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What changed in Kennedy-Wilson Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Kennedy-Wilson Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+392 added−351 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in Kennedy-Wilson Holdings, Inc.'s 2025 10-K

392 paragraphs added · 351 removed · 287 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

73 edited+22 added−20 removed72 unchanged
Biggest changeGAAP. 2 Table of Contents The table below highlights some of the Company's balance sheet metrics over the past five years: (In millions) As of December 31, 2024 2023 2022 2021 2020 Balance sheet data: Cash and cash equivalents $ 217.5 $ 313.7 $ 439.3 $ 524.8 $ 965.1 Total assets 6,961.1 7,712.1 8,271.8 7,876.5 7,329.0 Mortgage debt 2,597.2 2,840.9 3,018.0 2,959.8 2,589.8 KW unsecured debt 1,877.9 1,934.3 2,062.6 1,852.3 1,332.2 KWE unsecured bonds 309.8 522.8 506.4 622.8 1,172.5 Kennedy Wilson equity 1,601.2 1,755.1 1,964.0 1,777.6 1,644.5 Noncontrolling interests 34.8 43.3 46.4 26.3 28.2 Total equity 1,636.0 1,798.4 2,010.4 1,803.9 1,672.7 Common shares outstanding 137.4 138.7 137.8 138.0 141.4 The following table shows the historical U.S. federal income tax treatment of the Company’s common stock dividend for the years ended December 31, 2024 through 2020: December 31, 2024 2023 2022 2021 2020 Taxable Dividend 100.00 % — % 37.81 % — % 27.14 % Non-Taxable Return of Capital — % 100.00 % 62.19 % 100.00 % 72.86 % Total 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Business Segments Our operations are defined by two primary business segments: our consolidated investment portfolio (the "Consolidated Portfolio") and our co-investment portfolio (the "Co-Investment Portfolio").
Biggest changeGAAP. 2 Table of Contents The table below highlights some of the Company's balance sheet metrics over the past five years: (In millions) As of December 31, 2025 2024 2023 2022 2021 Balance sheet data: Cash and cash equivalents $ 184.5 $ 217.5 $ 313.7 $ 439.3 $ 524.8 Total assets 6,622.5 6,961.1 7,712.1 8,271.8 7,876.5 Mortgage debt 2,437.7 2,597.2 2,840.9 3,018.0 2,959.8 KW unsecured debt 2,069.8 1,877.9 1,934.3 2,062.6 1,852.3 KWE unsecured bonds — 309.8 522.8 506.4 622.8 Kennedy Wilson equity 1,535.1 1,601.2 1,755.1 1,964.0 1,777.6 Noncontrolling interests 38.3 34.8 43.3 46.4 26.3 Total equity 1,573.4 1,636.0 1,798.4 2,010.4 1,803.9 Common shares outstanding 137.9 137.4 138.7 137.8 138.0 The following table shows the historical U.S. federal income tax treatment of the Company’s common stock dividend for the years ended December 31, 2025 through 2021: December 31, 2025 2024 2023 2022 2021 Taxable Dividend — % 100.00 % — % 37.81 % — % Non-Taxable Return of Capital 100.00 % — % 100.00 % 62.19 % 100.00 % Total 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % Proposed Take-Private On February 16, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kona Bidco, LLC, a Delaware limited liability company (“Parent”), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, collectively, the “Proposed Transactions”), and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation and a subsidiary of Parent (“Surviving Company”).
In addition to our Construction Loan Portfolio, we have originated and purchased bridge loans that consist of predominantly variable rate loans, with terms that are generally three-years with one or two 12-month extension options (the "Bridge Loan Portfolio"). Our bridge loans are secured by multifamily, office, retail, industrial and hotel assets in the Western United States or United Kingdom.
In addition to our Construction Loan Portfolio, we have originated and purchased bridge loans that consist of predominantly variable rate loans, with terms that are generally three-years with one or two 12-month extension options (the "Bridge Loan Portfolio"). Our bridge loans are secured by multifamily, office, retail and hotel assets in the Western United States or United Kingdom.
Their local presence and reputation in these markets have enabled them to cultivate key relationships with major holders of property inventory, in particularly financial institutions, throughout the real estate community. • Structuring expertise and speed of execution: Prior acquisitions completed by us have taken a variety of forms, including direct property investments, joint ventures, exchanges involving stock or operating partnership units, participating loans and investments in performing and non-performing mortgages at various capital stack positions with the objective of long-term ownership.
Their local presence and reputation in these markets have enabled them to cultivate key relationships with major holders of property inventory, in particular financial institutions, throughout the real estate community. • Structuring expertise and speed of execution: Prior acquisitions completed by us have taken a variety of forms, including direct property investments, joint ventures, exchanges involving stock or operating partnership units, participating loans and investments in performing and non-performing mortgages at various capital stack positions with the objective of long-term ownership.
As a result of the rapid development, fluidity and uncertainty surrounding these situations, the Company expects that information with respect to fair value measurement may change, potentially significantly, going forward and may not be indicative of the actual impact on our business, operations, cash flows and financial condition for the year ended December 31, 2024 and future periods.
As a result of the rapid development, fluidity and uncertainty surrounding these situations, the Company expects that information with respect to fair value measurement may change, potentially significantly, going forward and may not be indicative of the actual impact on our business, operations, cash flows and financial condition for the year ended December 31, 2025 and future periods.
Foreign Currency Approximately 34% of our investment account is invested through our foreign platforms in their local currencies. Investment level debt is generally incurred in local currencies and we consider our equity investment as the appropriate exposure to evaluate for balance sheet hedging purposes.
Foreign Currency Approximately 42% of our investment account is invested through our foreign platforms in their local currencies. Investment level debt is generally incurred in local currencies and we consider our equity investment as the appropriate exposure to evaluate for balance sheet hedging purposes.
We have a hands-on approach to real estate investing and possess the 10 Table of Contents local expertise in property and asset management, leasing, construction management, development and investment sales, which we believe enable us to invest successfully in selected submarkets. • Calculated risk taking: We underwrite our investments based upon a thorough examination of property economics and a critical understanding of market dynamics and risk management strategies.
We have a hands-on approach to real estate investing and possess the local expertise in property and asset management, leasing, construction management, development and investment sales, which we believe enable us to invest successfully in selected submarkets. • Calculated risk taking: We underwrite our investments based upon a thorough examination of property economics and a critical understanding of market dynamics and risk management strategies.
The committee's main areas of focus include: • Overseeing and reviewing the Company’s ESG strategies, initiatives, and policies, including the Company’s ESG-related reporting and disclosures. • In conjunction with the Compensation Committee, overseeing and reviewing the Company’s culture and human capital management strategy, initiatives, and policies • In conjunction with the Audit Committee, overseeing risk management and oversight programs and performance-related material to ESG matters affecting Kennedy Wilson. • Compliance with all federal, state and local ESG-related mandates, including those related to climate risk and building performance.
The committee's main areas of focus include: 12 Table of Contents • Overseeing and reviewing the Company’s ESG strategies, initiatives, and policies, including the Company’s ESG-related reporting and disclosures. • In conjunction with the Compensation Committee, overseeing and reviewing the Company’s culture and human capital management strategy, initiatives, and policies • In conjunction with the Audit Committee, overseeing risk management and oversight programs and performance-related material to ESG matters affecting Kennedy Wilson. • Compliance with all federal, state and local ESG-related mandates, including those related to climate risk and building performance.
Kennedy Wilson is able to create value for its shareholders in the following ways: 9 Table of Contents • We are able to identify and acquire attractive real estate assets across many markets, in part due to the significant proprietary deal flow driven from an established global network of industry relationships, particularly with financial institutions.
Kennedy Wilson is able to create value for its shareholders in the following ways: • We are able to identify and acquire attractive real estate assets across many markets, in part due to the significant proprietary deal flow driven from an established global network of industry relationships, particularly with financial institutions.
This structure results in VHH maintaining on average 75% of the economic ownership interests in the assets across the portfolio. 5 Table of Contents Our VHH platform also has a development component where we find suitable sites and develop properties from the ground up and then lease up the property upon the completion of construction.
This structure results in VHH maintaining on average 75% of the economic ownership interests in the assets across the portfolio. Our VHH platform also has a development component where we find suitable sites and develop properties from the ground up and then lease up the property upon the completion of construction.
Any document we file is available 13 Table of Contents at the SEC's internet address at http://www.sec.gov (this website address is not intended to function as a hyperlink, and the information contained in, or accessible from, the SEC's website is not intended to be a part of this filing).
Any document we file is available at the SEC's internet address at http://www.sec.gov (this website address is not intended to function as a hyperlink, and the information contained in, or accessible from, the SEC's website is not intended to be a part of this filing).
We are no longer accruing interest under these loans and accounting for them on a cash basis going forward. Commercial Our industrial portfolio consists of approximately 12.4 million rentable square feet of distribution centers located primarily in the United Kingdom, Ireland and the Mountain West and Northern California regions of the United States.
We are no longer accruing interest under these loans and accounting for them on a cash basis going forward. Commercial Our industrial portfolio consists of approximately 12.6 million rentable square feet of distribution centers located primarily in the United Kingdom, Ireland and the Mountain West, Northern California, Washington and Southeastern regions of the United States.
As of December 31, 2024, we held 19 investments primarily comprised of 1,069 acres of land located in Hawaii and the Western United States and are primarily invested through our Co-Investment Portfolio. These investments are in various stages of completion, ranging from securing the proper entitlements on land positions to sales of units/lots.
As of December 31, 2025, we held 36 investments primarily comprised of 1,069 acres of land located in Hawaii and the Western United States and are primarily invested through our Co-Investment Portfolio. These investments are in various stages of completion, ranging from securing the proper entitlements on land positions to sales of units/lots.
Any prolonged downturn in the financial markets or a recession or continued volatility in the financial markets, either globally or locally in the United States or in other countries in which we conduct business, could impact the fair value of investments held by the Company.
Any prolonged downturn in the financial markets or a recession or continued volatility in the financial markets, either globally or locally in the United States or in other countries in which we conduct business, could 8 Table of Contents impact the fair value of investments held by the Company.
Separate accounts/Joint ventures: We have several high-quality institutional equity partners that we invest alongside with and for whom we act as the general partner and receive investment management fees. Our separate account platforms have defined investment parameters such as asset types, leverage and return profiles and expected hold periods.
Separate accounts/Joint ventures: 4 Table of Contents We have several high-quality institutional equity partners that we invest alongside with and for whom we act as the general partner and receive investment management fees. Our separate account platforms have defined investment parameters such as asset types, leverage and return profiles and expected hold periods.
Under the direct capitalization approach, the Company applies a market derived estimated capitalization rate to current and future income streams with appropriate adjustments for tenant vacancies or rent-free periods. These estimated capitalization 8 Table of Contents rates and future income streams are derived from comparable property and leasing transactions and are considered to be key inputs in the valuation.
Under the direct capitalization approach, the Company applies a market derived estimated capitalization rate to current and future income streams with appropriate adjustments for tenant vacancies or rent-free periods. These estimated capitalization rates and future income streams are derived from comparable property and leasing transactions and are considered to be key inputs in the valuation.
If these projects are brought to completion, the Company’s estimated share of the total capitalization of these projects would be approximately $46.0 million (approximately 48% of which has already been funded), which we expect would be funded through our existing equity, third-party equity, project sales, tax credit financing and secured debt financing.
If these projects are brought to completion, the Company’s estimated share of the total capitalization of these projects would be approximately $61.0 million (approximately 74% of which has already been funded), which we expect would be funded through our existing equity, third-party equity, project sales, tax credit financing and secured debt financing.
The methodology to determine the value of the Company’s investment in VHH is described above under "Multifamily-Affordable Housing." The table below describes the range of inputs used as of December 31, 2024 for real estate assets: Estimated Rates Used For Capitalization Rates Discount Rates Multifamily - Affordable Income approach - discounted cash flow 6.30% — 7.20% 8.30% — 9.20% Multifamily - Affordable GP interest Income approach - discounted cash flow N/A 16.00% — 19.50% Multifamily - Market Rate Income approach - direct capitalization 4.60% — 6.50% N/A Office Income approach - discounted cash flow 5.20% — 7.50% 7.30% — 9.30% Income approach - direct capitalization 5.30% — 10.30% N/A Industrial Income approach - discounted cash flow 5.00% —6.30% 6.30% — 7.80% Income approach - direct capitalization 4.00% — 8.90% N/A Hotel Income approach - discounted cash flow 6.00% 8.30% In valuing indebtedness, the Company considers significant inputs to be the term of the debt, value of collateral, market loan-to-value ratios, market interest rates and spreads, and credit quality of investment entities.
The methodology to determine the value of the Company’s investment in VHH is described above under "Multifamily-Affordable Housing." The table below describes the range of inputs used as of December 31, 2025 for real estate assets: Estimated Rates Used For Capitalization Rates Discount Rates Multifamily - Affordable Income approach - discounted cash flow 6.15% — 6.50% 8.15% — 8.50% Multifamily - Affordable GP interest Income approach - discounted cash flow N/A 16.30% — 18.50% Multifamily - Market Rate Income approach - direct capitalization 4.40% — 6.50% N/A Office Income approach - discounted cash flow 5.20% — 7.50% 7.50% — 9.30% Income approach - direct capitalization 5.50% — 10.40% N/A Industrial Income approach - discounted cash flow 5.00% —6.30% 6.30% — 7.80% Income approach - direct capitalization 4.00% — 9.50% N/A Hotel Income approach - discounted cash flow 5.50% 9.00% In valuing indebtedness, the Company considers significant inputs to be the term of the debt, value of collateral, market loan-to-value ratios, market interest rates and spreads, and credit quality of investment entities.
