“GAV”) range for the Multifamily Business. The foregoing analysis indicated an implied GAV range for the Multifamily Business of $4.737 billion to $5.735 billion.

Moelis reviewed financial and stock market information of eleven publicly traded companies engaged in the commercial real estate business (the “Commercial Selected Publicly Traded Companies”), in each case, whose operations Moelis believed, based on its experience and professional judgment, to be generally relevant in certain respects to the Commercial Business for purposes of Moelis’ analysis. Moelis noted that no single company was directly comparable to the Commercial Business across a range of operating and financial criteria, including asset class, asset quality, diversification of business, size and scale and geographic exposure and focused on companies with similar asset classes and geographic markets as the Commercial Business.

Moelis reviewed, among other things, the nominal cap rate of the Commercial Selected Publicly Traded Companies based on publicly available information as of February 13, 2026. The Commercial Selected Publicly Traded Companies and their nominal cap rates as of February 13, 2026 used by Moelis in this analysis are summarized in the following table:

In reviewing the Commercial Selected Publicly Traded Companies data for purposes of determining nominal cap rate ranges for the Commercial Business, Moelis (i) considered the mean and median of the Commercial Selected Publicly Traded Companies of 6.2% and 6.6%, respectively, (ii) selected the high end (lower value) of the nominal cap rate range taking into consideration the mean nominal cap rates for the U.S. office and European office companies, placing more emphasis on the European office companies and Workspace Group plc given that the Company owns more European properties than U.S. properties and Workspace Group plc has a geographically diversified office portfolio

similar to the Company’s and (iii) selected the low end (higher value) of the nominal cap rate range taking into consideration the mean nominal cap rates for U.S. industrial and European industrial and retail companies, although less emphasis overall was placed on these companies given that the Company owns more office properties than industrial and retail properties.

Based on the foregoing and using its professional judgment, Moelis selected a nominal cap rate reference range of 5.75% to 7.00%. Moelis then divided the Company’s Q4 2025 Run-Rate Commercial NOI estimates from the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary by such reference range to derive an implied GAV range for the Commercial Business. The foregoing analysis indicated an implied GAV range for the Commercial Business of $1.976 billion to $2.406 billion.

Moelis reviewed financial and stock market information of seventeen publicly traded asset management companies (the “Investment Management Selected Publicly Traded Companies”), in each case, whose operations Moelis believed, based on its experience and professional judgment, to be generally relevant in certain respects to the Investment Management Business for purposes of Moelis’ analysis. Moelis noted that no single company was directly comparable to the Investment Management Business across a range of operating and financial criteria, including business mix (including exposure to alternative and traditional investments and strategies offered), assets under management (“AUM”) composition, fee rates, permanence of capital and distribution, asset class, insurance exposure and balance sheet usage, size and scale, growth profile and geography and regulatory regime. Moelis determined to include (i) U.S.-based traditional asset managers due to their growing alternatives platforms given the Company’s focus on alternative assets, (ii) U.S.-based alternative asset managers given that the Investment Management Business is a pure-play alternative asset manager focused on real estate equity and credit investing with long-term capital and (iii) Europe-based alternative asset managers given the Company’s real estate investment exposure in the UK and Europe.

Moelis reviewed, among other things, the TEVs of the selected companies as a multiple, to the extent information was publicly available, of estimated last twelve-month (“LTM”) Adj. EBITDA. Financial data for the Investment Management Selected Publicly Traded Companies was based on publicly available research analysts’ estimates, public filings and other publicly available information as of February 13, 2026.

