Amendment to Delisting Transaction Statement (Form SC 13E3/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 3)

RULE 13E-3 TRANSACTION STATEMENT

UNDER SECTION 13(e) OF

THE SECURITIES EXCHANGE ACT OF 1934

KENNEDY-WILSON HOLDINGS, INC.

(Name of Issuer)

Kennedy-Wilson Holdings, Inc.

Kona Bidco, LLC

Kona Intermediateco, LLC

Kona Management Holdco, LLC

William J. McMorrow

William J. McMorrow Revocable Trust

In Ku Lee

Matthew Windisch

Fairfax Financial Holdings Limited

V. Prem Watsa

The Second 810 Holdco Ltd.

The Second 1109 Holdco Ltd.

The Sixty Two Investment Company Limited

Hamblin Watsa Investment Counsel Ltd.

FFHL Group Ltd.

Fairfax (Barbados) International Corp.

Wentworth Insurance Company Ltd.

Fairfax (US) Inc.

Resolution Group Reinsurance (Barbados) Limited

Odyssey Group Holdings, Inc.

Odyssey Reinsurance Company

Odyssey Reinsurance (Barbados) Ltd.

Crum & Forster Holdings Corp.

United States Fire Insurance Company

The North River Insurance Company

TIG Insurance Company

Northbridge General Insurance Corporation

Northbridge Financial Corporation

Zenith National Insurance Corp.

Zenith Insurance Company

1102952 B.C. Unlimited Liability Company

Allied World Assurance Company Holdings, Ltd

Allied World Assurance Company Holdings I, Ltd

Allied World Assurance Company, Ltd

Allied World Assurance Holdings (Ireland) Ltd

Allied World Assurance Company (Europe) dac

Allied World Assurance Holdings (U.S.) Inc.

Allied World Insurance Company

AW Underwriters Inc.

Allied World Specialty Insurance Company

Allied World Surplus Lines Insurance Company

Allied World Assurance Company (U.S.) Inc.

CRC Reinsurance Limited

Newline Holdings UK Limited

Newline Corporate Name Limited

Fairfax UK Holdings Limited

Brit Group Holdings Limited

Brit Insurance Holdings Limited

Brit Syndicates Limited

Brit Reinsurance (Bermuda) Limited

Federated Insurance Company of Canada

Hudson Insurance Company

Hudson Excess Insurance Company

(Name of Persons Filing Statement)

Common Stock, par value $0.0001 per share

(Title of class of Securities)

489398107

(CUSIP Number of Class of Securities)

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Allied World Surplus Lines Insurance Company Allied World Assurance Company (U.S.) Inc. CRC Reinsurance Limited Newline Holdings UK Limited Newline Corporate Name Limited Fairfax UK Holdings Limited Brit Group Holdings Limited Brit Insurance Holdings Limited Brit Syndicates Limited Brit Reinsurance (Bermuda) Limited Federated Insurance Company of Canada Hudson Insurance Company Hudson Excess Insurance Company 95 Wellington Street West, Suite 802 Toronto, Ontario, Canada M5J 2N7 (416) 367-4941

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☒

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS TRANSACTION, PASSED ON THE MERITS OR THE FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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INTRODUCTION