The non-GAAP table below represents the carrying value of our Co-Investment Portfolio balance sheet which is primarily at fair value (approximately 92% and 93%, respectively), at our share of the underlying investments as of December 31, 2024 and 2023. The Co-Investment Portfolio consists of our unconsolidated investments as well as our loan purchases and originations.
The non-GAAP table below represents the carrying value of our Co-Investment Portfolio balance sheet which is primarily at fair value (approximately 87% and 92%, respectively), at our share of the underlying investments as of December 31, 2025 and 2024. The Co-Investment Portfolio consists of our unconsolidated investments as well as our loan purchases and originations.
All of the assets in our industrial portfolio are in our Co-Investment Portfolio and we have a weighted average ownership interest of 18% in such assets. Our office portfolio consists of approximately 10.5 million rentable square feet of office properties located primarily in the United Kingdom, Ireland and the Western United States.
All of the assets in our industrial portfolio are in our Co-Investment Portfolio and we have a weighted average ownership interest of 18% in such assets. Our office portfolio consists of approximately 9.3 million rentable square feet of office properties located primarily in the United Kingdom, Ireland and the Western United States.
Some of our offices consist of flex space for medical lab work or light industrial use and many of our offices focus on tenants in the tech sector. Our retail portfolio consists of approximately 2.1 million square feet of primarily suburban shopping centers located in the United Kingdom as well as Dublin and Western United States.
Some of our offices consist of flex space for medical lab work or light industrial use and many of our offices focus on tenants in the tech sector. 7 Table of Contents Our retail portfolio consists of approximately 2.5 million square feet of primarily suburban shopping centers located in the United Kingdom as well as Dublin and Western United States.
As of December 31, 2024, our weighted average ownership interest in the various joint ventures that we manage was 44%. Commingled funds: We currently have four closed-end funds that we manage and through which we receive investment management fees and potentially carried interests.
As of December 31, 2025, our weighted average ownership interest in the various joint ventures that we manage was 38%. Commingled funds: We currently have four closed-end funds that we manage and through which we receive investment management fees and potentially carried interests.
Coupled with our ability to structure acquisitions in a variety of ways that fit the needs of our strategic partners, we have been able to access various forms of capital due to our experience and versatility. • Vertically integrated platform for operational enhancement: We have 246 employees in 14 offices throughout the United States, the United Kingdom and Ireland.
Coupled with our ability to structure acquisitions in a variety of ways that fit the needs of our strategic partners, we have been able to access various forms of capital due to our experience and versatility. • Vertically integrated platform for operational enhancement: We have 321 employees in 19 offices throughout the United States, the United Kingdom, Ireland and Japan.
Item 1. Business Company Overview We are a real estate investment company as well as an investment manager with over $28.0 billion of Real Estate Assets Under Management (“AUM”) in high growth markets across the United States, the United Kingdom and Ireland.
Item 1. Business Company Overview We are a real estate investment company as well as an investment manager with over $36.4 billion of Real Estate Assets Under Management (“AUM”) in high growth markets across the United States, the United Kingdom and Ireland.
We invest alongside our partners and typically have a 5% to 50% ownership interest in the assets in our Co-Investment Portfolio and through our ownership positions, we have the potential to earn carried interest as further discussed below. As of December 31, 2024, we have a weighted average ownership of 40% in our Co-Investment Portfolio.
We invest alongside our partners and typically have a 5% to 50% ownership interest in the assets in our Co-Investment Portfolio and through our ownership positions, we have the potential to earn carried interest as further discussed below. As of December 31, 2025, we have a weighted average ownership of 37% in our Co-Investment Portfolio.
We use this analysis to develop our disciplined acquisition strategies. • Management's alignment with shareholders : As of December 31, 2024, our directors and executive officers and their respective affiliates owned an aggregate of approximately 13% of the outstanding shares of our common stock.
We use this analysis to develop our disciplined acquisition strategies. • Management's alignment with shareholders : As of December 31, 2025, our directors and executive officers and their respective affiliates owned an aggregate of approximately 14% of the outstanding shares of our common stock.
During the year ended December 31, 2023, we recognized $229.3 million and $64.3 million, respectively, of net fair value losses and write downs of carried interests on Co-Investment portfolio investments. In determining estimated fair market values, the Company utilizes two approaches to value real estate, a discounted cash flow analysis and direct capitalization approach.
During the year ended December 31, 2024, we recognized $6.3 million and $49.7 million, respectively, of net fair value losses and write downs of carried interests on Co-Investment portfolio investments. In determining estimated fair market values, the Company utilizes two approaches to value real estate, a discounted cash flow analysis and direct capitalization approach.
Our methodology of estimating the fair value of such real estate investments assumes certain market inputs, including average capitalization rates at sale between 6.25% - 7.20% and discount rates ranging from 8.25% - 9.20%. • With respect to investments held by VHH with tax credit LPs, the discounted cash flow analysis also factors in the distinct economic splits between VHH and its tax credit LPs.
Our methodology of estimating the fair value of such real estate investments assumes certain market inputs, including average capitalization rates at sale between 6.15% - 6.50% and discount rates ranging from 16.25% - 18.25%. • With respect to investments held by VHH with tax credit LPs, the discounted cash flow analysis also factors in the distinct economic splits between VHH and its tax credit LPs.
Historically, this variability has caused our revenue, net income and cash flows to be tied to transaction activity, which is not necessarily concentrated in any one quarter. Employees As of December 31, 2024, we have 246 employees in 14 offices throughout the United States, the United Kingdom and Ireland.
Historically, this variability has caused our revenue, net income and cash flows to be tied to transaction activity, which is not necessarily concentrated in any one quarter. Employees As of December 31, 2025, we have 321 employees in 19 offices throughout the United States, the United Kingdom, Ireland and Japan.
The table below highlights some of the Company's key metrics over the past five years: Year Ended December 31, ($ in millions, except fee bearing capital which $ in billions) 2024 2023 2022 2021 2020 GAAP Revenue $ 531.4 $ 562.6 $ 540.0 $ 453.6 $ 454.0 Net (loss) income to Kennedy-Wilson Holdings Inc. common shareholders (76.5) (341.8) 64.8 313.2 92.9 Basic (loss) income per share of common stock (0.56) (2.46) 0.47 2.26 0.66 Diluted (loss) earnings per share of common stock (0.56) (2.46) 0.47 2.24 0.66 Non-GAAP (1) Adjusted EBITDA (1) 539.7 189.8 591.5 927.9 608.0 % change 184.4 % (67.9) % (36.3) % 52.6 % — % Adjusted Net Income (Loss) (1) 94.3 (151.3) 264.9 509.0 306.9 Adjusted Net Income (Loss) percentage change 162.3 % (157.1) % (48.0) % 65.9 % — % Non-cash fair value (losses) gains (6.3) (229.3) 114.6 213.5 47.2 Non-cash carried interests (decreases) increases (49.7) (64.3) (21.1) 117.9 2.7 Consolidated Portfolio NOI (1) 234.2 274.3 294.2 255.8 262.3 % change (14.6) % (6.8) % 15.0 % (2.5) % — % Co-Investment Portfolio NOI (1) 190.5 168.3 157.6 124.4 102.5 % change 13.2 % 6.8 % 26.7 % 21.4 % — % Fee-bearing capital 8.8 8.4 5.9 5.0 3.9 % change 4.8 % 42.4 % 18.0 % 28.2 % — % AUM 28.0 24.5 23.0 21.6 17.6 % change 14.3 % 6.5 % 6.5 % 22.7 % — % (1) Please refer to "Certain Non-GAAP Measures and Reconciliations" for a reconciliation of certain non-GAAP items to U.S.
The table below highlights some of the Company's key metrics over the past five years: Year Ended December 31, ($ in millions, except fee bearing capital which $ in billions) 2025 2024 2023 2022 2021 GAAP Revenue $ 501.0 $ 531.4 $ 562.6 $ 540.0 $ 453.6 Net (loss) income to Kennedy-Wilson Holdings Inc. common shareholders (38.8) (76.5) (341.8) 64.8 313.2 Basic (loss) income per share of common stock (0.28) (0.56) (2.46) 0.47 2.26 Diluted (loss) earnings per share of common stock (0.28) (0.56) (2.46) 0.47 2.24 Non-GAAP (1) Adjusted EBITDA (1) 549.5 539.7 189.8 591.5 927.9 % change 1.8 % 184.4 % (67.9) % (36.3) % — % Adjusted Net Income (Loss) (1) 119.8 94.3 (151.3) 264.9 509.0 Adjusted Net Income (Loss) percentage change 27.0 % (162.3) % (157.1) % (48.0) % — % Non-cash fair value gains (losses) 83.9 (6.3) (229.3) 114.6 213.5 Non-cash carried interests (decreases) increases (1.8) (49.7) (64.3) (21.1) 117.9 Consolidated Portfolio NOI (1) 214.8 234.2 274.3 294.2 255.8 % change (8.3) % (14.6) % (6.8) % 15.0 % — % Co-Investment Portfolio NOI (1) 206.4 190.5 168.3 157.6 124.4 % change 8.3 % 13.2 % 6.8 % 26.7 % — % Fee-bearing capital 11.0 8.8 8.4 5.9 5.0 % change 25.0 % 4.8 % 42.4 % 18.0 % — % AUM 36.4 28.0 24.5 23.0 21.6 % change 30.0 % 14.3 % 6.5 % 6.5 % — % (1) Please refer to "Certain Non-GAAP Measures and Reconciliations" for a reconciliation of certain non-GAAP items to U.S.
As of December 31, 2024, our weighted average ownership interest in the commingled funds that we manage was 14%. Vintage Housing Holdings ("VHH"): 4 Table of Contents Through our VHH partnership, we acquire and develop income and age restricted properties. See a detailed discussion of this business in the Multifamily section below.
As of December 31, 2025, our weighted average ownership interest in the commingled funds that we manage was 13%. Vintage Housing Holdings ("VHH"): Through our VHH partnership, we acquire and develop income and age restricted properties. See a detailed discussion of this business in the Multifamily section below.
Development and redevelopment We have development, redevelopment and entitlement projects that are underway or in the planning stages. Unlike the residential projects that are held for sale and described in the Residential and Other section below, these initiatives may ultimately result in income-producing assets. As of December 31, 2024, we are actively developing 288 multifamily units.
Development and Redevelopment We have development, redevelopment and entitlement projects that are underway or in the planning stages. Unlike the residential projects that are held for sale and described in the Residential, Hotel and Other section above, these initiatives may ultimately result in income-producing assets. As of December 31, 2025, we are actively developing 420 multifamily units.
We strive to maintain a corporate culture, that allows for better representation of different viewpoints, perspective and can bring fresh ideas to all levels of the Company. Within Kennedy Wilson’s total workforce comprises 246 employees. Training and Development Kennedy Wilson would not exist without our most important asset: our people.
We strive to maintain a corporate culture, that allows for better representation of different viewpoints, perspective and can bring fresh ideas to all levels of the Company. Training and Development Kennedy Wilson would not exist without our most important asset: our people.
As of December 31, 2024, we hold an approximate 50% interest in VHH which acts as the general partner ("GP interest") (developer/asset manager) of 60 affordable housing projects totaling 12,695 units (48 investments held with a tax credit limited partner ("tax credit LP") and 12 investments held fee simple which does not have any outside tax credit LPs).
As of December 31, 2025, we hold an approximate 50% interest in VHH which acts as the general partner ("GP interest") (developer/asset manager) of 61 affordable housing projects totaling 13,195 units (49 investments held with a tax credit limited partner ("tax credit LP") and 12 investments held fee simple which does not have any outside tax credit LPs).
In addition, as of December 31, 2024, we held interests in 118 real estate loans in our global debt platform, 81% of which have floating interest rates, with an average interest rate of 8.0% per annum, and an unpaid principal balance of $4.9 billion ($256.1 million at KW's share) compared to 101 real estate loans, 85% of which had floating interest rates, with an average interest rates of 9.4% per annum, and an unpaid principal balance of $4.9 billion ($263.0 million at KW's share) during the same period in 2023.
In addition, as of December 31, 2025, we held interests in 127 real estate loans in our global debt platform, 87% of which have floating interest rates, with an average interest rate of 7.3% per annum, and an unpaid principal balance of $5.1 billion ($205.1 million at KW's share) compared to 118 real estate loans, 81% of which had floating interest rates, with an average interest rates of 8.0% per annum, and an unpaid principal balance of $4.9 billion ($256.1 million at KW's share) during the same period in 2024.
Our investment in VHH is our largest unconsolidated investment held at estimated fair value and was held at $333.9 million and $285.9 million as of December 31, 2024 and 2023, respectively.
Our investment in VHH is our largest unconsolidated investment held at estimated fair value and was held at $388.7 million and $333.9 million as of December 31, 2025 and 2024, respectively.
Of the 10.5 million rentable square feet in our office portfolio, approximately 4.1 million rentable square feet (2.5 million rentable square feet of which is from assets located in the United Kingdom and Ireland) is in our Consolidated Portfolio and the remaining 6.4 million rentable square feet is in our Co-Investment Portfolio (which we have a weighted ownership interest of 38%).