The Investment Management Selected Publicly Traded Companies and their TEV/LTM Adj. EBITDA multiples used by Moelis in this analysis are summarized in the following table:

In reviewing the Investment Management Selected Publicly Traded Companies data for purposes of determining TEV/LTM Adj. EBITDA multiple ranges for the Investment Management Base Fee Business, the high end of the multiple range reflects a discount to the U.S.-based alternative asset managers given the Company’s single-strategy exposure to real estate as opposed to the more diversified selected companies, the Company’s product mix which focuses on joint venture and separately-managed account products rather than commingled funds, and the Company’s significantly smaller AUM, a more concentrated LP base and increased reliance on origination fees as compared to the U.S.-based alternative asset managers, all of which support a lower multiple as compared to such companies. The low end of the multiple range was informed by the median of the U.S.-based traditional asset managers because, while the Investment Management Base Fee Business is significantly smaller than the U.S.-based traditional asset managers and is more reliant on less-stable origination fees (which would support a lower multiple), the Investment Management Base Fee Business is a pure-play alternative asset manager focused on real estate equity and credit investing with long-term capital (which would support a higher multiple). In addition, Moelis excluded BlackRock from its analysis with respect to the low end of the range given BlackRock’s scale, product mix and larger exposure to alternatives, all of which differ significantly from the other U.S.-based traditional asset managers.

Based on the foregoing and using its professional judgment, Moelis selected a multiples range of 10.0x to 14.0x TEV/LTM Adj. EBITDA. Moelis then applied such multiples range to the estimated Investment Management LTM Q4 2025 Segment EBITDA from the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary to derive an implied enterprise value range for the Investment Management Base Fee Business. This analysis indicated an implied enterprise value range for the Investment Management Base Fee Business of $456 million to $638 million.

Using its professional judgment and experience, Moelis determined to calculate an implied enterprise value range for the Accrued Carried Interest using the book value of accrued carried interest due to the limited availability of data and difficulties in estimating future performance fees.

Moelis separately calculated the implied value attributable to Accrued Carried Interest using the estimated book value of the Company’s net accrued carried interest as of Q4 2025 of $19 million, as provided by Company management.

This analysis indicated an implied value for the Accrued Carried Interest of $19 million.

Using its professional judgment and experience, Moelis calculated an implied enterprise value range for the Loan Investment Business using the book value of loan investments due to the limited availability of data regarding underlying loan prices, asset-level performance and other criteria to evaluate the Company’s loan book.

To calculate an implied enterprise value range for the Loan Investments Business, Moelis selected an illustrative price/book value multiple range of 0.9x to 1.1x and applied such multiple range to the estimated book value of the Loan Investments Business of $205 million as of December 31, 2025, as provided by Company management. The illustrative price/book value multiple range was chosen by Moelis based on its professional judgment and was informed by the multiples customarily used by equity research analysts when valuing balance sheet investments of asset managers.

This analysis indicated an implied enterprise value range for the Loan Investments Business of $185 million to $226 million.

Using its professional judgment and experience, Moelis determined to calculate an implied value range for the Lease-Up, Development and Residential Business based on the GAV book value of the Lease-Up, Development and Residential Business. Moelis determined to use this method rather than calculating an implied GAV range using the analysis described above with respect to the Multifamily and Commercial Businesses because estimated stabilized NOIs for the Lease-Up, Development and Residential assets would not accurately reflect certain minority interests or assets in the early stages of development and, because stabilized NOI is a static metric, would not capture ramping cash flows or near-term capital expenditures for the Lease-Up, Development and Residential Business. On the whole, Moelis believed the foregoing factors would tend to understate the value of the Lease-Up, Development and Residential Business, and therefore determined instead to use the implied value range for the Lease-Up, Development and Residential Business using the GAV attributed to such business by Company management.

This analysis indicated an implied GAV for the Lease-Up, Development and Residential Business of $1.797 billion.

Using its professional judgment and experience, Moelis determined to calculate the implied enterprise value of the Specified Acquired Business as a range, with the low end of the range informed by the purchase price for the business and the high end the range informed by the high end of a DCF analysis performed using the Specified Acquisition Projections.

