X0202 SCHEDULE 13D/A 0001104659-22-115972 0000915191 XXXXXXXX LIVE 6 Common Stock, $0.0001 Par Value 03/15/2026 false 0001408100 489398107 Kennedy-Wilson Holdings, Inc.

151 S El Camino Drive Beverly Hills CA 90212

Peter Clarke, President, COO (416) 367-4941 Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario A6 M5J 2N7 Sean J. Skiffington (416) 360-8484 Allen Overy Shearman Sterling US LLP Commerce Court West, 199 Bay Street Toronto, Ontario A6 M5L 1E8 Ryan E. Robski (416) 360-8484 Allen Overy Shearman Sterling US LLP Commerce Court West, 199 Bay Street Toronto, Ontario A6 M5L 1E8 Y V. PREM WATSA b OO N Z4 0.00 30951179.00 0.00 30951179.00 30951179.00 N 19.9 IN Shares beneficially owned by the Reporting Persons are held or issuable to pursuant to warrants. Certain of the warrants are subject to a limitation on a holder's right to exercise such warrants and receive Shares that results in beneficial ownership in excess of 19.9% of the then-outstanding Shares or the voting power thereof, unless and until the requisite shareholder approval is obtained. As a result of such restriction, the Reporting Persons are deemed to beneficially own only 30,951,179 Shares. Without giving effect to such restriction, the Reporting Persons would be deemed to beneficially own 38,703,549 Shares, representing approximately 23.7% of the outstanding Shares on an as-converted basis. Y THE SECOND 810 HOLDCO LTD b OO N Z4 0.00 30951179.00 0.00 30951179.00 30951179.00 N 19.9 CO Shares beneficially owned by the Reporting Persons are held or issuable to pursuant to warrants. Certain of the warrants are subject to a limitation on a holder's right to exercise such warrants and receive Shares that results in beneficial ownership in excess of 19.9% of the then-outstanding Shares or the voting power thereof, unless and until the requisite shareholder approval is obtained. As a result of such restriction, the Reporting Persons are deemed to beneficially own only 30,951,179 Shares. Without giving effect to such restriction, the Reporting Persons would be deemed to beneficially own 38,703,549 Shares, representing approximately 23.7% of the outstanding Shares on an as-converted basis. Y THE SECOND 1109 HOLDCO LTD. b OO N Z4 0.00 30951179.00 0.00 30951179.00 30951179.00 N 19.9 CO Shares beneficially owned by the Reporting Persons are held or issuable to pursuant to warrants. Certain of the warrants are subject to a limitation on a holder's right to exercise such warrants and receive Shares that results in beneficial ownership in excess of 19.9% of the then-outstanding Shares or the voting power thereof, unless and until the requisite shareholder approval is obtained. As a result of such restriction, the Reporting Persons are deemed to beneficially own only 30,951,179 Shares. Without giving effect to such restriction, the Reporting Persons would be deemed to beneficially own 38,703,549 Shares, representing approximately 23.7% of the outstanding Shares on an as-converted basis. Y THE SIXTY TWO INVESTMENT COMPANY LIMITED b OO N A1 0.00 30951179.00 0.00 30951179.00 30951179.00 N 19.9 CO Shares beneficially owned by the Reporting Persons are held or issuable to pursuant to warrants. Certain of the warrants are subject to a limitation on a holder's right to exercise such warrants and receive Shares that results in beneficial ownership in excess of 19.9% of the then-outstanding Shares or the voting power thereof, unless and until the requisite shareholder approval is obtained. As a result of such restriction, the Reporting Persons are deemed to beneficially own only 30,951,179 Shares. Without giving effect to such restriction, the Reporting Persons would be deemed to beneficially own 38,703,549 Shares, representing approximately 23.7% of the outstanding Shares on an as-converted basis. 