Of the 9.3 million rentable square feet in our office portfolio, approximately 3.6 million rentable square feet (2.2 million rentable square feet of which is from assets located in the United Kingdom and Ireland) is in our Consolidated Portfolio and the remaining 5.7 million rentable square feet is in our Co-Investment Portfolio (which we have a weighted ownership interest of 29%).
We also record an estimated fair value of the our GP interests with respect to VHH ownership structures with tax credit LPs by taking the fair value of the underlying real estate utilizing the method described above and then factoring in (i) cashflow after debt service and then, (ii) discounting the net cashflow utilizing a levered discount rate that ranges between 16.0% to 19.5% (the "levered discount rates"). • With respect to investments held by VHH fee simple (without tax credit LPs), we also fair value the underlying secured loans on each of the properties, as described further below under “Fair Value Investments”.
We also record an estimated fair value on our GP interests with respect to VHH ownership structures with tax credit LPs by taking the fair value of the underlying real estate utilizing the method described above and then factoring in (i) cashflow after debt service and then, (ii) discounting the net cashflow utilizing a levered discount rate that ranges between 16.25% to 18.25% (the "levered discount rates"). • With respect to investments held by VHH fee simple (without tax credit LPs), we also fair value the underlying secured loans on each of the properties, as described further below under “Fair Value Investments”. 6 Table of Contents In addition to completed projects, VHH holds certain investments that they are currently being developed as described above.
($ in millions) December 31, 2024 December 31, 2023 Cash and cash equivalents $ 137.5 $ 94.8 Real estate and acquired in place lease values 4,564.9 4,619.7 Loan purchases and originations 243.2 259.3 Accounts receivable and other assets, net 236.9 227.3 Total Assets $ 5,182.5 $ 5,201.1 Accounts payable, accrued expenses and other liabilities 151.5 125.0 Mortgage debt 2,757.5 2,759.8 Total Liabilities 2,909.0 2,884.8 Equity $ 2,273.5 $ 2,316.3 As of December 31, 2024, our fee-bearing capital was $8.8 billion and we recognized $98.9 million in base investment management fees and had $27.6 million in net accrued carried interests receivable (allocated amounts to us on co-investments we managed based on the cumulative performance of the underlying investment), which included a non-cash write down of $64.3 million of carried interests during the year ended December 31, 2024.
($ in millions) December 31, 2025 December 31, 2024 Cash and cash equivalents $ 115.7 $ 137.5 Real estate and acquired in place lease values 4,759.0 4,564.9 Loan purchases and originations 209.2 243.2 Accounts receivable and other assets, net 193.1 236.9 Total Assets $ 5,277.0 $ 5,182.5 Accounts payable, accrued expenses and other liabilities 162.5 151.5 Mortgage debt 2,863.5 2,757.5 Total Liabilities 3,026.0 2,909.0 Equity $ 2,251.0 $ 2,273.5 As of December 31, 2025, our fee-bearing capital was $11.0 billion and we recognized $115.2 million in base investment management fees and had $18.9 million in net accrued carried interests receivable (allocated amounts to us on co-investments we managed based on the cumulative performance of the underlying investment), which included a non-cash write down of $1.8 million of carried interests during the year ended December 31, 2025.
Fair value changes consist of changes in the underlying value of properties and associated mortgage debt as well as foreign currency fluctuations (net of any hedges) for non-dollar denominated investments. During the year ended December 31, 2024, we recognized $6.3 million and $49.7 million, respectively, of net fair value losses and write downs of carried interests on Co-Investment portfolio investments.
Fair value changes consist of changes in the underlying value of properties and associated mortgage debt as well as foreign currency fluctuations (net of any hedges) for non-dollar denominated investments. During the year ended December 31, 2025, we recognized $83.9 million and $1.8 million, respectively, of net fair value gains and write downs of carried interests on Co-Investment portfolio investments.
Our competitive strengths include: • Transaction experience: Our senior management team has an average of over 23 years of real estate experience and has been working and investing together on average for almost 19 years.
Our competitive strengths include: 10 Table of Contents • Transaction experience: Our senior management team has an average of over 28 years of real estate experience and has been working and investing together on average for almost 18 years.
The VHH portfolio includes 12,695 units (10,825 operating units and 1,870 units that are under development or lease up), as of December 31, 2024. When we acquired our interest in VHH in 2015, the portfolio consisted of a total of 5,485 units. All of the VHH platform's units are included in our multifamily unit count discussed throughout this report.
The VHH portfolio includes 13,195 units (11,240 operating units and 1,955 units that are under development or lease up), as of December 31, 2025. When we acquired our interest in VHH in 2015, the portfolio consisted of a total of 5,485 units. All of the VHH platform's units are included in our multifamily unit count discussed throughout this report.
We typically wholly-own these assets, which have longer hold periods and accretive asset management opportunities. The non-GAAP table below represents a summarized balance sheet of our Consolidated Portfolio, which is held at historical depreciated cost as of December 31, 2024 and 2023. This table does not include amounts such as corporate cash and the KWI Notes.
We typically wholly-own these assets, which have longer hold periods and accretive asset management opportunities. The non-GAAP table below represents a summarized balance sheet of our Consolidated Portfolio, which is held at historical depreciated cost as of December 31, 2025 and 2024.
As of December 31, 2024, these investments had a Gross Asset Value of $261.3 million, and includes our investment in Kohanaiki a private club and residential community located in Kona, Hawaii. We have $99.6 million equity value in Kohanaiki which represents a 55% ownership interest.
As of December 31, 2025, these investments had a Gross Asset Value of $388.2 million, and includes our investment in Kohanaiki a private club and residential community located in Kona, Hawaii. We have $122.0 million equity value in Kohanaiki which represents a 55% ownership interest.
Real Estate Debt Credit We have a global credit platform that, as of December 31, 2024, had a total capacity of $12 billion with $9 billion invested or committed to future fundings.
Real Estate Debt Credit We have a global credit platform that, as of December 31, 2025, with $10.9 billion invested or committed to future fundings.
Some of our loans contain additional funding commitments that will increase our loan balances if they are utilized. As of December 31, 2024, our loans had unfulfilled capital commitments totaling $4.1 billion (our share of which was $123.4 million).
Some of our loans contain additional funding commitments that will increase our loan balances if they are utilized. As of December 31, 2025, our loans had unfulfilled capital commitments totaling $5.8 billion (our share of which was $146.6 million).
During the year ended December 31, 2024, the Company also completed a total of $797.6 million of gross acquisitions and $3.5 billion of loan investments (KW's ownership interest of 13.3% and 2.5%, respectively) and $1.2 billion of gross dispositions and $1.0 billion of loan repayments (KW's ownership interest of 61.8% and 4.9%, respectively). 1 Table of Contents Investment Approach The following is our investment approach: • Identify markets with an attractive investment landscape and the potential for growth • Establish operating platforms in our target markets • Develop local intelligence and create and maintain long-lasting relationships, primarily with financial institutions and the brokerage community • Leverage relationships and local knowledge to drive proprietary investment opportunities with a focus on off-market transactions that we expect will result in above average cash flows and returns over the long term • Acquire high quality assets, primarily through our investment management platform with strategic partners and funds that we manage • Reposition assets to enhance cash flows post-acquisition • Explore development opportunities or acquire development assets that fit within our overall investment strategy • Continuously evaluate and selectively harvest asset and entity value through strategic realizations using both the public and private markets In order to help the user of the financial statements understand our company, we have included certain five-year selected financial data.
Investment Approach The following is our investment approach: • Identify markets with an attractive investment landscape and the potential for growth • Establish operating platforms in our target markets • Develop local intelligence and create and maintain long-lasting relationships, primarily with financial institutions and the brokerage community • Leverage relationships and local knowledge to drive proprietary investment opportunities with a focus on off-market transactions that we expect will result in above average cash flows and returns over the long term • Acquire high quality assets, primarily through our investment management platform with strategic partners and funds that we manage • Reposition assets to enhance cash flows post-acquisition • Explore development opportunities or acquire development assets that fit within our overall investment strategy • Continuously evaluate and selectively harvest asset and entity value through strategic realizations using both the public and private markets In order to help the user of the financial statements understand our company, we have included certain five-year selected financial data.
During the year ended December 31, 2024, our investment management platform generated a total of $98.9 million of asset management fees representing a growth of 60% over the same period in 2023.
During the year ended December 31, 2025, our investment management platform generated a total of $115.2 million of asset management fees representing a growth of 16% over the same period in 2024.
As of December 31, 2024, we have contributed an additional $186.2 million into VHH and have received $380.9 million in cash distributions. VHH is an unconsolidated investment that we account for using the fair value option which had a carrying value of $333.9 million as of December 31, 2024.
As of December 31, 2025, we have contributed an additional $200.2 million into VHH and have received $409.1 million in cash distributions. VHH is an unconsolidated investment that we account for using the fair value option which had a carrying value of $388.7 million as of December 31, 2025.
The table below details key metrics and information of our global investment portfolio (in total and in each of our segments): Total Consolidated Co-Investments Ownership (1) AUM (billions) $ 28.0 $ 13.6 $ 14.4 35 % Rental Housing Multifamily units - market rate units (2) 25,590 9,258 16,332 57 % Multifamily units - affordable units (2) 12,695 — 12,695 45 % Single family housing units 901 — 901 10 % Real Estate Credit (primarily secured by Rental Housing Assets) Real estate debt investments - 100% (billions) 4.9 $ — $ 4.9 5 % Industrial and Other Real Estate Investments Industrial square feet (millions) (2) 12.4 — 12.4 18 % US Office square feet (millions) (2) 5.8 1.4 4.4 34 % Europe Office square feet (millions) (2) 4.6 2.5 2.1 58 % Retail square feet (millions) (2) 2.1 1.1 1.0 48 % Hotels (2) 1 — 1 50 % (1) Weighted-average ownership percentages (2) Includes amounts for properties that are stabilized, under development and unstabilized.
The table below details key metrics and information of our global investment portfolio (in total and in each of our segments): Total Consolidated Co-Investments Ownership (1) AUM (billions) $ 36.4 $ 14.7 $ 21.7 26 % Rental Housing Multifamily units - market rate units (2) 31,257 7,862 23,395 45 % Multifamily units - affordable units (2) 13,195 — 13,195 45 % Single family housing units 1,965 — 1,965 10 % Real Estate Credit (primarily secured by Rental Housing Assets) Real estate debt investments - 100% (billions) $ 10.9 $ — $ 10.9 3 % Industrial and Other Real Estate Investments Industrial square feet (millions) (2) 12.6 — 12.6 18 % US Office square feet (millions) (2) 5.5 1.4 4.1 33 % Europe Office square feet (millions) (2) 3.8 2.2 1.6 75 % Retail square feet (millions) (2) 2.5 1.0 1.5 42 % Hotels (2) 1 — 1 35 % (1) Weighted-average ownership percentages (2) Includes amounts for properties that are stabilized, under development and unstabilized.
As of December 31, 2024, $1.9 billion, or 92%, of our investments in unconsolidated investments (27% of total assets) were held at estimated fair value. As of December 31, 2024, there were cumulative fair value gains of $315.4 million which comprises 17% of the $1.9 billion carrying value of fair value unconsolidated investments that are currently held.
As of December 31, 2025, $1.8 billion, or 87%, of our investments in unconsolidated investments (27% of total assets) were held at estimated fair value. As of December 31, 2025, there were cumulative fair value gains of $373.1 million which comprises 21% of the $1.8 billion carrying value of fair value unconsolidated investments that are currently held.
Prior to the completion of the development, we estimate the fair value of these investments by applying the levered discount rate described above to the cashflow associated with the paid developer fees.
With respect to such investments VHH is paid developer fees for its work as development manager. Prior to the completion of the development, we estimate the fair value of these investments by applying the levered discount rate described above to the cashflow associated with the paid developer fees.
After we fully redeveloped the project over seven years, we fully opened the Kona Village Resort in July 2023. We currently expect the property to stabilize in 2026. We have $249.7 million equity value which represents an ownership interest of 50% in the Kona Village Resort.
After we fully redeveloped the project over seven years, we fully opened the Kona Village Resort in July 2023. We have $118.7 million equity value which represents an ownership interest of 35% in the Kona Village Resort.
As of December 31, 2024, we had three loans (in our bridge loan portfolio) out of the 118 loans in our global debt platform with a $12.7 million carrying value at our share and net of any loan reserves that are not paying interest current on a contractual basis.
As of December 31, 2025, we had six loans (all of which are within our bridge loan portfolio) out of the 127 total loans in our global debt platform with a $25.8 million carrying value at our share and net of any loan reserves that are not paying interest current on a contractual basis.
Our talent development program includes access to formal and informal mentorships, tuition reimbursement, where we are supporting employees who are seeking advanced certificates in areas of specialty that pertain to their role at Kennedy Wilson, and "Lunch and Learn" sessions.
Our talent development program includes access to formal and informal mentorships, tuition reimbursement, where we are supporting employees who are seeking advanced certificates in areas of specialty that pertain to their role at Kennedy Wilson, and "Lunch and Learn" sessions. These alongside our regular global senior management calls continue to develop our managers to become more effective leaders.
We wholly-own Kennedy Wilson Europe Real Estate Limited ("KWE"), which is domiciled in the United Kingdom and has GBP as its functional currency. KWE has investments in assets that have functional currencies of GBP and euros. Kennedy-Wilson Holdings, Inc. does not have a direct interest in the euro-denominated investments but has indirect ownership through its interest in KWE.