Using the Specified Acquisition Projections, Moelis performed a DCF analysis to calculate the present value of the estimated levered after-tax free cash flows projected to be generated by the Specified Acquired Business and the present value of the estimated terminal value of the Specified Acquired Business. In performing the DCF analysis of the Specified Acquired Business, Moelis used a range of discount rates of 20.00% to 25.00% based on an estimated range of the Specified Acquired Business’ cost of equity (“CoE”). The CoE range was selected based on Moelis’ professional judgment and experience and was informed by Company management’s assessment of the hurdle rate for investing in the Specified Acquired Business’ development assets. Moelis also considered the Company’s overall cost of capital and the uncertainty in quantifying future cash flows of speculative development projections, which require debt and equity financing which has not yet been identified or secured.

Moelis used the foregoing range of discount rates to calculate the estimated present values as of December 31, 2025 of (i) the estimated future levered after-tax free cash flows projected to be generated by the Specified Acquired Business for the fiscal years ending December 2026 through December 2030 and (ii) the estimated terminal value range of the Specified Acquired Business, which was calculated by (a) applying a range of selected terminal net fee income multiples of 10.0x to 14.0x to the estimate of the Company’s terminal year EBITDA from the Specified Acquisition Projections and (b) adding the amount of projected proceeds from the sale of completed speculative development assets and the book value of ongoing speculative development assets. The range of terminal multiples used by Moelis was selected based on its professional judgment and experience and reflected the multiple range applied in Moelis’ Selected Publicly Traded Companies Analysis to the Investment Management Base Fee Business’ TEV/LTM Adj. EBITDA, as further described above, because the net fee income portion of the Specified Acquired Business aligns operationally with the Investment Management Base Fee Business.

The DCF analysis indicated an implied enterprise value range for the Specified Acquired Business of $323 million to $351 million. Using its professional judgment and experience, Moelis determined to use the Company’s portion of the Specified Acquisition purchase price of $214 million as the low end of the valuation range given the recency of the transaction and the fact that the purchase price provides an arms’ length, negotiated indication of the implied value of the Specified Acquired Business. The purchase price was calculated as the Company’s total investment for the Specified Acquired Business assets and development pipeline of $131.5 million, plus the Company’s share of acquired debt of the Specified Acquired Business, plus the purchase prices paid for additional land (the Sandy Springs and Old Danbury - Wilton properties) in connection with the acquisition. Moelis further noted that the Specified Acquisition Projections included meaningful fee income associated with Specified Acquisition’s speculative development assets which require an unidentified, committed financing partner and therefore may not be realized.

Using the purchase price for the Specified Acquired Business as the low end of the DCF range, this analysis indicated an implied enterprise value range for the Specified Acquired Business of $214 million to $351 million.

To determine the implied enterprise value range of the Company based on the foregoing analyses, Moelis added the foregoing enterprise value ranges and GAV ranges, as applicable, for each of the Multifamily Business, the Commercial Business, the Investment Management Base Fee Business, the Accrued Carried Interest, the Loan Investments Business, the Lease-Up, Development and Residential Business and the Specified Acquired Business to calculate an implied GAV range for the Company as a whole. From that total, Moelis then subtracted the Company’s debt (at share) and the Company Preferred Stock, and added cash (at share) to calculate an implied net asset value (“NAV”) range for the Company.

Moelis then calculated an implied equity value range for the Company by applying a discount range of 20.00% to 40.00% to the implied NAV range. The range of discounts to NAV used by Moelis was selected based on its professional judgment and experience, taking into account, as of February 13, 2026, the Company’s observed discount to consensus NAV for the last 10 years, 5 years, 2 years, year-to-date and unaffected (as of November 4, 2025, the last trading day prior to the public disclosure of the November 4 Proposal), which were 31%, 31%, 37%, 43% and 42%, respectively. Moelis also reviewed the discount to NAV from Green Street Advisors (“GSA”) for the Multifamily Selected Publicly Traded Companies and the Commercial Selected Publicly Traded Companies over the same period. Moelis noted that the discount range was consistent with the historical difference of NAV discounts between the Company and the Multifamily and Commercial Selected Publicly Traded Companies but also considered that certain of the Company’s attributes (including elevated leverage relative to the Multifamily and Commercial Selected Publicly Traded Companies, high general and administrative (“G&A”) burden, complexity of operations, non-REIT status and concentration of shareholder base) supported a higher discount to NAV than the Multifamily Selected Publicly Traded Companies and the Commercial Selected Publicly Traded Companies. Moelis further noted that the Company’s high G&A burden, which has continued to increase in recent years and may not be fully reflected in the observed historical discounts, could have justified a higher discount range than 20.00% to 40.00%.