This Amendment No. 3 (this "Final Amendment"), which amends and supplements the Rule 13e-3 transaction statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the "SEC") on March 20, 2026 (as amended by Amendment No. 2 filed with the SEC on May 5, 2026 and Amendment No. 1 filed with the SEC on April 27, 2026, together with the exhibits hereto, the "Schedule 13E-3" or "Transaction Statement"), is being filed with the SEC pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (i) Kennedy-Wilson Holdings, Inc., a Delaware corporation (the "Company"), (ii) Kona Bidco, LLC, a Delaware limited liability company ("Parent"), (iii) Kona Intermediateco, LLC, a Delaware limited liability company ("Intermediateco"), (iv) Kona Management Holdco, LLC, a Delaware limited liability company ("Holdco"), (v) William J. McMorrow, a natural person, (vi) William J. McMorrow Revocable Trust, a trust organized in California, (vii) In Ku Lee, a natural person, (viii) Matthew Windisch, a natural person, (ix) Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada ("Fairfax"), (x) V. Prem Watsa, a natural person, (xi) The Second 810 Holdco Ltd., a corporation incorporated under the laws of Canada, (xii) The Second 1109 Holdco Ltd., a corporation incorporated under the laws of Canada, (xiii) The Sixty Two Investment Company Limited, a corporation incorporated under the laws of British Columbia, (xiv) Hamblin Watsa Investment Counsel Ltd., a corporation incorporated under the laws of Canada, (xv) FFHL Group Ltd., a corporation incorporated under the laws of Canada, (xvi) Fairfax (Barbados) International Corp., a corporation incorporated under the laws of Barbados, (xvii) Wentworth Insurance Company Ltd, a corporation incorporated under the laws of Barbados, (xviii) Fairfax (US) Inc., a corporation incorporated under the laws of Delaware, (xix) Resolution Group Reinsurance (Barbados) Limited, a corporation incorporated under the laws of Barbados, (xx) Odyssey Group Holdings, Inc., a corporation incorporated under the laws of Delaware, (xxi) Odyssey Reinsurance Company, a corporation incorporated under the laws of Connecticut, (xxii) Odyssey Reinsurance (Barbados) Ltd., a corporation incorporated under the laws of Barbados, (xxiii) Crum & Forster Holdings Corp., a corporation incorporated under the laws of Delaware, (xxiv) United States Fire Insurance Company, a corporation incorporated under the laws of Delaware, (xxv) The North River Insurance Company, a corporation incorporated under the laws of New Jersey, (xxvi) TIG Insurance Company, a corporation incorporated under the laws of California, (xxvii) Northbridge General Insurance Corporation, a corporation incorporated under the laws of Canada, (xxviii) Northbridge Financial Corporation, a corporation incorporated under the laws of Canada, (xxix) Zenith National Insurance Corp., a corporation incorporated under the laws of Delaware, (xxx) Zenith Insurance Company, a corporation incorporated under the laws of California, (xxxi) 1102952 B.C. Unlimited Liability Company, a corporation incorporated under the laws of British Columbia, (xxxii) Allied World Assurance Company Holdings, Ltd, a corporation incorporated under the laws of Bermuda, (xxxiii) Allied World Assurance Company Holdings I, Ltd, a corporation incorporated under the laws of Bermuda, (xxxiv) Allied World Assurance Company, Ltd, a corporation incorporated under the laws of Bermuda, (xxxv) Allied World Assurance Holdings (Ireland) Ltd, a corporation incorporated under the laws of Bermuda, (xxxvi) Allied World Assurance Company (Europe) dac, a corporation incorporated under the laws of Ireland, (xxxvii) Allied World Assurance Holdings (U.S.) Inc., a corporation incorporated under the laws of Delaware, (xxxviii) Allied World Insurance Company, a corporation incorporated under the laws of New Hampshire, (xxxix) AW Underwriters Inc., a corporation incorporated under the laws of Delaware, (xl) Allied World Specialty Insurance Company, a corporation incorporated under the laws of Delaware, (xli) Allied World Surplus Lines Insurance Company, a corporation incorporated under the laws of Arkansas, (xlii) Allied World Assurance Company (U.S.) Inc., a corporation incorporated under the laws of Delaware, (xliii) CRC Reinsurance Limited, a corporation incorporated under the laws of Barbados, (xliv) Newline Holdings UK Limited, a corporation incorporated under the laws of England and Wales, (xlv) Newline Corporate Name Limited, a corporation incorporated under the laws of England and Wales, (xlvi) Fairfax UK Holdings Limited, a corporation incorporated under the laws of England and Wales, (xlvii) Brit Group Holdings Limited, a corporation incorporated under the laws of England and Wales, (xlviii) Brit Insurance Holdings Limited, a corporation incorporated under the laws of England and Wales, (xlix) Brit Syndicates Limited, a corporation incorporated under the laws of England and Wales, (l) Brit Reinsurance (Bermuda) Limited, a corporation incorporated under the laws of Bermuda, (li) Federated Insurance Company of Canada, a corporation incorporated under the laws of Canada, (lii) Hudson Insurance Company, a corporation incorporated under the laws of Delaware, and (liii) Hudson Excess Insurance Company, a corporation incorporated under the laws of Delaware (clauses (ix)-(lii), the "Fairfax Filing Parties").