0000915191 N FAIRFAX FINANCIAL HOLDINGS LIMITED b OO N Z4 0.00 30951179.00 0.00 30951179.00 30951179.00 N 19.9 CO Shares beneficially owned by the Reporting Persons are held or issuable to pursuant to warrants. Certain of the warrants are subject to a limitation on a holder's right to exercise such warrants and receive Shares that results in beneficial ownership in excess of 19.9% of the then-outstanding Shares or the voting power thereof, unless and until the requisite shareholder approval is obtained. As a result of such restriction, the Reporting Persons are deemed to beneficially own only 30,951,179 Shares. Without giving effect to such restriction, the Reporting Persons would be deemed to beneficially own 38,703,549 Shares, representing approximately 23.7% of the outstanding Shares on an as-converted basis. 0001275984 N FFHL GROUP LTD. b OO N Z4 0.00 29248389.00 0.00 29248389.00 29248389.00 N 18.8 CO 0001275996 N FAIRFAX (US) INC b OO N DE 0.00 21601039.00 0.00 21601039.00 21601039.00 N 13.9 CO Y ODYSSEY GROUP HOLDINGS, INC. b OO N DE 0.00 12156496.00 0.00 12156496.00 12156496.00 N 7.8 CO 0001243947 N ODYSSEY REINSURANCE CO b OO N CT 0.00 12028530.00 0.00 12028530.00 12028530.00 N 7.7 CO Y NEWLINE HOLDINGS UK LIMITED b OO N X0 0.00 434783.00 0.00 434783.00 434783.00 N 0.3 CO Y NEWLINE CORPORATE NAME LIMITED b OO N X0 0.00 434783.00 0.00 434783.00 434783.00 N 0.3 CO 0001168338 N CRUM & FORSTER HOLDINGS CORP. b OO N DE 0.00 4641526.00 0.00 4641526.00 4641526.00 N 3.0 CO 0000101618 N UNITED STATES FIRE INSURANCE CO b OO N DE 0.00 4641526.00 0.00 4641526.00 4641526.00 N 3.0 CO Y THE NORTH RIVER INSURANCE COMPANY b OO N NJ 0.00 2320763.00 0.00 2320763.00 2320763.00 N 1.5 CO 0001276413 N TIG INSURANCE CO b OO N CA 0.00 2952086.00 0.00 2952086.00 2952086.00 N 1.9 CO Y RESOLUTION GROUP REINSURANCE (BARBADOS) LIMITED b OO N C8 0.00 1180109.00 0.00 1180109.00 1180109.00 N 0.8 CO Y ZENITH NATIONAL INSURANCE CORP. b OO N DE 0.00 670822.00 0.00 670822.00 670822.00 N 0.4 CO Y ZENITH INSURANCE COMPANY b OO N CA 0.00 670822.00 0.00 670822.00 670822.00 N 0.4 CO Y NORTHBRIDGE FINANCIAL CORPORATION b OO N Z4 0.00 3877772.00 0.00 3877772.00 3877772.00 N 2.5 CO Y FAIRFAX (BARBADOS) INTERNATIONAL CORP. b OO N C8 0.00 616903.00 0.00 616903.00 616903.00 N 0.4 CO Y WENTWORTH INSURANCE COMPANY LTD. b OO N C8 0.00 616903.00 0.00 616903.00 616903.00 N 0.4 CO Y FAIRFAX UK HOLDINGS LIMITED b OO N X0 0.00 3152675.00 0.00 3152675.00 3152675.00 N 2.0 CO Y BRIT GROUP HOLDINGS LIMITED b OO N X0 0.00 3152675.00 0.00 3152675.00 3152675.00 N 2.0 CO Y BRIT INSURANCE HOLDINGS LIMITED b OO N X0 0.00 3152675.00 0.00 3152675.00 3152675.00 N 2.0 CO Y BRIT SYNDICATES LIMITED b OO N X0 0.00 1433806.00 0.00 1433806.00 1433806.00 N 0.9 CO Y BRIT REINSURANCE (BERMUDA) LIMITED b OO N D0 0.00 1718869.00 0.00 1718869.00 1718869.00 N 1.1 CO Y 1102952 B.C. UNLIMITED LIABILITY COMPANY b OO N A1 0.00 8838257.00 0.00 8838257.00 8838257.00 N 5.7 CO Y ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD b OO N D0 0.00 8838257.00 0.00 8838257.00 8838257.00 N 5.7 CO Y ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD b OO N D0 0.00 8838257.00 0.00 8838257.00 8838257.00 N 5.7 CO Y ALLIED WORLD ASSURANCE COMPANY, LTD b OO N D0 0.00 8838257.00 0.00 8838257.00 8838257.00 N 5.7 CO Y ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD b OO N D0 0.00 8838257.00 0.00 8838257.00 8838257.00 N 5.7 CO Y ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC. b OO N DE 0.00 8221354.00 0.00 8221354.00 8221354.00 N 5.3 CO Y ALLIED WORLD INSURANCE COMPANY b OO N NH 0.00 8221354.00 0.00 8221354.00 8221354.00 N 5.3 CO Y AW UNDERWRITERS INC. b OO N DE 0.00 2189395.00 0.00 2189395.00 2189395.00 N 1.4 CO Y ALLIED WORLD SPECIALTY INSURANCE COMPANY b OO N DE 0.00 2189395.00 0.00 2189395.00 2189395.00 N 1.4 CO Y ALLIED WORLD SURPLUS LINES INSURANCE COMPANY b OO N AR 0.00 664940.00 0.00 664940.00 664940.00 N 0.4 CO Y ALLIED WORLD ASSURANCE COMPANY (U.S.) INC. b