To determine the implied per share reference range for the Company, Moelis divided the implied equity value range calculated above by the Company’s fully diluted shares outstanding, in each case as of February 13, 2026 and as provided by Company management. This analysis indicated the following implied per share reference range for the Company, as compared to the $10.90 per share Merger Consideration:

To determine the implied enterprise value reference range for the Company, Moelis added back the Company’s debt (at share) and the Company Preferred Stock, and subtracted cash (at share) to the implied equity value range calculated above. This analysis indicated the following implied enterprise value reference range for the Company, as compared to the enterprise value implied by the $10.90 per share Merger Consideration:

Moelis reviewed financial information of certain selected transactions announced since 2022 involving target businesses engaged in the multifamily real estate business whose operations Moelis believed, based on its experience and professional judgment, were generally relevant in certain respects to the Multifamily Business for purposes of Moelis’ analysis. Moelis noted that no single target company was directly comparable to the Multifamily Business across a range of operating and financial criteria and focused on companies with similar asset classes and geographic market as the Multifamily Business. Moelis reviewed, among other things, premium/discount of the purchase price to the relevant company’s publicly

available NAV immediately preceding announcement of the relevant transaction. Moelis also reviewed corresponding information and corresponding premium/discount to NAV for the Company at the $10.90 per share Merger Consideration based on mean consensus research analyst estimates. This data is summarized in the following table:

The premium/discount to NAV data shown above informed the NAV discount applied to the Company described in the section below titled “—Selected Precedent Transactions Analysis—Total Implied Value of the Company—Discount to NAV”.

Moelis reviewed, but did not use, nominal cap rates and/or offer price cap rates from the selected precedent transactions to imply a GAV range for the Multifamily Business, but instead used the nominal cap rate range used in the Multifamily Selected Publicly Traded Companies Analysis. Moelis determined to use the nominal cap rate range used in the Multifamily Selected Publicly Traded Companies Analysis because, among other things, such analysis uses current nominal cap rates, which reflect current market conditions, as opposed to the nominal and offer cap rates indicated for the selected precedent transactions, which reflect macro environments as of the date of the relevant transaction.

Based on the foregoing and using its professional judgment, Moelis selected a nominal cap rate reference range of 4.75% to 5.75%. Moelis then divided the Company’s Q4 2025 Run-Rate Multifamily NOI estimates from the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary by such reference range to derive an implied GAV range for the Multifamily Business. The foregoing analysis indicated an implied GAV range for the Multifamily Business of $4.737 billion to $5.735 billion.

Commercial Business

Moelis reviewed financial information of certain selected transactions announced since 2022 involving target businesses engaged in the commercial real estate business whose operations Moelis believed, based on its experience and professional judgment, were generally relevant in certain respects to the Commercial Business for purposes of Moelis’ analysis. Moelis noted that no single target company was directly comparable to the Commercial Business across a range of operating and financial criteria and focused on companies with similar asset classes and geographic market as the Commercial Business.

Moelis reviewed, among other things, premium/discount of the purchase price to the relevant company’s publicly available NAV immediately preceding announcement of the relevant transaction. Moelis also reviewed corresponding information and corresponding premium/discount to NAV for the Company based on mean consensus research analyst estimates. This data is summarized in the following table:

The premium/discount to NAV data shown above informed the NAV discount applied to the Company described in the section below titled “—Selected Precedent Transactions Analysis—Total Implied Value of the Company—Discount to NAV.”