We wholly-own Kennedy Wilson Europe Real Estate Limited ("KWE"), which is domiciled in the United Kingdom and has GBP as its functional currency. KWE has investments in assets that have functional currencies of GBP and euros.
As of December 31, 2024, our global team, managed $28.0 billion of AUM (as noted above) of which $27.0 billion is operating properties and real estate loans (excluding development properties) which produced total revenue of $2.0 billion ($739.9 million at KW's share) compared to $22.8 billion of operating properties as of December 31, 2023 with total revenue of $1.8 billion ($736.0 million at KW's share).
As of December 31, 2025, our global team, managed $36.4 billion of AUM (as noted above) of which $32.5 billion is operating properties and real estate loans (excluding development properties and third party managed assets with no ownership interest) which produced total revenue of $2.0 billion ($713.1 million at KW's share) compared to $27.0 billion of operating properties as of December 31, 2024 with total revenue of $2.0 billion ($739.9 million at KW's share).
Additionally, the fair value of our development projects may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize.
Therefore, we typically use investment cost as the estimated fair value until future cash flows become more predictable. Additionally, the fair value of our development projects may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize.
Through our annual summer internship program, we continue to build a diverse pipeline of talented individuals in the real estate industry with the intention to introduce our business to those who may not have considered a career in real estate.
A dynamic internship and internal transfer program also helps promote personal development and improves leadership skills across all departments. Through our annual summer internship program, we continue to build a diverse pipeline of talented individuals in the real estate industry with the intention to introduce our business to those who may not have considered a career in real estate.
During the year ended December 31, 2024, we received $27.4 million of proceeds from VHH, including $10.3 million from recurring monthly distributions, $6.8 million from paid developer fees at conversion and $10.3 million from sales and refinancings. We acquired our ownership interest in VHH in 2015 for approximately $80.0 million.
During the year ended December 31, 2025, we received $24.7 million of proceeds from VHH, including $11.5 million from recurring monthly distributions and $13.1 million from paid developer fees at conversion. We acquired our ownership interest in VHH in 2015 for approximately $80.0 million.
($ in millions) December 31, 2024 December 31, 2023 Cash and cash equivalents (1) $ 117.4 $ 184.2 Real estate and acquired in place lease values 4,290.4 4,837.3 Accounts receivable and other assets, net 99.7 146.1 Total Assets $ 4,507.5 $ 5,167.6 Accounts payable, accrued expenses and other liabilities 118.7 154.3 Mortgage debt 2,597.2 2,840.9 KWE unsecured bonds 309.8 522.8 Total Liabilities 3,025.7 3,518.0 Equity $ 1,481.8 $ 1,649.6 3 Table of Contents (1) Excludes $100.1 million and $129.5 million as of December 31, 2024 and 2023, respectively, of corporate non-property level cash.
This table does not include amounts such as corporate cash and the KWI Notes. 3 Table of Contents ($ in millions) December 31, 2025 December 31, 2024 Cash and cash equivalents (1) $ 107.4 $ 117.4 Real estate and acquired in place lease values 3,997.4 4,290.4 Accounts receivable and other assets, net 95.6 99.7 Total Assets $ 4,200.4 $ 4,507.5 Accounts payable, accrued expenses and other liabilities 106.4 118.7 Mortgage debt 2,437.7 2,597.2 KWE unsecured bonds — 309.8 Total Liabilities 2,544.1 3,025.7 Equity $ 1,656.3 $ 1,481.8 (1) Excludes $77.1 million and $100.1 million as of December 31, 2025 and 2024, respectively, of corporate non-property level cash.
We have a minority ownership interest in Zonda, a technology based real estate business that offers residential construction data providing insights and solutions for leaders in the home building industry.
We have a minority ownership interest in Zonda, a technology based real estate business that offers residential construction data providing insights and solutions for leaders in the home building industry. We account for our ownership interest at fair value and it is included within our unconsolidated investments and the investment is currently being marketed for sale.
Within KWE we have historically utilized two types of contracts to hedge our GBP/EUR exposure: foreign forward and option currency contracts and the KWE Euro Medium Term Notes ("KWE Notes").
We then are able to hedge the USD/GBP foreign currency exposure through our direct interest in KWE. Within KWE we have historically utilized two types of contracts to hedge our GBP/EUR exposure: foreign forward and option currency contracts and the KWE Euro Medium Term Notes ("KWE Notes") until they were fully repaid in October 2025.
As of December 31, 2024, our global rental housing portfolio consisted of 38,285 units and 901 single family housing units.
As of December 31, 2025, our global rental housing portfolio consisted of 44,452 units and 1,965 single family housing units.
This methodology assumes ordinary distributions during the ownership period and the future sale of the underlying properties after the tax credit period has expired.
The fair value of the real estate investments held through VHH is determined through a discounted cash flow analysis on a partnership-by-partnership basis. This methodology assumes ordinary distributions during the ownership period and the future sale of the underlying properties after the tax credit period has expired.
We cannot directly hedge the foreign currency movements in these euro-denominated assets but we do hedge foreign currency movements in euro assets at the KWE level through GBP/EUR hedging instruments. We then are able to hedge the USD/GBP foreign currency exposure through our direct interest in KWE.
Kennedy-Wilson Holdings, Inc. does not have a direct interest in the euro-denominated investments but has indirect ownership 13 Table of Contents through its interest in KWE. We cannot directly hedge the foreign currency movements in these euro-denominated assets but we do hedge foreign currency movements in euro assets at the KWE level through GBP/EUR hedging instruments.
For the year ended December 31, 2024, our 246 employees managed our $28.0 billion of AUM, which includes a total of 62,270 multifamily units in which we hold an ownership interest in (38,285 multifamily units and 901 single family units) or finance (23,084 units).
For the year ended December 31, 2025, our 321 employees managed our $36.4 billion of AUM, which includes a total of 84,834 multifamily units in which we hold an ownership interest in (44,452 multifamily units and 1,965 single family units), finance (30,872 units) and manage (7,545 units).
Total Consolidated Co-Investments Multifamily units - market rate units (1) 25,590 9,258 16,332 Multifamily units - affordable rate units (1) 12,695 — 12,695 Single family housing units 901 — 901 (1) Includes 2,390 units that are under development or undergoing lease up.
Total Consolidated Co-Investments Multifamily units - market rate units (1) 31,257 7,862 23,395 Multifamily units - affordable rate units (1) 13,195 — 13,195 Single family housing units 1,965 — 1,965 (1) Includes 3,805 units that are under development or undergoing lease up.
The credit spreads used by the Company to value floating rate indebtedness range from 2.00% to 3.60%, while the market rates used to value fixed rate indebtedness range from 4.10% to 9.30%. There is no active secondary market for our development projects and no readily available market value given the uncertainty of the amount and timing of future cash flows.
The credit spreads used 9 Table of Contents by the Company to value floating rate indebtedness range from 1.60% to 3.80%, while the market rates used to value fixed rate indebtedness range from 4.10% to 9.30%.
We also invest in certain mezzanine loans that are fixed rate and tend to have maturities of 5 to 10 years and are secured by multifamily or office properties in the Western United States. 6 Table of Contents As of December 31, 2024, we held interests in 118 loans in our global debt platform, 81% of which have floating interest rates with an average interest rate of 8.0% per annum and an unpaid principal balance ("UPB") of $4.9 billion (of which our share was a UPB of $256.1 million).
As of December 31, 2025, we held interests in 127 loans in our global debt platform, 87% of which have floating interest rates with an average interest rate of 7.3% per annum and an unpaid principal balance ("UPB") of $5.1 billion (of which our share was a UPB of $205.1 million).
We account for our ownership interest at fair value and it is included within our unconsolidated investments. 7 Table of Contents This group also includes our investment in liquid non-real estate investments which include investment funds that hold marketable securities and private equity investments.
During the year ended December 31, 2025, we recognized $39.2 million ($34.0 million in fourth quarter 2025) of fair value gains. This group also includes our investment in liquid non-real estate investments which include investment funds that hold marketable securities and private equity investments.
Since we acquired our ownership interests in VHH, we have recorded $356.4 million worth of fair value gains on our investment in VHH, including $36.4 million during the year ended December 31, 2024. The fair value of the real estate investments held through VHH is determined through a discounted cash flow analysis on a partnership-by-partnership basis.
Since we acquired our ownership interests in VHH, we have recorded $413.9 million worth of fair value gains on our investment in VHH, including $57.5 million ($30.0 million in fourth quarter) during the year ended December 31, 2025.
Accordingly, our determination of fair value of our development projects requires judgment and extensive use of estimates. Therefore, we typically use investment cost as the estimated fair value until future cash flows become more predictable.
There is no active secondary market for our development projects and no readily available market value given the uncertainty of the amount and timing of future cash flows. Accordingly, our determination of fair value of our development projects requires judgment and extensive use of estimates.
As of December 31, 2024 this joint venture has acquired ownership interest in nine sites which consists of 901 single family rental units. Multifamily - Affordable Housing Through our VHH platform we focus on affordable units based on income and in some cases age restrictions.
As of December 31, 2025 this joint venture has acquired ownership interest in 22 sites which consists of 1,965 single family rental units. Multifamily - Development We expanded our national rental housing platform through the acquisition of Toll Brothers, Inc.’s ("Toll") apartment development platform, adding over $5 billion in assets under management and significantly strengthening our development and management capabilities.
Removed
In addition to completed projects, VHH holds certain investments that they are currently being developed as described above. With respect to such investments VHH is paid developer fees for its work as development manager.
Added
In addition, as further described in this report, we recently expanded our rental housing platform through the acquisition of Toll Brothers' Apartment Living platform and significantly adding to our nationwide development capabilities.
Removed
As of the year ended December 31, 2024, we successfully completed a deed in lieu of foreclosure for one multifamily asset in the Western United States that is now an asset in our Co-Investment Portfolio (our share of which is 5% or $3.5 million of equity).
Added
During 1 Table of Contents the year ended December 31, 2025, the Company also completed a total of $1.9 billion of gross acquisitions and $3.6 billion of loan investments (KW's ownership interest of 20.0% and 2.3%, respectively) and $1.4 billion of gross dispositions and $1.6 billion of loan repayments (KW's ownership interest of 80.5% and 4.8%, respectively).
Removed
Industry Overview Key Investment Markets Western United States In 2024, the Federal Reserve (the "Fed") began to shift its interest rate policy and reducing interest rates for the first time in four years. Beginning in September 2024, the Fed reduced its target federal funds rate by 1%, ending the year with a range of 4.25% to 4.50%.
Added
The Proposed Transaction would result in a take-private pursuant to which, as further detailed below, certain affiliates of Fairfax Financial Holdings Limited, a corporation organized under the laws of Canada (“Fairfax”), and certain stockholders of the Company (collectively, the “Rollover Stockholders”) will own 100% of the equity interests of the Company and the Company would no longer be publicly traded.
Removed
These adjustments aimed to balance economic growth with inflation control. The U.S. economy demonstrated resilience, with real gross domestic product ("GDP") increasing at an annual rate of 2.8% in the third quarter, driven by robust consumer spending, which rose by 3.7%. The reduction in rates helped support an improvement in liquidity and a recovery in commercial real estate transaction volumes.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhen we engage in development activities, we are subject to risks associated with those activities that could adversely affect our financial condition, results of operations, cash flows and the market price of, our common stock, including, but not limited to: • we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations; • we may not be able to obtain financing for development projects, or obtain financing on favorable terms; • inflation and domestic tariff policies, among other things, may increase construction costs of a project in excess of the original estimates or construction may not be concluded on schedule, making the project less profitable than originally estimated or not profitable at all (including the possibility of errors or omissions in the project's design, contract default, contractor or subcontractor default, performance bond surety default, the effects of local weather conditions, natural disasters and pandemics, the possibility of local or national strikes and the possibility of shortages in materials, building supplies or energy and fuel for equipment); • tenants who pre-lease space or contract with us for a build-to-suit project may default prior to occupying the project; • upon completion of construction, we may not be able to obtain, or obtain on advantageous terms, permanent financing for activities that we financed through construction loans; • we may not achieve sufficient occupancy levels, sales levels and/or obtain sufficient rents to ensure the profitability of a completed project; • we may overestimate the value of the property; • such development activities typically require a significant amount of management's time and attention, diverting their attention from our other operations; and • development projects in which we have invested may be abandoned and the related investment will be impaired.
Biggest changeWhen we engage in development activities, we are subject to risks associated with those activities that could adversely affect our financial condition, results of operations, cash flows and the market price of, our common stock, including, but not limited to: • we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations; • we may not be able to find equity capital partners; • we may not be able to obtain financing for development projects, or obtain financing on favorable terms; • inflation and tariff policies, among other things, may increase construction costs of a project in excess of the original estimates or construction may not be concluded on schedule, making the project less profitable than originally estimated or not profitable at all (including the possibility of errors or omissions in the project's design, contract default, contractor or subcontractor default, performance bond surety default, the effects of local weather conditions, natural disasters and pandemics, the possibility of local or national strikes and the possibility of shortages in materials, building supplies or energy and fuel for equipment); • tenants who pre-lease space or contract with us for a build-to-suit project may default prior to occupying the project; • upon completion of construction, we may not be able to obtain, or obtain on advantageous terms, permanent financing for activities that we financed through construction loans; • we may not achieve sufficient occupancy levels, sales levels and/or obtain sufficient rents to ensure the profitability of a completed project; • we may overestimate the value of the property; • we may be subject to certain environmental liability related to our development projects, please also see " We may be subject to potential environmental liability " below; • changes in landlord - tenant laws, rent control or rent stabilization legislation and other regulatory restrictions that emerge during development may adversely impact our development activities; • we may incur significant costs in defending ourselves against potential construction defect and similar claims; • such development activities typically require a significant amount of management's time and attention, diverting their attention from our other operations; and • development projects in which we have invested may be abandoned and the related investment will be impaired.
