Kennedy-Wilson Holdings, Inc., a Delaware corporation ("we," "us," "our," or the "Company") is filing this Amendment No. 1 on Form 10-K/A ("Form 10-K/A") to amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 ("2025 Form 10-K"), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 27, 2026, to include the information required by Items 10 through 14 of Part III of Form 10-K. This information was previously omitted from the 2025 Form 10-K in reliance on General Instruction G(3) to Form 10-K. This Form 10-K/A amends and restates in their entirety Items 10 through 14 of Part III of the 2025 Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), certifications by the Company's principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A.
Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the 2025 Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the 2025 Form 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the 2025 Form 10-K was filed. Accordingly, this Form 10-K/A should be read in conjunction with the 2025 Form 10-K and our other filings with the SEC.