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The Transaction Statement, including this Final Amendment, relates to the Agreement and Plan of Merger, dated as of February 16, 2026 (including all exhibits and documents attached thereto, and as amended, the "Merger Agreement"), by and among the Company, Parent and Kona Merger Subsidiary, Inc. ("Merger Sub"). On June 16, 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation (the "Surviving Company"). William J. McMorrow, William J. McMorrow Revocable Trust, Matthew Windisch, In Ku Lee and certain affiliates of Fairfax that were securityholders of the Company (the "Consortium Parties") hold indirect equity interests in the Surviving Company through their ownership interests in Parent or Holdco, as applicable. As a result of the Merger, Merger Sub ceased to exist as an independent entity and, therefore, is no longer a Filing Person. Additionally, on June 5, 2026, Parent formed Intermediateco, a direct wholly owned subsidiary of Parent, and Parent transferred the shares of Merger Sub to Intermediateco immediately prior to the effective time of the Merger (the "Effective Time") on June 16, 2026.

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) under the Exchange Act to report the results of the Merger and to reflect certain updates detailed below. Except as otherwise set forth in this Final Amendment, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment. All information set forth in this Final Amendment should be read together with the information contained in or incorporated by reference into the Transaction Statement.

On May 5, 2026, the Company filed with the SEC a definitive proxy statement (the "Proxy Statement") under Regulation 14A of the Exchange Act relating to the Merger Agreement and the transactions contemplated thereby, including the Merger, which was further amended and supplemented by the filing of definitive additional materials under Regulation 14A on June 4, 2026. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and incorporated herein by reference. A copy of the Merger Agreement is attached hereto as Exhibit (d)(1) and is also included as Annex A-1 to the Proxy Statement and incorporated herein by reference.

The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all appendices thereto, is incorporated in its entirety herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the appendices thereto.

Capitalized terms used but not expressly defined in this Schedule 13E-3 shall have the respective meanings given to them in the Proxy Statement.

The information concerning the Company contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into this Schedule 13E-3 and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

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ITEM 10. SOURCE AND AMOUNTS OF FUNDS

The total amount of cash consideration payable to the Company's equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $1.6 billion, which was provided and/or arranged by affiliates of the Consortium through a combination of equity and $1.3 billion of debt financing, in respect of which debt financing Fairfax has agreed to provide a stand-by guarantee.

ITEM 15. ADDITIONAL INFORMATION

On June 10, 2026, at a special meeting of the Company's stockholders, the Company's stockholders voted to approve the Merger Agreement.

On June 16, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a subsidiary of Parent. On June 16, 2026, the Company filed a certificate of merger with the Secretary of State of the State of Delaware, pursuant to which the Merger became effective.

At the Effective Time, and as a result of the Merger:

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Immediately prior to the closing of the Merger, Parent and the applicable holders elected to cancel, and did cancel, each warrant issued in connection with the Company Series B Preferred Stock pursuant to that certain Warrant Agreement, dated as of March 8, 2022 (collectively, the "Company Series B Warrants") and issued in connection with the Company Series C Preferred Stock pursuant to that certain Warrant Agreement, dated as of June 16, 2023 (collectively, the "Company Series C Warrants" and, together with the Company Series B Warrants, the "Company Warrants"), for no consideration in accordance with the Merger Agreement.

Prior to the opening of trading on June 16, 2026, the Company notified The New York Stock Exchange ("NYSE") that the Merger had been completed and that a certificate of merger had been filed with the Secretary of State of the State of Delaware, and requested that NYSE suspend trading of the Company Common Stock on NYSE prior to the opening of trading on June 16, 2026. Trading of the Company Common Stock on NYSE was halted prior to the opening of trading on June 16, 2026. The Company also requested that NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, to effect the delisting of all the Company Common Stock from NYSE and the deregistration of such shares under Section 12(b) of the Exchange Act. As a result, the Company Common Stock will no longer be listed on NYSE.

Upon effectiveness of the Form 25, the Company intends to file a Form 15 Certification and Notice of Termination of Registration Under Section 12(g) of the Exchange Act or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Exchange Act with the SEC, requesting the termination of registration of the Company Common Stock and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to all the Company Common Stock and post-effective amendments to its registration statements on Forms S-1/A, S-3 and S-8, terminating the registration of Company securities underlying such registration statements, including the Company Common Stock.

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ITEM 16. EXHIBITS

† Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment.

* Previously filed with the Transaction Statement on Schedule 13E-3 filed with the SEC on March 20, 2026.

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SIGNATURES

After due inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of June 16, 2026

After due inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

After due inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.