If our business performance and profitability deteriorate, we could fail to comply with certain financial covenants in our unsecured bond and revolving credit facility, which would force us to seek an amendment with our lenders.
If our business performance and profitability deteriorate, we could fail to comply with certain financial covenants in our unsecured bond and revolving credit facility, which would force us to seek an amendment with our lenders.
The loss of any property or asset to foreclosure could have a material adverse effect on our business, financial condition and results of operations. In addition, agreements governing certain of our financings contain cross-default and/or cross-acceleration provisions, including, without limitation, the indentures governing our KWI Notes and the documents governing the Third A&R Facility and the KWE Notes.
The loss of any property or asset to foreclosure could have a material adverse effect on our business, financial condition and results of operations. In addition, agreements governing certain of our financings contain cross-default and/or cross-acceleration provisions, including, without limitation, the indentures governing our KWI Notes and the documents governing the Third A&R Facility.
In addition, a default under one series of our indebtedness may also constitute a default under another series of our indebtedness. Our unsecured revolving credit facility and the indentures governing our KWI Notes, and the KWE Notes require us to maintain compliance with specified financial covenants, including maximum balance sheet leverage and fixed charge coverage ratios.
In addition, a default under one series of our indebtedness may also constitute a default under another series of our indebtedness. Our unsecured revolving credit facility and the indentures governing our KWI Notes require us to maintain compliance with specified financial covenants, including maximum balance sheet leverage and fixed charge coverage ratios.
We may be subject to risks normally associated with debt financing, including the risks that: • a decrease in the availability of lines of credit and the public equity and debt markets and other sources of capital used to operate and maintain our business; • any downgrade of our credit ratings; • cash flow may be insufficient to make required payments of principal and interest; • existing indebtedness on our properties may not be refinanced and our leverage could increase our vulnerability to general economic downturns and adverse competitive and industry conditions, placing us at a disadvantage compared to those of our competitors that are less leveraged; • our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and in the commercial real estate services industry; • our failure to comply with the financial and other restrictive covenants in the documents governing our indebtedness could result in an event of default that, if not cured or waived, results in foreclosure on substantially all of our assets; and • the terms of available new financing may not be as favorable as the terms of existing indebtedness.
We may be subject to risks normally associated with debt financing, including the risks that: 24 Table of Contents • a decrease in the availability of lines of credit and the public equity and debt markets and other sources of capital used to operate and maintain our business; • any downgrade of our credit ratings; • cash flow may be insufficient to make required payments of principal and interest; • existing indebtedness on our properties may not be refinanced and our leverage could increase our vulnerability to general economic downturns and adverse competitive and industry conditions, placing us at a disadvantage compared to those of our competitors that are less leveraged; • our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and in the commercial real estate services industry; • our failure to comply with the financial and other restrictive covenants in the documents governing our indebtedness could result in an event of default that, if not cured or waived, results in foreclosure on substantially all of our assets; and • the terms of available new financing may not be as favorable as the terms of existing indebtedness.
Conducting a global business carries significant risks, including: • restrictions and problems relating to the repatriation of capital; • difficulties and costs of staffing and managing international operations; • the burden of complying with multiple and potentially conflicting laws, including local laws related to public health; • laws restricting foreign companies from conducting business; • political instability, civil unrest, acts of war and terrorism, pandemics, epidemics, acts of God, including earthquakes, hurricanes, volcanic eruptions and other natural disasters (which may result in uninsured or under insured losses); • greater difficulty in perfecting our security interests, collecting accounts receivable, foreclosing on secured assets and protecting our interests as a creditor in bankruptcies in certain geographic regions; • potentially adverse tax consequences; • share ownership restrictions on foreign operations; and • tariff regimes of the countries in which we do business 15 Table of Contents Our revenues from foreign operations have been primarily denominated in the local currency where the associated revenues were earned.
Conducting a global business carries significant risks, including: • restrictions and problems relating to the repatriation of capital; • difficulties and costs of staffing and managing international operations; • the burden of complying with multiple and potentially conflicting laws, including local laws related to public health; • laws restricting foreign companies from conducting business; • political instability, civil unrest, acts of war and terrorism, pandemics, epidemics, acts of God, including earthquakes, hurricanes, volcanic eruptions and other natural disasters (which may result in uninsured or under insured losses); • greater difficulty in perfecting our security interests, collecting accounts receivable, foreclosing on secured assets and protecting our interests as a creditor in bankruptcies in certain geographic regions; • potentially adverse tax consequences; • share ownership restrictions on foreign operations; and • tariff regimes of the countries in which we do business Our revenues from foreign operations have been primarily denominated in the local currency where the associated revenues were earned.
Please also see “Adverse developments in the credit markets and rising interest rates may harm our business, financial condition and results of operations” below. Adverse developments in the credit markets and increased interested rates may harm our business, financial condition and results of operations.
Please also see “Adverse developments in the credit markets and rising interest rates may harm our business, financial condition and results of operations” below. Adverse developments in the credit markets and increased interest rates may harm our business, financial condition and results of operations.
The trading price of our common stock has historically been and may in the future continue to be volatile due to factors such as: 26 Table of Contents • changes in real estate values and prices; • actual or anticipated fluctuations in our quarterly and annual results and those of our publicly held competitors; • mergers and strategic alliances among any real estate companies; • market conditions in the industry; • changes in government regulation and taxes; • shortfalls in our operating results from levels forecasted by securities analysts; • investor sentiment toward the stock of real estate companies in general; • announcements concerning us or our competitors; and • the general state of the securities markets.
The trading price of our common stock has historically been and may in the future continue to be volatile due to factors such as: • changes in real estate values and prices; • actual or anticipated fluctuations in our quarterly and annual results and those of our publicly held competitors; • mergers and strategic alliances among any real estate companies; • market conditions in the industry; • changes in government regulation and taxes; • shortfalls in our operating results from levels forecasted by securities analysts; • investor sentiment toward the stock of real estate companies in general; • announcements concerning us or our competitors; and • the general state of the securities markets.
Please also see “Our debt obligations impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.” In 14 Table of Contents addition, due to, among other things, a decrease in transactional activity and the macroeconomic conditions discussed above, we may become more highly leveraged, resulting in an increase in debt service costs that could adversely affect our results of operations or our credit ratings.
Please also see “Our debt obligations impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.” In addition, due to, among other things, a decrease in transactional activity and the macroeconomic conditions discussed above, we may become more highly leveraged, resulting in an increase in debt service costs that could adversely affect our results of operations or our credit ratings.
The guarantees expire through 2031, and our performance under the guarantees would be required to the extent there is a shortfall upon liquidation between the principal amount of the loan and the net sales proceeds of the property. If we were to become obligated to perform on these guarantees, our financial condition could suffer.
The guarantees expire through 2029, and our performance under the guarantees would be required to the extent there is a shortfall upon liquidation between the principal amount of the loan and the net sales proceeds of the property. If we were to become obligated to perform on these guarantees, our financial condition could suffer.
Although our management has concluded that our internal control over financial reporting was effective as of December 31, 2024 and our independent registered public accounting firm has issued an unqualified report as to the same, our management or our independent registered public accounting firm may not be able to come to the same conclusion in future periods.
Although our management has concluded that our internal control over financial reporting was effective as of December 31, 2025 and our independent registered public accounting firm has issued an unqualified report as to the same, our management or our independent registered public accounting firm may not be able to come to the same conclusion in future periods.
Macroeconomic trends, including increases in inflation and interest rates, foreign currency fluctuations, inflation, declining demand for real estate, declining real estate values, periods of general economic slowdown and recession fears, adverse developments affecting financial institutions and government responses to the same, or the perception that any of these events may occur, continue or worsen, have negatively impacted the real estate market and our operating performance.
Macroeconomic trends, including increases in inflation and interest rates, foreign currency fluctuations, inflation, declining demand for real estate, declining real estate values, periods of general economic slowdown and recession fears, adverse developments affecting financial institutions and government responses to the same, or the perception that any of these events may occur, continue or worsen, have 15 Table of Contents negatively impacted the real estate market and our operating performance.
Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.
Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should 17 Table of Contents increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.
Further, preferred equity investments involve a higher degree of risk than conventional debt financing due to a variety of factors, including their non-collateralized nature and subordinated ranking to other loans and liabilities of the entity in which such preferred equity is held. As a result, we may not recover some or all of our investment.
Further, preferred equity investments 20 Table of Contents involve a higher degree of risk than conventional debt financing due to a variety of factors, including their non-collateralized nature and subordinated ranking to other loans and liabilities of the entity in which such preferred equity is held. As a result, we may not recover some or all of our investment.
Moreover, the estimated fair values used in preparing our financial statements may not represent amounts that could be realized in a current sale or an immediate settlement of the related asset or liability, nor would those estimated fair values necessarily reflect the returns we may actually realize. Please also see Part I – Item 1.
Moreover, the estimated fair values used in preparing our financial statements may not represent amounts that could be realized in a current sale or an immediate settlement of the related asset or liability, nor would those 18 Table of Contents estimated fair values necessarily reflect the returns we may actually realize. Please also see Part I – Item 1.
Investments in joint ventures involve additional risks, including the possibility that the other participants may become bankrupt or have economic or other business interests or goals that are inconsistent with ours, we may not have the right or power to direct the management and policies of certain joint ventures and other participants may take action contrary to our instructions or requests and against our policies and objectives.
Investments in joint ventures involve additional risks, including 19 Table of Contents the possibility that the other participants may become bankrupt or have economic or other business interests or goals that are inconsistent with ours, we may not have the right or power to direct the management and policies of certain joint ventures and other participants may take action contrary to our instructions or requests and against our policies and objectives.
Our business, financial condition and results of operations may be adversely affected if we fail to promptly find suitable tenants for substantial amounts of vacant space at our properties, if rental rates on new or renewal leases are significantly lower than expected, or if reserves for costs of re-leasing prove inadequate.
Our business, financial 21 Table of Contents condition and results of operations may be adversely affected if we fail to promptly find suitable tenants for substantial amounts of vacant space at our properties, if rental rates on new or renewal leases are significantly lower than expected, or if reserves for costs of re-leasing prove inadequate.
The documents governing the Third A&R Facility and KWE Notes contain similar provisions. Our debt obligations impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.
The documents governing the Third A&R Facility contain similar provisions. Our debt obligations impose significant operating and financial restrictions, which may prevent us from pursuing certain business opportunities and taking certain actions.
The cash flows include a projection of the net sales proceeds at the end of the holding period, computed using an estimated market reversionary capitalization rate. 16 Table of Contents Under the direct capitalization approach, the Company applies an estimated market derived capitalization rate to current and future income streams with appropriate adjustments for tenant vacancies or rent-free periods.
The cash flows include a projection of the net sales proceeds at the end of the holding period, computed using an estimated market reversionary capitalization rate. Under the direct capitalization approach, the Company applies an estimated market derived capitalization rate to current and future income streams with appropriate adjustments for tenant vacancies or rent-free periods.
These laws and regulations can (i) limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses, (ii) negatively impact our ability to attract higher-paying tenants and (iii) make it more difficult for us to dispose of 20 Table of Contents properties and achieve targeted returns for our investors in certain circumstances.
These laws and regulations can (i) limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses, (ii) negatively impact our ability to attract higher-paying tenants and (iii) make it more difficult for us to dispose of properties and achieve targeted returns for our investors in certain circumstances.
If our management or our independent registered public accounting firm is unable to conclude on an ongoing basis that we have effective internal control over financial reporting, our operating results may suffer, investors may lose confidence in our reported financial information and the trading price of our stock may fall.
If our management or our independent registered public accounting firm is unable to conclude on an ongoing basis that we have effective internal control 27 Table of Contents over financial reporting, our operating results may suffer, investors may lose confidence in our reported financial information and the trading price of our stock may fall.
In the event that any triggering event occurs and the loans become partially or fully recourse against us, our business, financial condition, results of operations and common stock price could be materially adversely affected. We have also provided recourse guarantees associated with loans secured by real estate.
In the event that any triggering event occurs and the loans become partially or fully recourse against us, our business, financial condition, results of operations and common stock price could be materially adversely affected. 26 Table of Contents We have also provided recourse guarantees associated with loans secured by real estate.
We depend on the capital markets to grow our balance sheet along with third-party equity and debt financings to acquire properties through our investment business, which is a key driver of future growth. We currently intend to raise a significant amount of third-party equity and debt to acquire assets in the ordinary course of our business.
We depend on the capital markets to grow our balance sheet along with third-party equity and debt financings to acquire properties through our investment business, which is a key driver of future growth. We currently intend to raise a 25 Table of Contents significant amount of third-party equity and debt to acquire assets in the ordinary course of our business.
A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be 23 Table of Contents immediately due and payable and proceed against any collateral securing that indebtedness.
A breach of any of these covenants could result in a default in respect of the related indebtedness. If a default occurs, the relevant lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness.
We have historically financed new acquisitions with cash derived from secured and unsecured loans and lines of credit and, to a lesser extent, preferred stock. We typically purchase real property with loans secured by a mortgage on the property 22 Table of Contents acquired and we anticipate continuing this trend.
