Kennedy‑Wilson (KW) deregisters 20.3M shares, 4.99M warrants after merger (KW)

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. terminates and deregisters its unsold securities under a previously effective Form S-1 after completing a merger that took the company private.

The Post-Effective Amendment removes from registration 20,278,690 shares of common stock and 4,993,471 warrants that were registered but unsold; the action follows a merger effective June 16, 2026 and the company's delisting from the New York Stock Exchange.

Insights

Corporate Transactions Attorney

Deregistration formalizes removal of unsold securities after a closing merger.

The amendment invokes the Registration Statement undertaking to remove unsold registered securities by post-effective amendment. It references the Agreement and Plan of Merger dated February 16, 2026, as amended March 15, 2026, and a Merger effective June 16, 2026.

Key legal dependencies include the merger closing and the registrant's delisting; subsequent obligations will be governed by the merger agreement and any purchaser disclosures in acquired-company schedules.

Capital Markets Analyst

Administrative removal of registered securities follows privatization and NYSE delisting.

The filing states the Registration Statement that covered 20,278,690 shares and 4,993,471 warrants

Cash-flow treatment and buyer identity are specified in the merger agreement; further disclosures about consideration are not included in this excerpt.

Key Figures

Registered shares removed: 20,278,690 shares Warrants removed: 4,993,471 warrants Merger effective date: June 16, 2026 +2 more

5 metrics

Registered shares removed 20,278,690 shares registered under the Registration Statement No. 333-164926

Warrants removed 4,993,471 warrants registered to purchase Common Stock under the same Registration Statement

Merger effective date June 16, 2026 Merger Sub merged into the Registrant; company became privately held

Merger agreement dates February 16, 2026; amended March 15, 2026 Agreement and Plan of Merger and its amendment

Exchange action Delisted from the New York Stock Exchange Result of the Merger effective June 16, 2026

Key Terms

Post-Effective Amendment, deregistration of unsold securities, Agreement and Plan of Merger

3 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”)"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

deregistration of unsold securities regulatory

"removes from registration any and all securities of the Registrant registered but unsold under the Registration Statement"

Agreement and Plan of Merger legal

"pursuant to and in accordance with the Agreement and Plan of Merger, dated as of February 16, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

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Available on EDGAR 06/16/2026 - 02:33 PM Accepted by SEC EDGAR 06/16/2026 - 02:30 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on June 16, 2026

Registration No. 333-164926

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST–EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Kennedy-Wilson Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		6531		26-0508760
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

151 S. El Camino Drive

Beverly Hills, California 90212

(310) 887-6400

(Address, including Zip Code, and Telephone Number, including Area Code of Registrant’s Principal Executive Office)

Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

(800) 677-3394

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

With copies to:

Eric T. Juergens, Esq.

Debevoise & Plimpton LLP

66 Hudson Boulevard

New York, New York 10001

(212) 909-6000

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement No.  333-164926 on Form S-1, as amended (the “Registration Statement”) filed by Kennedy-Wilson Holdings, Inc. (the “Registrant”) with the Securities and Exchange Commission, declared effective on June 11, 2010, relating to the offering of up to 20,278,690 shares of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”) and 4,993,471 warrants to purchase Common Stock.

On June 16, 2026, pursuant to and in accordance with the Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026, by and among the Registrant, Kona Bidco, LLC and Kona Merger Subsidiary, Inc. (“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving corporation (the “Merger”).

As a result of the Merger, the Registrant’s Common Stock will be delisted from the New York Stock Exchange, and the Registrant has become a privately held company.

As a result of the Merger, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement and, in accordance with the undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statement as of the date hereof.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Beverly Hills, California, on June 16, 2026.

KENNEDY-WILSON HOLDINGS, INC.
By:		/s/ Justin Enbody
		Name:		Justin Enbody
		Title:		Senior Executive Vice President, Chief Financial Officer

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

What did Kennedy-Wilson (KW) do in this Post-Effective Amendment?

The company removed unsold registered securities from its Form S-1 following a completed merger on June 16, 2026. This amendment formally terminates the earlier Registration Statement and deregisters the previously registered but unsold shares and warrants.

How many shares and warrants were deregistered by Kennedy-Wilson?

The amendment removes 20,278,690 shares of common stock and 4,993,471 warrants that had been registered under the earlier Registration Statement. These figures are stated verbatim in the Post-Effective Amendment dated June 16, 2026.

Why did Kennedy-Wilson terminate the registration statement?

Termination followed the closing of a merger in which the company became privately held and its common stock was delisted from the New York Stock Exchange. The filing cites the merger as the operative reason for ending the offering and deregistering unsold securities.

Does the amendment state who received merger consideration or other cash flows?

No; the excerpt does not state merger consideration amounts or cash recipients. The amendment references the Agreement and Plan of Merger but does not disclose specific consideration or cash-flow treatment within the provided text.

Will these deregistered securities remain issuable in the future?

The amendment removes the securities from registration under the terminated Registration Statement. Any future issuance or registration would require separate filings or actions; the excerpt does not describe future registration plans or exercises.