Moelis reviewed, but did not use, nominal cap rates and/or offer price cap rates from the selected precedent transactions to imply a GAV range for the Commercial Business, but instead used the nominal cap rate range used in the Commercial Selected Publicly Traded Companies Analysis. Moelis determined to use the nominal cap rate range used in the Commercial Selected Publicly Traded Companies Analysis because, among other things, such analysis uses current nominal cap rates, which reflect current market conditions, as opposed to the nominal cap rates or offer cap rates indicated for the selected precedent transactions, which reflect macro environments as of the date of the relevant transaction.

Based on the foregoing and using its professional judgment, Moelis selected a nominal cap rate reference range of 5.75% to 7.00%. Moelis then divided the Company’s Q4 2025 Run-Rate Commercial NOI estimates from the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary by such reference range to derive an implied GAV range for the Commercial Business. The foregoing analysis indicated an implied GAV range for the Commercial Business of $1.976 billion to $2.406 billion.

Moelis reviewed financial information of certain selected transactions announced since 2017 involving target businesses engaged in asset management whose operations Moelis believed, based on its experience and professional judgment, were generally relevant in certain respects to the Investment Management Base Fee Business for purposes of Moelis’ analysis and for which transaction value (“TV”) /Adj. EBITDA multiples were publicly available. In particular, Moelis reviewed transactions where the target was a global asset manager with a focus on alternative investments across real estate, infrastructure, private credit and/or other alternative asset classes given the Investment Management Business’ focus on alternative assets. Moelis excluded transactions with targets that were pure traditional asset managers given their distinct business models and no meaningful exposure to alternative investments as opposed to the traditional asset managers observed in the Selected Publicly Traded Companies Analysis that have some exposure to alternative investments.

Moelis reviewed implied TV (which was calculated as the TEV of the target business or, if such data was not publicly available, the equity value of the target business) of each target business as a multiple of Adj. EBITDA (as reported publicly) immediately preceding or at the announcement of the relevant transaction. Implied TVs were based on the announced purchase prices paid for the target businesses, as well as publicly available financial data for such target businesses. This data is summarized in the following table:

Moelis noted that, while none of the selected precedent transactions were directly comparable to the Transactions, Apollo’s acquisition of Bridge Investment Group and Federated Hermes’ acquisition of FCP Fund LP are the most similar to the Transactions given the targets’ focus on real estate investments. As such, the low end of the multiple range was informed by Federated Hermes’ acquisition of FCP Fund LP and the high end of the range was informed by Apollo’s acquisition of Bridge Investment Group and the median of the selected precedent transactions.

Based on the foregoing and using its professional judgment, Moelis selected a multiple range of 12.0x to 15.0x TV/Adj. EBITDA. Moelis then applied such multiple range to the Investment Management Base Fee Business 2025 EBITDA from the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary to derive an implied range of enterprise values for the Investment Management Base Fee Business. This analysis indicated an implied enterprise value range for the Investment Management Base Fee Business of $547 million to $683 million.

Moelis separately calculated the implied enterprise value attributable to Accrued Carried Interest as described above in the section titled “—Selected Publicly Traded Companies Analysis—Accrued Carried Interest.”

This analysis indicated an implied value for the Accrued Carried Interest of $19 million.

Moelis separately calculated the implied enterprise value of the Loan Investments Business as described above in the section titled “—Selected Publicly Traded Companies Analysis—Loan Investments Business.”

This analysis indicated an implied enterprise value range for the Loan Investments Business of $185 million to $226 million.

Moelis separately calculated the implied GAV of the Lease-Up, Development and Residential Business as described above in the section titled “—Selected Publicly Traded Companies Analysis—Lease-Up, Development and Residential Business.”

This analysis indicated an implied GAV for the Lease-Up, Development and Residential Business of $1.797 billion.