We have historically financed new acquisitions with cash derived from secured and unsecured loans and lines of credit and, to a lesser extent, preferred stock. We typically purchase real property with loans secured by a mortgage on the property acquired and we anticipate continuing this trend.
Disruptions in the credit markets may also adversely affect our business of providing investment management services to our limited partners in our commingled funds and joint venture partners, which would lead to a decrease in carried interests we generate.
Disruptions in the credit markets may also adversely affect our business of providing investment 16 Table of Contents management services to our limited partners in our commingled funds and joint venture partners, which would lead to a decrease in carried interests we generate.
These 19 Table of Contents third parties are directly responsible for the day-to-day operation of our properties with limited supervision by us, and they often have potentially significant decision-making authority with respect to those properties.
These third parties are directly responsible for the day-to-day operation of our properties with limited supervision by us, and they often have potentially significant decision-making authority with respect to those properties.
As of December 31, 2024, our directors and executive officers and their respective affiliates owned an aggregate of approximately 13% of the outstanding shares of our common stock. These stockholders will have significant influence over the outcome of all matters submitted for stockholder approval, including the election of our directors and other corporate actions.
As of December 31, 2025, our directors and executive officers and their respective affiliates owned an aggregate of approximately 14% of the outstanding shares of our common stock. These stockholders will have significant influence over the outcome of all matters submitted for stockholder approval, including the election of our directors and other corporate actions.
We may fail to comply with section 404 of the Sarbanes-Oxley Act of 2002. We are subject to section 404 of The Sarbanes-Oxley Act of 2002 and the related rules of the SEC, which generally require our management and independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting.
We are subject to section 404 of The Sarbanes-Oxley Act of 2002 and the related rules of the SEC, which generally require our management and independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting.
As of December 31, 2024, the exercise price of the warrants was $23.00 per share for the Series B and $16.21 per share for the Series C and the conversion price of the Series A stock was $25.00 per share, in each case subject to further adjustments in certain circumstances.
As of December 31, 2025, the exercise price of the warrants was $23.00 per share for the Series B and $16.21 per share for the Series C and the conversion price of the Series A stock was $24.80 per share, in each case subject to further adjustments in certain circumstances.
Some of our portfolio investments may be recorded at fair value, and, as a result, there will be uncertainty as to the value of these investments. As of December 31, 2024, $1.9 billion, or approximately 92% of our unconsolidated investments and approximately 27% of our total assets were recorded on our financial statements at estimated fair value.
Some of our portfolio investments may be recorded at fair value, and, as a result, there will be uncertainty as to the value of these investments. As of December 31, 2025, $1.8 billion, or approximately 87% of our unconsolidated investments and approximately 27% of our total assets were recorded on our financial statements at estimated fair value.
As of December 31, 2024, approximately 31% of our revenues were sourced from our foreign operations in the United Kingdom, Ireland, Italy and Spain, 92% of which was sourced from our operations in the United Kingdom and Ireland. Accordingly, our firm-wide results of operations depend significantly on our foreign operations.
As of December 31, 2025, approximately 29% of our revenues were sourced from our foreign operations in the United Kingdom, Ireland, Italy and Spain, 96% of which was sourced from our operations in the United Kingdom and Ireland. Accordingly, our firm-wide results of operations depend significantly on our foreign operations.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. As of December 31, 2024, we had $99.6 million of California net operating loss carryforwards as well as approximately $87.6 million of foreign tax credits, which generally can be used to offset future taxable income or taxes, as applicable.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. As of December 31, 2025, we had $98.3 million of California net operating loss carryforwards as well as approximately $87.4 million of foreign tax credits, which generally can be used to offset future taxable income or taxes, as applicable.
For instance, the provision would not preclude the filing of claims brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the rules and regulations thereunder, in federal court. Item 1B. Unresolved Staff Comments None.
For instance, the provision would not preclude the filing of claims brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the rules and regulations thereunder, in federal court.
In connection with the direct or indirect ownership, operation, management and development of real properties, we may be considered an owner or operator of those properties or as having arranged for the disposal or treatment of hazardous or toxic substances. Therefore, we may be potentially liable for removal or remediation costs.
In connection with the direct or indirect ownership, operation, management and development of real properties, we may be considered an owner or operator of those properties or as having arranged for the disposal or treatment of hazardous or toxic substances.
As a result, at any annual meeting only a minority of the board of directors will be considered for election. Since this “staggered board” would prevent our stockholders from replacing a majority of our board of directors at any annual meeting, it may entrench management and discourage unsolicited stockholder proposals that may be in the best interests of stockholders.
Since this “staggered board” would prevent our stockholders from replacing a majority of our board of directors at any annual meeting, it may entrench management and discourage unsolicited stockholder proposals that may be in the best interests of stockholders.
The maximum potential undiscounted amount of future payments that we could be required to make under these guarantees was approximately $119.4 million at December 31, 2024.
The maximum potential undiscounted amount of future payments that we could be required to make under these guarantees was approximately $45.6 million at December 31, 2025.
From time to time, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services (“S&P”), a division of The McGraw-Hill Companies, Inc., rate our outstanding debt. These ratings are based on a variety of factors, including our current leverage and transactional activity. In December 2024, S&P downgraded us to ‘B+’ from ‘BB-’.
From time to time, Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services (“S&P”), a division of The McGraw-Hill Companies, Inc., rate our outstanding debt. These ratings are based on a variety of factors, including our current leverage and transactional activity. We have a S&P rating of ‘B+’ and the KWI Notes have a rating of ‘B’.
Most of our real estate properties are encumbered by traditional non-recourse debt obligations. In connection with most of these loans, however, we entered into certain “non-recourse carve out” guarantees, which provide for the loans to become partially or fully recourse against us if certain triggering events occur.
In connection with most of these loans, however, we entered into certain “non-recourse carve out” guarantees, which provide for the loans to become partially or fully recourse against us if certain triggering events occur.
The state of Oregon has also implemented a statewide rent control program that caps annual increases to 7% + CPI with the city of Portland, Oregon limiting increases to 9.2% and the state of Washington is currently in the process of adopting a similar program that if passed would include a 7% cap on yearly rent increases, among other things.
The state of Oregon has also implemented a statewide rent control program that caps annual increases to 7% + CPI with the city of Portland, Oregon limiting increases to 9.2% and the state of Washington passed a 7% + CPI with cap of 10%, among other things.
The current high interest rates and inflationary pressures in our markets, however, have led to a general decrease in transactional activity as compared to previous periods, leading to lower levels of gains recognized and cash generated to reinvest in our business.
High interest rates and inflationary pressures in our markets, however, have led to a relatively lower level of transactional activity leading to lower levels of gains recognized and cash generated to reinvest in our business.
We rely on our own and our third-party service provider’s computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, "IT Systems").
Our business could be adversely affected by cybersecurity incidents or threats, including, security breaches, cyber-attacks, cyber intrusions or otherwise. We rely on our own and our third-party service provider’s computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, "IT Systems").
Although we utilize various procedures and controls to mitigate our exposure to such risk, cybersecurity attacks are evolving and unpredictable. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and data.
There can also be no assurance that our cybersecurity risk 23 Table of Contents management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and data.
Before consummating the acquisition of a particular piece of real property, it is our policy to retain independent environmental consultants to conduct an environmental review of the real property, including performing a Phase I environmental review.
Therefore, we may be potentially liable for removal or remediation costs. 22 Table of Contents Before consummating the acquisition of a particular piece of real property, it is our policy to retain independent environmental consultants to conduct an environmental review of the real property, including performing a Phase I environmental review.
Any failure to complete a redevelopment project in a timely manner and within budget or to sell or lease the project after completion could have a material adverse effect upon our business, results of operation and financial condition. 17 Table of Contents Poor performance of our commingled funds would cause a decline in our revenue and results of operations and could adversely affect our ability to raise capital for future funds.
Any failure to complete a redevelopment project in a timely manner and within budget or to sell or lease the project after completion could have a material adverse effect upon our business, results of operation and financial condition.
Please also see " Some of our portfolio investments may be recorded at fair value, and, as a result, there will be uncertainty as to the value of these investments " above. 24 Table of Contents We are subject to certain "non-recourse carve out guarantees" that may be triggered in the future and have guaranteed a number of loans in connection with various real estate investments, which may result in us being obligated to make certain payments.
We are subject to certain "non-recourse carve out guarantees" that may be triggered in the future and have guaranteed a number of loans in connection with various real estate investments, which may result in us being obligated to make certain payments. Most of our real estate properties are encumbered by traditional non-recourse debt obligations.
Our board of directors may change our dividend at any time, and there can be no assurance as to the manner in which future dividends will be paid or that the current dividend level will be maintained in future periods. 27 Table of Contents Our amended and restated bylaws designate the Court of Chancery within the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a different judicial forum for disputes with us.
Our amended and restated bylaws designate the Court of Chancery within the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a different judicial forum for disputes with us.
In addition, changes in federal, state and local legislation and regulation on climate change or natural disaster response could result in temporary rent control, changes in building regulations, temporary eviction moratoria, increased operating costs and/or increased capital expenditures to improve the energy efficiency of our existing communities (for example, increased costs associated with meeting electric vehicle charging mandates) and could also require us to spend more on new developments without a corresponding increase in revenue. 18 Table of Contents Our real estate debt investment business operates in a highly competitive market for lending and investment opportunities through our debt platforms, including originating and investing in senior loans, mezzanine loans, B- and C-Notes and preferred equity, which may limit our ability to originate or acquire desirable loans and investments in our target assets and are subject to increased risks.
In addition, changes in federal, state and local legislation and regulation on climate change or natural disaster response could result in temporary rent control, changes in building regulations, temporary eviction moratoria, increased operating costs and/or increased capital expenditures to improve the energy efficiency of our existing communities (for example, increased costs associated with meeting electric vehicle charging mandates) and could also require us to spend more on new developments without a corresponding increase in revenue.
Current and future investors could demand lower fees or significant fee concessions for existing or future funds, which would decrease our revenue or hamper our ability to raise capital.
In the face of poor fund performance, our management fees and carried interests and our ability to raise additional capital from our partners may be adversely affected. Current and future investors could demand lower fees or significant fee concessions for existing or future funds, which would decrease our revenue or hamper our ability to raise capital.
Certain significant expenditures, such as debt service costs, which increased with the rapid rise of interest rates recently in response to high inflation, real estate taxes and operating and maintenance costs, are not necessarily reduced when market conditions are poor (even if reduced, timing of such reductions are delayed).
Certain significant expenditures, such as debt service costs, real estate taxes and operating and maintenance costs, are not necessarily reduced when market conditions are poor (even if reduced, timing of such reductions are delayed). Additionally, real estate investments are generally illiquid, which may affect our ability to promptly change our portfolio in response to changes in economic and other conditions.
Currently, we also insure some of our properties for loss caused by earthquakes in levels we deem appropriate and, where we believe necessary, for loss caused by flood.
Currently, we also insure some of our properties for loss caused by earthquakes in levels we deem appropriate and, where we believe necessary, for loss caused by flood. The occurrence of an earthquake, flood or other natural disaster may materially and adversely affect our business, financial condition and results of operations.
Business – Investment Product Types – Fair Value Accounting ” above for additional details. Our real estate development and redevelopment strategies may not be successful. We acquire development assets to the extent attractive projects become available.
Business – Investment Product Types – Fair Value Accounting ” above for additional details. Our real estate development and redevelopment strategies may not be successful. Through our Multifamily Development and European development platforms we locate, acquire and develop multifamily and student housing projects across the United States and single family housing projects in the United Kingdom.
As of December 31, 2024, we also had $156.5 million of foreign net operating loss carryforwards which could be subject to similar limitations in foreign jurisdictions based upon changes in equity ownership. 25 Table of Contents Additionally, state and federal tax laws are subject to change and could result in increased future tax liability to the Company.
Similar provisions of state tax law may also apply. As of December 31, 2025, we also had $142.8 million of foreign net operating loss carryforwards which could be subject to similar limitations in foreign jurisdictions based upon changes in equity ownership.
These ratings and downgrades thereof (and any future potential downgrades) may impact our ability to access the debt market in the future at desired terms or at all.
S&P's issue-level rating on Kennedy Wilson's preferred stock is "CCC+". Moody's has a rating of "B2" with a stable outlook. These ratings and downgrades thereof (and any future potential downgrades) may impact our ability to access the debt market in the future at desired terms or at all.
When any of the commingled closed-end funds we manage performs poorly, our investment record suffers. In the face of poor fund performance, our management fees and carried interests and our ability to raise additional capital from our partners may be adversely affected.
Poor performance of our commingled funds would cause a decline in our revenue and results of operations and could adversely affect our ability to raise capital for future funds. When any of the commingled closed-end funds we manage performs poorly, our investment record suffers.
For example, for the tax years 2024, 2025 and 2026, the state of California suspended California net operating losses and limited credits. A change in tax law or interpretations thereof could have a significant effect our tax liability, which could have an adverse effect on our business, financial condition and results of operations.
A change in tax law or interpretations thereof could have a significant effect our tax liability, which could have an adverse effect on our business, financial condition and results of operations. We may fail to comply with section 404 of the Sarbanes-Oxley Act of 2002.
As of December 31, 2024, the Company was in compliance with all property-level mortgages and was current on all payments (principal and interest) with respect to the same. If we are unable to raise additional debt and equity capital, our growth prospects may suffer.
The Company is in discussions with lender regarding a loan modification and/or extension. If we are unable to raise additional debt and equity capital, our growth prospects may suffer.
Removed
Additionally, real estate investments are generally illiquid, which may affect our ability to promptly change our portfolio in response to changes in economic and other conditions.
Added
Summary Risk Factors The following is summary of the principal risks that could adversely affect our business, results of operations and financial condition. • The success of our business is significantly related to general economic conditions and the real estate industry. • Adverse developments in the credit markets and increased interest rates may harm our business, financial condition and results of operations. • Our significant operations in the United Kingdom and Ireland and to a lesser extent, Italy and Spain expose our business to risks inherent in conducting business in foreign markets. 14 Table of Contents • Some of our portfolio investments may be recorded at fair value, and, as a result, there will be uncertainty as to the value of these investments. • Our real estate development and redevelopment strategies may not be successful • Our joint venture activities subject us to third-party risks, including risks that other participants may become bankrupt or take action contrary to our best interests. • If we are unable to identify, acquire and integrate suitable investment opportunities and acquisition targets, our future growth will be impeded. • Any distressed loans and loan portfolios that we may purchase, or investments that may become "sub-performing" or "non-performing" following our origination or acquisition thereof, may have a higher risk of default and delinquencies than newly originated loans, and, as a result, we may lose part or all of our investment in such loans and loan portfolios. • Our leasing activities depend on various factors, including tenant occupancy and rental rates, which, if adversely affected, could cause our operating results to suffer. • Our business could be adversely affected by cybersecurity incidents or threats, including, security breaches, cyber-attacks, cyber intrusions or otherwise. • We have in the past incurred and may continue in the future to incur significant amounts of debt and, to a lesser extent, preferred stock, to finance acquisitions, which could negatively affect our cash flows and subject our properties or other assets to the risk of foreclosure. • Our debt obligations impose significant operating and financial restrictions. • Our results are subject to significant volatility from quarter to quarter due to the varied timing and magnitude of our strategic acquisitions and dispositions, the incurrence of any impairment losses, fair value gains and losses and other transactions and market conditions. • Our directors and officers and their affiliates are significant stockholders, which makes it possible for them to have significant influence over the outcome of all matters submitted to stockholders for approval and which influence may be in conflict with our interests and the interests of our other stockholders. • The price of our common stock may be volatile. • Our staggered board may entrench management and discourage unsolicited stockholder proposals that may be in the best interests of stockholders, and certain anti-takeover provisions in our organizational documents may discourage a change in control. • We may change our dividend. • The Proposed Transaction and the pendency of the Proposed Transaction could have a material effect on our business, results of operations, financial condition and stock price. • The Proposed Transaction may not be completed within the expected timeframe, or at all, and significant delay or the failure to complete the Proposed Transaction could adversely affect our business. • While the Merger Agreement is in effect, we are subject to restrictions on our business activities. • The Proposed Transaction is subject to certain conditions, some or all of which may not be satisfied, and the Proposed Transaction may not be completed on a timely basis, if at all. • The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and may discourage other third parties from offering a favorable alternative transaction proposal.
Removed
Additionally, S&P downgraded, the KWE Notes to ‘BB-’ from ‘BB’ and the KWI Notes to ‘B’ from ‘B+’. S&P also lowered their issue-level rating on Kennedy Wilson's preferred stock to "CCC+". On June 5, 2023 Moody's downgraded the Company's rating from "B1" to "B2" with a stable outlook.
Added
Our real estate debt investment business operates in a highly competitive market for lending and investment opportunities through our debt platforms, including originating and investing in senior loans, mezzanine loans, B- and C-Notes and preferred equity, which may limit our ability to originate or acquire desirable loans and investments in our target assets and are subject to increased risks.
Removed
Recently, there has also been a lack of liquidity in the capital markets as well as limited transactions which has had an impact on the inputs associated with fair values.
Added
As of December 31, 2025, the Company was in compliance with all property-level mortgages and was current on all payments (principal and interest) with respect to the same. On August 6, 2025, a $60.0 million property-level, non-recourse loan, secured by a wholly-owned office building in Northern California, matured.
Removed
As part of our investment strategy, we seek to locate and acquire real estate assets that we believe are undervalued and improve them to increase their resale value.
Added
Please also see " Some of our portfolio investments may be recorded at fair value, and, as a result, there will be uncertainty as to the value of these investments " above.
Removed
The occurrence of an earthquake, flood or other natural disaster may materially and adversely affect our business, financial condition and results of operations. 21 Table of Contents Our business could be adversely affected by cybersecurity incidents or threats, including, security breaches, cyber-attacks, cyber intrusions or otherwise.
Added
Additionally, state and federal tax laws are subject to change and could result in increased future tax liability to the Company. For example, for the tax years 2024, 2025 and 2026, the state of California suspended California net operating losses and limited credits.
Removed
Similar provisions of state tax law may also apply.
Added
As a 28 Table of Contents result, at any annual meeting only a minority of the board of directors will be considered for election.
Removed
Our common stock may be delisted, which could limit your ability to trade our common stock and subject us to additional trading restrictions. Our common stock is listed on the NYSE, a national securities exchange. However, our common stock may not continue to be listed on the NYSE in the future.
Added
Our board of directors may change our dividend at any time, and there can be no assurance as to the manner in which future dividends will be paid or that the current dividend level will be maintained in future periods.
Removed
If the NYSE delists our common stock from trading on its exchange, we could face significant material adverse consequences, including: • a limited availability of market quotations for our common stock; • a limited amount of news and analyst coverage for our company; • a decreased ability for us to issue additional securities or obtain additional financing in the future; and • limited liquidity for our stockholders due to thin trading.
Added
Risks Related to the Proposed Merger The Proposed Transaction and the pendency of the Proposed Transaction could have a material effect on our business, results of operations, financial condition and stock price. On February 16, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub.
Added
The Merger Agreement is subject to certain conditions, including, among others, approval of the Merger Agreement by our stockholders.
Added
There are certain risks to our stockholders from the Proposed Transaction, including: 29 Table of Contents • the amount of cash to be paid under the Merger Agreement is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results or in the event of any change in the market price of, analyst estimates of, or projections relating to, our common stock; • the fact that receipt of the all-cash per share merger consideration under the Merger Agreement is a taxable transaction for stockholders; and • the fact that, if the Proposed Transaction is completed, our stockholders will forego the opportunity to realize the potential long-term value of the successful execution of our current strategy as an independent company.
Added
During the period prior to the closing of the Proposed Transaction, our business is exposed to certain potential inherent risks due to the effect of the announcement or pendency of the Proposed Transaction on our business relationships, financial condition, operating results and business.
Added
Although it was jointly announced by the Company and the Parent that effective and operational control of the Company will be maintained by the Company's management group led by our CEO and Chairman and that the Company will survive the merger upon effectuation of the Proposed Transactions, certain potential risks may materialize during the pendency of the Proposed Transaction, including: • difficulties maintaining relationships with customers, vendors, suppliers, tenants, service providers and other financing and business partners of us or our subsidiaries, who may defer decisions about working with us, seek to delay or change existing business relationships with us, or consider entering into business relationships with parties other than us due to the uncertainty regarding the Proposed Transaction; • the possibility of disruption to our business and operations, including significant diversion of management and certain employee's attention and resources to effectuate the Proposed Transaction; • the inability to attract and retain key personnel due to uncertainty regarding the Proposed Transaction; • the inability to pursue alternative business opportunities or make changes to our business pending the completion of the Proposed Transaction, and other restrictions on our ability to conduct our business due to the terms and conditions of the Merger Agreement (see " While the Merger Agreement is in effect, we are subject to restrictions on our business activities "); • our inability to solicit other acquisition proposals during the pendency of the Proposed Transaction; • the impact of the substantial costs, fees, expenses and charges, including unanticipated expenditures, related to the Merger Agreement and the Proposed Transaction, which we have incurred and expect to continue to incur (see " We will incur direct and indirect costs as result of the Proposed Transaction, which may be more expensive to complete than anticipated") ; • market assessments and assumptions with respect to the Proposed Transaction, including the likelihood that the Proposed Transaction will be consummated; • the pendency and outcome of the legal proceedings that may be instituted against us, our directors, executive officers and others relating to the transactions contemplated by the Merger Agreement (see " Litigation related to the Proposed Transaction could prevent or delay completion of the Proposed Transaction or otherwise negatively affect our business and operations") ; and • other developments beyond our control, including, but not limited to, changes in domestic or global economic conditions that may affect the timing or success of the Proposed Transaction.
Added
The Proposed Transaction may not be completed within the expected timeframe, or at all, and significant delay or the failure to complete the Proposed Transaction could adversely affect our business.
Added
We cannot assure that our business, our relationships or our financial condition will not be adversely affected if the Proposed Transaction is not consummated within the expected timeframe, or at all. The consummation of the Proposed Transaction is subject to certain conditions, including obtaining the Company Stockholder Approval.
Added
The Merger Agreement contains termination rights for each of the Company, acting with the prior approval of the Special Committee of the Board of Directors (the "Special Committee"), or Parent, under certain circumstances, including among others (i) if the Merger is not completed by November 16, 2026 ( as such date may be extended by the mutual written consent of the Company (acting with the prior approval of the Special Committee) and Parent the “Outside Date”), subject to certain limitations, (ii) a governmental authority of competent jurisdiction has enacted, issued, promulgated, enforced or entered any law permanently restraining, enjoining, prohibiting or making illegal the consummation of the Merger and such law has become final and non-appealable, subject to certain limitations, (iii) the other party breaches its representations, warranties or covenants in the Merger Agreement such that the relevant closing conditions would not be satisfied, subject in certain cases to 30 Table of Contents the right of the breaching party to cure the breach, or (iv) the Company Stockholder Approvals are not obtained at the stockholders meeting convened therefor or at any adjournment or postponement thereof; provided that Parent shall not be permitted to exercise such right if any of the Security Holders (as defined in the Merger Agreement) have breached certain provisions of the Voting Agreements (as defined below).

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−0 removed14 unchanged
Biggest changeOur management, represented by our Chief Financial Officer and Vice President, Information Systems, lead our cybersecurity risk management processes and oversees their implementation and maintenance.
Biggest changeThese discussions include the Company’s risk assessment and risk management policies. 33 Table of Contents Our management, represented by our Chief Financial Officer and Vice President, Information Systems, lead our cybersecurity risk management processes and oversees their implementation and maintenance.
Risk factors” in this annual report on Form 10-K, including “ Our 28 Table of Contents business could be adversely affected by security breaches through cyber-attacks, cyber intrusions or otherwise. ”, for additional discussion about cybersecurity-related risks. Governance Our Board of Directors holds oversight responsibility over the Company’s strategy and risk management, including material risks related to cybersecurity threats.
Risk factors” in this annual report on Form 10-K, including “ Our business could be adversely affected by security breaches through cyber-attacks, cyber intrusions or otherwise. ”, for additional discussion about cybersecurity-related risks. Governance Our Board of Directors holds oversight responsibility over the Company’s strategy and risk management, including material risks related to cybersecurity threats.
The Audit Committee engages in regular discussions with management and engaged consultants and legal advisers regarding the Company’s significant financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material cybersecurity threats. These discussions include the Company’s risk assessment and risk management policies.
The Audit Committee engages in regular discussions with management and engaged consultants and legal advisers regarding the Company’s significant financial risk exposures and the measures implemented to monitor and control these risks, including those that may result from material cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed6 unchanged
Biggest changeConsolidated Properties by Region Residential and Land Units/Lots Acres KW Ownership % # of Investments Western U.S. 3 — 100 % 2 Total Residential and Land 3 — 100 % 2 The following table sets forth a summary schedule of commercial lease expirations for leases in place as of December 31, 2024, plus available space, in our consolidated commercial portfolio assuming non-exercise of renewal options and early termination rights (dollars in millions): Year of Lease Expiration Number of Leases Expiring Rentable Square Feet (1) Annualized Base Rent (1) Expiring Annualized Base Rent as a Percent of Total 2025 92 0.9 $ 24.6 18 % 2026 50 0.6 20.2 15 % 2027 46 0.4 10.9 8 % 2028 38 0.4 15.0 11 % 2029 53 0.5 26.7 20 % 2030 17 0.2 4.4 3 % 2031 15 0.2 9.0 7 % 2032 13 0.2 4.8 4 % 2033 11 0.2 6.3 5 % 2034 21 0.1 11.8 8 % Thereafter 11 0.1 2.0 1 % Total 367 3.8 $ 135.7 100 % (1) Dollars and square footage in millions.
Biggest changeConsolidated Properties by Region Residential and Land Units/Lots Acres KW Ownership % # of Investments Western U.S. — — 95 % 4 Total Residential and Land — — 95 % 4 34 Table of Contents The following table sets forth a summary schedule of commercial lease expirations for leases in place as of December 31, 2025, plus available space, in our consolidated commercial portfolio assuming non-exercise of renewal options and early termination rights (dollars in millions): Year of Lease Expiration Number of Leases Expiring Rentable Square Feet (1) Annualized Base Rent (1) Expiring Annualized Base Rent as a Percent of Total 2026 89 0.7 $ 24.2 19 % 2027 47 0.2 8.7 7 % 2028 45 0.4 18.0 14 % 2029 41 0.3 19.3 15 % 2030 31 0.2 7.2 6 % 2031 24 0.4 15.2 12 % 2032 13 0.2 7.4 6 % 2033 11 0.2 7.3 6 % 2034 24 0.2 13.5 11 % 2035 10 0.2 3.6 3 % Thereafter 12 0.1 0.7 1 % Total 347 3.1 $ 125.1 100 % (1) Dollars and square footage in millions.