OO N DE 0.00 996104.00 0.00 996104.00 996104.00 N 0.6 CO Y ALLIED WORLD ASSURANCE COMPANY (EUROPE) DAC b OO N L2 0.00 616903.00 0.00 616903.00 616903.00 N 0.4 CO Y CRC REINSURANCE LIMITED b OO N C8 0.00 616903.00 0.00 616903.00 616903.00 N 0.4 CO Common Stock, $0.0001 Par Value Kennedy-Wilson Holdings, Inc. 151 S El Camino Drive Beverly Hills CA 90212 Explanatory Note Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 6 to Schedule 13D (this "Amendment No. 6") amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on December 8, 2023 (as amended and supplemented prior to the date hereof, the "Existing Schedule 13D" and, as amended and supplemented by this Amendment No. 6, the "Schedule 13D"). The class of securities to which this statement relates is the Common Stock, $0.0001 par value ("Shares"), of Kennedy-Wilson Holdings, Inc. ("Kennedy-Wilson"). The address of the principal executive offices of Kennedy-Wilson is 151 S El Camino Drive, Beverly Hills, CA 90212. The following amendments to Items 4, 6 and 7 of the Existing Schedule 13D are hereby made: The disclosure in Item 4 of the Existing Schedule 13D is hereby amended and supplemented by deleting the second to last paragraph thereof and adding the following at the end thereof: "Amendment to Merger Agreement On March 15, 2026, Kennedy-Wilson, Parent and Merger Sub entered into an Amendment (the "Merger Agreement Amendment") to the Agreement and Plan of Merger, dated as of February 16, 2026, by and among Kennedy-Wilson, Parent and Merger Sub (the "Original Merger Agreement", and as amended, supplemented and otherwise modified by the Merger Agreement Amendment, the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Kennedy-Wilson (the "Merger"). The Merger Agreement Amendment amends the Original Merger Agreement to require, as a condition to the completion of the Merger, and in accordance with Section 203(a)(3) of the Delaware General Corporation Law (the "DGCL"), the affirmative vote of at least two-thirds of the outstanding voting power of the (i) Shares of Kennedy-Wilson, (ii) Series A Preferred Stock (on an as-converted basis), (iii) Series B Preferred Stock (based on the number of Series B Warrants outstanding and in accordance with the certificate of designations) and (iv) Series C Preferred Stock (based on the number of Series C Warrants outstanding and in accordance with the certificate of designations), entitled to vote on the proposal to adopt the Merger Agreement (the securities described in clauses (i)-(iv), collectively, the "Voting Stock"), excluding the Voting Stock "owned" (as such term is defined in Section 203 of the DGCL) by the Voting and Support Parties and each of their respective "affiliates" and "associates" (as such terms are defined in Section 203 of the DGCL). Other than as described in this Item 4, and except as otherwise disclosed herein or in agreements described in this Schedule 13D, the Reporting Persons have no present plans or proposals that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of the instructions to Item 4 of this Statement on Schedule 13D. However, as part of the ongoing evaluation of the transactions contemplated by the Merger Agreement and other agreements described herein, the Reporting Persons may at any time review or reconsider their respective positions with respect to Kennedy-Wilson and formulate plans or proposals with respect to any of such matters and, from time to time, may hold discussions with or make formal proposals to management or Kennedy-Wilson's board of directors, other stockholders of Kennedy-Wilson or other third parties regarding such matters. There can be no assurance that the possible courses of action expressed in this Item 4 will be consummated by the Reporting Persons. The foregoing description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment, a copy of which is filed herewith as Exhibit 99.43, and is incorporated herein by reference. Item 6 of the Existing Schedule 13D is hereby amended and supplemented by the addition of the following: Item 4 references the Merger Agreement Amendment, the description of which is incorporated herein by reference. A copy of the Merger Agreement Amendment is attached as 99.43 to this Schedule 13D, and is incorporated herein by reference. Item 7 of the Existing Schedule 13D is hereby amended and supplemented by the addition of the following Exhibits: Ex. 99.39: Joint Filing Agreement by and among the Reporting Persons, dated as of March 17, 2026. Ex. 99.40: Power of Attorney, dated March 9, 2020 (incorporated by reference to Exhibit 8 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on March 9, 2020). Ex. 99.41: Power of Attorney, dated April 27, 2021 (incorporated by reference to Exhibit 4 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on June 14, 2021). Ex. 99.42: Power of Attorney, dated June 21, 2023 (incorporated by reference to Exhibit 99.18 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on November 15, 2023). Ex. 99.43: Amendment to the Agreement and Plan of Merger, dated March 15, 2026, by and among Parent, Merger Sub and Kennedy-Wilson (incorporated by reference to Exhibit 2.1 to Kennedy-Wilson's Current Report on Form 8-K, filed with the SEC on March 16, 2026). V. PREM WATSA /s/ V. Prem Watsa 03/17/2026 THE SECOND 810 HOLDCO LTD /s/ V. Prem Watsa 03/17/2026 THE SECOND 1109 HOLDCO LTD. /s/ V. Prem Watsa 03/17/2026 THE SIXTY TWO INVESTMENT COMPANY LIMITED /s/ V. Prem Watsa 03/17/2026 FAIRFAX FINANCIAL HOLDINGS LIMITED /s/ Peter Clarke 03/17/2026 FFHL GROUP LTD. /s/ V. Prem Watsa 03/17/2026 FAIRFAX (US) INC /s/ Peter Clarke 03/17/2026 ODYSSEY GROUP HOLDINGS, INC. /s/ Peter Clarke 03/17/2026 ODYSSEY REINSURANCE CO /s/ Peter Clarke 03/17/2026 NEWLINE HOLDINGS UK LIMITED /s/ Peter Clarke 03/17/2026 NEWLINE CORPORATE NAME LIMITED /s/ Peter Clarke 03/17/2026 CRUM & FORSTER HOLDINGS CORP. /s/ Peter Clarke 03/17/2026 UNITED STATES FIRE INSURANCE CO /s/ Peter Clarke 03/17/2026 THE NORTH RIVER INSURANCE COMPANY /s/ Peter Clarke 03/17/2026 TIG INSURANCE CO /s/ Peter Clarke 03/17/2026 RESOLUTION GROUP REINSURANCE (BARBADOS) LIMITED /s/ Peter Clarke 03/17/2026 ZENITH NATIONAL INSURANCE CORP. /s/ Peter Clarke 03/17/2026 ZENITH INSURANCE COMPANY /s/ Peter Clarke 03/17/2026 NORTHBRIDGE FINANCIAL CORPORATION /s/ Peter Clarke 03/17/2026 FAIRFAX (BARBADOS) INTERNATIONAL CORP. /s/ Peter Clarke 03/17/2026 WENTWORTH INSURANCE COMPANY LTD. /s/ Peter Clarke 03/17/2026 FAIRFAX UK HOLDINGS LIMITED /s/ Michael Wallace 03/17/2026 BRIT GROUP HOLDINGS LIMITED /s/ Gavin Wilkinson 03/17/2026 BRIT INSURANCE HOLDINGS LIMITED /s/ Gavin Wilkinson 03/17/2026 BRIT SYNDICATES LIMITED /s/ Gavin Wilkinson 03/17/2026 BRIT REINSURANCE (BERMUDA) LIMITED /s/ Gavin Wilkinson 03/17/2026 1102952 B.C. UNLIMITED LIABILITY COMPANY /s/ Peter Clarke 03/17/2026 ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD /s/ Peter Clarke 03/17/2026 ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD /s/ Peter Clarke 03/17/2026 ALLIED WORLD ASSURANCE COMPANY, LTD /s/ Peter Clarke 03/17/2026 ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD /s/ Peter Clarke 03/17/2026 ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC. /s/ Peter Clarke 03/17/2026 ALLIED WORLD INSURANCE COMPANY /s/ Peter Clarke 03/17/2026 AW UNDERWRITERS INC. /s/ Peter Clarke 03/17/2026 ALLIED WORLD SPECIALTY INSURANCE COMPANY /s/ Peter Clarke 03/17/2026 ALLIED WORLD SURPLUS LINES INSURANCE COMPANY /s/ Peter Clarke 03/17/2026 ALLIED WORLD ASSURANCE COMPANY (U.S.) INC. /s/ Peter Clarke 03/17/2026 ALLIED WORLD ASSURANCE COMPANY (EUROPE) DAC /s/ Peter Clarke 03/17/2026 CRC REINSURANCE LIMITED /s/ Peter Clarke 03/17/2026 Attorney-in-Fact signing pursuant to powers of attorney referenced in Exhibits 99.40, 99.41 and 99.42.