Specified Acquired Business

Moelis separately calculated the implied enterprise value of the Specified Acquired Business using the purchase price and a DCF analysis as described above in the section titled “—Selected Publicly Traded Companies Analysis—Specified Acquired Business.”

This analysis indicated an implied enterprise value range for the Specified Acquired Business of $214 million to $351 million.

Total Implied Value of the Company

To determine the implied enterprise value range of the Company based on the foregoing analyses, Moelis added the foregoing enterprise value ranges and GAV ranges, as applicable, of each of the Multifamily Business, the Commercial Business, the Investment Management Base Fee Business, the Accrued Carried Interest, the Loan

Investments Business, the Lease-Up, Development and Residential Business and the Specified Acquired Business to calculate an implied GAV range for the Company as a whole. From that total, Moelis then subtracted the Company’s debt (at share) and the Company Preferred Stock, and added cash (at share) to calculate an implied NAV range for the Company.

Moelis then calculated an implied equity value range for the Company by applying a discount range of 5.00% to 20.00% to the implied NAV range. The range of discounts to NAV used by Moelis was selected based on its professional judgment and experience, taking into account the discounts to NAV observed in the Multifamily and Commercial selected precedent transactions. The NAV discounts observed in precedent transactions appropriately reflect the discounts at which market participants have been willing to transact in the real estate industry. Moelis noted that the Company’s complexity of operations, high G&A burden, subscale sub-portfolios and taxable income status (as opposed to REITs) justified a higher discount than the targets reviewed in the selected precedent transactions and could have justified a higher discount range than 5.00% to 20.00%, particularly in light of the Company’s high (and increasing) G&A burden.

To determine the implied per share reference range for the Company, Moelis divided the implied equity value range calculated above by the Company’s fully diluted shares outstanding, in each case as of February 13, 2026 and as provided by Company management. This analysis indicated the following implied per share reference range for the Company, as compared to the $10.90 per share Merger Consideration:

Implied Enterprise Value Range

To determine the implied enterprise value reference range for the Company, Moelis added back the Company’s debt (at share) and the Company Preferred Stock, and subtracted cash (at share) to the implied equity value range calculated above. This analysis indicated the following implied total enterprise value reference range for the Company, as compared to the total enterprise value implied by the $10.90 per share Merger Consideration:

Moelis reviewed financial information of certain selected asset-level transactions occurring between October 1, 2025 and December 31, 2025 involving multifamily assets with a value of over $10 million occurring in U.S. and European markets where the Company owns real estate assets and for which relevant information was publicly available.

Moelis reviewed the average asset-level cap rates implied by observed transaction data, separated by geographic market, as reported by each of Real Capital Analytics (“RCA”), CoStar and GSA. Moelis then weighed the data based on the Company’s Q4 2025 Run-Rate NOI by region. Moelis also reviewed nominal cap rates by geographic market, as reported by CoStar and GSA. This data is summarized in the following table:

Based on the foregoing and using its professional judgment, Moelis selected a nominal cap rate reference range of 5.00% to 5.50%. Moelis then divided the Company’s Q4 2025 Run-Rate Multifamily NOI estimates from the Adjusted Q4 2025 Run-Rate NOI and Components of Value Summary by such reference range to derive an implied GAV range for the Multifamily Business. The foregoing analysis indicated an implied GAV range for the Multifamily Business of $4.953 billion to $5.448 billion.

Moelis reviewed financial information of certain selected asset-level transactions occurring between October 1, 2025 to December 31, 2025 involving (i) office or industrial space in excess of 10,000 square feet and/or (ii) retail space in excess of 25,000 square feet, in each case occurring in U.S. and European markets where the Company owns real estate assets and for which relevant information was publicly available.

Moelis reviewed the average asset-level cap rates implied by observed transaction data, separated by geographic market, as reported by each of RCA, CoStar and GSA. Moelis then weighed the data based on the Company’s Q4 2025 Run-Rate NOI by region. Moelis also reviewed nominal cap rates by geographic market, as reported by CoStar and GSA. This data is summarized in the following table: