UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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(310 ) 887-6400
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N/A
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Item 8.01 Other Events
As previously announced, a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc., a Delaware corporation (the “Company” or “we”), entered into an Interest Purchase Agreement (the “Agreement”) with a wholly-owned subsidiary of Toll Brothers, Inc., a Delaware corporation (“Toll”), to acquire Toll’s apartment development platform for approximately $379.6 million, as adjusted per customary prorations and adjustments (the “Transaction”). On December 5, 2025, the Company and its partners completed the first of the phased closings of the Transaction (the “First Closing”) investing a total of $202.8 million and purchasing (i) Toll’s ownership interests and certain contractual arrangements in a total of four completed multifamily and student housing properties; and (ii) a significant portion of Toll’s current and future multifamily and student housing property development pipeline both owned and under contract to acquire that are subject to purchase by the Company and its partners pursuant to the terms of the Agreement.
Upon completion of all of the closings in the Transaction, the Company expects its total investment in the Transaction to be approximately $126.3 million, which includes $102.5 million that the Company invested in the First Closing (inclusive of a $25.0 million deposit that was paid by the Company and held in escrow as of the date of signing the Agreement, of which $22.5 million was applied towards the Company’s investment in the First Closing). The Company currently expects to complete the remaining closings in the Transaction to acquire the remaining assets under the Agreement (as described below) in December 2025 and January 2026. There can be no assurance that the Company and its partners will complete the remaining closings.
Upon closing of the total Transaction (including the assets acquired in the First Closing), the Company and its partners expect to acquire (i) Toll’s ownership interests and certain contractual arrangements in a total of 18 properties, which includes 17 multifamily properties and one student housing property (collectively the “Property Portfolio”); and (ii) Toll’s current and future multifamily and student housing property development pipeline (the “Transaction Pipeline”). The Property Portfolio consists of a total of 5,056 units across fifteen completed assets and, when completed, an additional 1,008 units across three assets that have been capitalized with equity partner and debt financing and are currently under construction. Toll’s aggregate equity ownership interest in the Property Portfolio is approximately 37% and the assets comprising the Property Portfolio are located throughout the United States. Upon acquisition of the Property Portfolio, the Company will earn development and construction management fees and carried interest opportunities under Toll’s existing partnership arrangements for certain of the assets that are held in joint ventures with various partners. The Transaction Pipeline currently consists of ownership interests in four land positions (three of the four positions were acquired by the Company in the First Closing) as well as a future development pipeline including 24 separate purchase agreements to acquire land positions (18 of the 24 purchase agreements were acquired by the Company in the First Closing) throughout strategic markets in the United States. Upon closing the Transaction, the Company currently expects to own (i) approximately 8% of the ownership interest in the Property Portfolio and (ii) approximately 95% of the ownership interest in the Transaction Pipeline and would look to capitalize these Transaction Pipeline opportunities going forward with equity capital from partners and construction loans (with the Company’s ownership interests in these opportunities ultimately expected to be between approximately 5% to 20%).
In addition, as part of the First Closing, the Company and Toll entered into an asset management agreement whereby the Company will manage certain multifamily and student housing properties that will continue to be owned, in whole or in part, by Toll (the “Toll Assets”). The Toll Assets that will be managed by the Company will also include the assets that are part of the Transaction that the Company has not yet acquired as part of the First Closing until such assets are acquired by the Company and its partners as described above. The Company will earn customary asset management fees, development and construction management fees, disposition fees and potential success fees and financing fees under the terms of the asset management agreement. The Company will also earn customary fees from its partners that invest alongside the Company in the Transaction.
Additionally, as part of the First Closing, certain Toll employees that were a part of Toll’s apartment development platform joined the Company as employees, including the platform’s executive leadership team. This apartment development platform team will continue to manage the Property Portfolio and the Toll Assets as well as further grow and scale the Company’s rental housing development platform.
The Company utilized existing liquidity and funds from its corporate revolving credit facility to fund its equity investment in the First Closing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are necessarily estimates reflecting the judgment of our senior management based on our current estimates, expectations, forecasts and projections and include comments that express our current opinions about trends and factors that may impact future operating results. Disclosures that use words such as
“believe,” “may,” “anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. Forward-looking statements involve significant known and unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. There is no assurance that the proposed Transaction will be consummated, and there are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein.
Forward-looking statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of our control, and involve known and unknown risks and uncertainties that could cause our actual results, performance or achievement, or industry results to differ materially from any future results, performance or achievements, expressed or implied by such forward-looking statements. These risks and uncertainties may include the risks and uncertainties described elsewhere in this report and other filings with the Securities and Exchange Commission (the “SEC”), including the Item 1A. “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024. Any such forward-looking statements, whether made in this report or elsewhere, should be considered in the context of the various disclosures made by us about our businesses including, without limitation, the risk factors discussed in our filings with the SEC. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KENNEDY-WILSON HOLDINGS, INC. | ||||||||
| By: | /s/ JUSTIN ENBODY | |||||||
| Justin Enbody | ||||||||
| Chief Financial Officer | ||||||||
Date: December 8, 2025