Our corporate headquarters are located in Beverly Hills, California. We also have ten other offices throughout the United States, one office in London, UK, one office in Dublin, Ireland and one office in Tokyo, Japan.
Our corporate headquarters are located in Beverly Hills, California. We also have 15 other offices throughout the United States, one office in London, UK, one office in Dublin, Ireland and one office in Tokyo, Japan.
(1) Represents annualized cash base rent (excludes tenant reimbursements and other revenue). (2) Excludes properties that are under development or undergoing lease up, which includes 9 properties totaling 1.0 million square feet. (3) Annualized effective rent represents annualized base rent net of rental concessions and abatements.
(1) Represents annualized cash base rent (excludes tenant reimbursements and other revenue). (2) Excludes properties that are under development or undergoing lease up, which includes 12 properties totaling 1.1 million square feet. (3) Annualized effective rent represents annualized base rent net of rental concessions and abatements.
Properties The following table sets forth certain information regarding our stabilized consolidated properties at December 31, 2024: Consolidated Properties by Region Multifamily (4) Units Ending % Leased Annualized Base Rent (1) Average Effective Rent (3) KW Ownership % # of Assets Western U.S. 9,258 95 % $ 198.7 $ 198.7 97 % 32 Total Multifamily 9,258 95 % $ 198.7 $ 198.7 97 % 32 Commercial (2) Square Feet Ending % Occupancy Annualized Base Rent (1) Annualized Effective Rent (3) KW Ownership % # of Assets Western U.S. 0.8 87 % $ 34.6 $ 32.9 100 % 5 Europe 3.4 91 101.1 95.2 91 24 Total Commercial 4.2 90 % $ 135.7 $ 128.1 93 % 29 29 Table of Contents Note: Dollars and square footage in millions.
Properties The following table sets forth certain information regarding our stabilized consolidated properties at December 31, 2025: Consolidated Properties by Region Multifamily (4) Units Ending % Leased Annualized Base Rent (1) Average Effective Rent (3) KW Ownership % # of Assets Western U.S. 7,862 94 % $ 167.1 $ 167.1 97 % 29 Total Multifamily 7,862 94 % $ 167.1 $ 167.1 97 % 29 Commercial (2) Square Feet Ending % Occupancy Annualized Base Rent (1) Annualized Effective Rent (3) KW Ownership % # of Assets Western U.S. 0.8 85 % $ 32.3 $ 31.8 100 % 5 Europe 2.9 87 92.8 80.2 90 16 Total Commercial 3.7 87 % $ 125.1 $ 112.0 92 % 21 Note: Dollars and square footage in millions.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 3. Legal Proceedings We may be involved in various legal proceedings arising in the ordinary course of business, none of which we currently believe is material to our business. 30 Table of Contents Item 4. Mine Safety Disclosures Not Applicable. 31 Table of Contents PART II
Biggest changeItem 3. Legal Proceedings We may be involved in various legal proceedings arising in the ordinary course of business, none of which we currently believe is material to our business. Item 4. Mine Safety Disclosures Not Applicable. 35 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

13 edited+1 added−1 removed4 unchanged
Biggest changePurchases of Equity Securities by the Company Months Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (1) Maximum Amount that May Yet be Purchased Under the Plan (1) October 1 - October 31, 2024 — $ — 26,528,959 $ 109,739,985 November 1 - November 30, 2024 — — 26,528,959 109,739,985 December 1 - December 31, 2024 2,105 10.66 26,531,064 109,717,542 Total 2,105 $ — 26,531,064 $ 109,717,542 (1) On March 20, 2018, we announced that our board of directors authorized us to repurchase up to $250 million of our common shares, from time to time, subject to market conditions.
Biggest changeThe information under this caption, “Performance Graph,” is deemed not to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that such filing specifically states otherwise. 36 Table of Contents Purchases of Equity Securities by the Company Months Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (1) Maximum Amount that May Yet be Purchased Under the Plan (1) October 1 - October 31, 2025 — $ — 27,637,003 $ 100,883,646 November 1 - November 30, 2025 — — 27,637,003 100,883,646 December 1 - December 31, 2025 — — 27,637,003 100,883,646 Total — $ — 27,637,003 $ 100,883,646 (1) On March 20, 2018, we announced that our board of directors authorized us to repurchase up to $250 million of our common shares, from time to time, subject to market conditions.
Equity Compensation Plan Information See Item 12—“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Performance Graph The graph below compares the cumulative total return of our common stock from December 31, 2019 through December 31, 2024, with the comparable cumulative return of companies comprising the S&P 500 Index and the MSCI World Real Estate GICS Level 1 Index.
Equity Compensation Plan Information See Item 12—“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Performance Graph The graph below compares the cumulative total return of our common stock from December 31, 2019 through December 31, 2025, with the comparable cumulative return of companies comprising the S&P 500 Index and the MSCI World Real Estate GICS Level 1 Index.
The graph plots the growth in value of an initial investment of $100 in each of our common stock, the S&P 500 Index, and the MSCI World Real Estate GICS Level 1 Index for the five-year period ended December 31, 2024, and assumes reinvestment of all dividends, if any, paid on the securities.
The graph plots the growth in value of an initial investment of $100 in each of our common stock, the S&P 500 Index, and the MSCI World Real Estate GICS Level 1 Index for the five-year period ended December 31, 2025, and assumes reinvestment of all dividends, if any, paid on the securities.
Business for a discussion of our fair value investments and accounting methodology and any limitations with respect to the same. Foreign currency and currency derivative instruments Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation for a discussion regarding foreign currency and currency derivative instruments. Item 6. Reserved 34 Table of Contents
Business for a discussion of our fair value investments and accounting methodology and any limitations with respect to the same. Foreign currency and currency derivative instruments Please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation for a discussion regarding foreign currency and currency derivative instruments. Item 6. Reserved 37 Table of Contents
Shares that vested during the year ended December 31, 2024 and 2023 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities.
Shares that vested during the year ended December 31, 2025 and 2024 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes and remitted the cash to the appropriate taxing authorities.
The stock price performance shown on the graph is not necessarily indicative of future price performance. 32 Table of Contents Kennedy Wilson uses the MSCI World Real Estate GICS Level 1 Index, which includes international real estate companies as a comparable benchmark.
The stock price performance shown on the graph is not necessarily indicative of future price performance. Kennedy Wilson uses the MSCI World Real Estate GICS Level 1 Index, which includes international real estate companies as a comparable benchmark.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Price Information Our common stock trades on the NYSE under the symbol “KW.” Holders As of February 20, 2025, we had approximately 65 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Price Information Our common stock trades on the NYSE under the symbol “KW.” Holders As of February 20, 2026, we had approximately 67 holders of record of our common stock.
Dividends We declared and paid quarterly dividends of $0.12 for the last three quarters of 2024 and $0.24 per share for the first quarter of 2024 and each quarter of 2023. Recent Sales of Unregistered Securities None.
Dividends We declared and paid quarterly dividends of $0.12 for 2025 and declared and paid quarterly dividends of $0.12 for the last three quarters of 2024 and $0.24 per share for the first quarter of 2024. Recent Sales of Unregistered Securities None.
On November 4, 2020, we announced that our board of directors authorized us to repurchase an additional $250 million of our common shares, from time to time, subject to market conditions. During the year ended December 31, 2024, the Company repurchased and retired a total of 1.6 million shares of its common stock at a weighted average price of $8.50.
On November 4, 2020, we announced that our board of directors authorized us to repurchase an additional $250 million of our common shares, from time to time, subject to market conditions. During the year ended December 31, 2025, the Company repurchased and retired a total of 0.4 million shares of its common stock at a weighted average price of $6.23.
During the year ended December 31, 2023, the Company repurchased and retired a total of 0.7 million shares of its common stock at a weighted average price of $11.15.
During the year ended December 31, 2024, the Company repurchased and retired a total of 1.6 million shares of its common stock at a weighted average price of $8.50.
The table below details the changes in the Company's AUM for the twelve months ended December 31, 2024: (in millions) December 31, 2023 Increases Decreases December 31, 2024 AUM $ 24,542.9 $ 6,400.7 $ 2,990.7 $ 27,952.9 AUM increased 14% to approximately $28.0 billion as of December 31, 2024.
The table below details the changes in the Company's AUM for the twelve months ended December 31, 2025: (in millions) December 31, 2024 Increases Decreases December 31, 2025 AUM $ 27,952.9 $ 11,435.4 $ 3,009.8 $ 36,378.5 AUM increased 30% to approximately $36.4 billion as of December 31, 2025.
During the year ended December 31, 2024 and 2023, total payments for the employees’ tax obligations to the taxing authorities were $1.6 million (131,116 shares withheld) and $13.4 million (781,303 shares withheld), respectively. 33 Table of Contents Real Estate Assets Under Management (AUM) AUM generally refers to the properties and other assets with respect to which we provide (or participate in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, and investments in joint ventures.
Real Estate Assets Under Management (AUM) AUM generally refers to the properties and other assets with respect to which we provide (or participate in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, and investments in joint ventures.
The increase is due to the inclusion of future loan commitments, asset acquisitions in our comingled funds and loan fundings in our debt platform. These increases were offset by consolidated asset sales and fair value losses in our Co-Investment portfolio. Please also see "Fair Value Investments" in Item 1.
The increase is due to the acquisition of the new Multifamily Development platform, new loan originations in our construction loan portfolio, acquisitions within our commingled fund and fair value gains on investments. These were offset by repayments of construction and bridge loans and the sale of non-core assets. Please also see "Fair Value Investments" in Item 1.
Removed
The information under this caption, “Performance Graph,” is deemed not to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that such filing specifically states otherwise.
Added
During the year ended December 31, 2025 and 2024, total payments for the employees’ tax obligations to the taxing authorities were $6.8 million (714,754 shares withheld) and $1.6 million (131,116 shares withheld), respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

136 edited+40 added−35 removed141 unchanged
Biggest changeYears Ended December 31, (Dollars in millions) 2024 2023 2022 2021 2020 Net (loss) income $ (33.7) $ (281.4) $ 101.9 $ 336.4 $ 107.8 Non-GAAP adjustments: Add back (less): Depreciation and amortization 148.3 157.8 172.9 166.3 179.6 Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments 4.0 3.2 3.5 5.3 6.9 Share-based compensation 23.6 34.5 29.0 28.7 32.3 Net income attributable to the noncontrolling interests, before depreciation and amortization (1) (4.4) (27.4) (13.5) (10.5) (2.5) Preferred dividends (43.5) (38.0) (28.9) (17.2) (17.2) Adjusted Net Income (Loss) (2) $ 94.3 $ (151.3) $ 264.9 $ 509.0 $ 306.9 (1) (2) See "Non-GAAP Measures and Certain Definitions" for definitions and discussion of Adjusted Net Income . 56 Table of Contents Net Operating Income Years Ended December 31, 2024 2023 2022 Consolidated Portfolio Co-Investment Portfolio Consolidated Portfolio Co-Investment Portfolio Consolidated Portfolio Co-Investment Portfolio Net (loss) income $ (33.7) $ 6.5 $ (281.4) $ (252.8) $ 101.9 $ 178.4 Less: Provision for (benefit from) income taxes 10.2 0.4 (55.3) 0.2 36.2 2.7 Less: Loss (income) from unconsolidated investments (6.5) — 252.8 — (178.4) — Less: (Gain) loss on sale of real estate, net (1) (160.1) (32.6) (127.6) — (103.7) (4.9) Add: Interest expense 261.1 131.0 259.2 99.0 220.8 60.1 Less: Loss (gain) on early extinguishment of debt 1.7 — 1.6 — (27.5) — Less: Other (income) loss (4.2) 25.4 5.0 26.6 (36.1) 17.9 Less: Sale of real estate (1) — (46.7) — (19.5) — (52.0) Less: Interest income (31.2) — (26.1) — (11.7) — Less: Investment management and property services (100.3) — (64.1) — (46.5) — Less: Carried interests — 49.7 — 64.3 — 21.1 Add: Cost of real estate sold (1) — 43.1 — 13.6 — 40.7 Add: Compensation and related 134.8 — 139.4 — 140.3 — Add: Carried interests expense (16.6) — (15.1) — (4.3) — Add: General and administrative 38.8 — 35.7 — 37.2 — Add: Depreciation 148.3 3.9 157.8 3.2 172.9 3.8 Less: Fair value adjustments — 9.8 — 233.7 — (110.2) Less: NCI adjustments (8.1) — (7.6) — (6.9) — Net Operating Income $ 234.2 $ 190.5 $ 274.3 $ 168.3 $ 294.2 $ 157.6 (1) The Company’s joint ventures in its Co-Investment business segment predominantly acquire and hold and may ultimately dispose of operating properties which are presented by the Company as net gain or loss on disposition under ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”) because the disposition is not considered an “output of the entity’s ordinary activities.” Certain joint ventures in the same business segment, however, dispose of non-operating properties (such as land and condominiums) from time-to-time, and such sales are an “output of the entity’s ordinary activities” under Topic 606.
Biggest changeNet Operating Income 60 Table of Contents Years Ended December 31, 2025 2024 2023 Consolidated Portfolio Co-Investment Portfolio Consolidated Portfolio Co-Investment Portfolio Consolidated Portfolio Co-Investment Portfolio Net income (loss) $ 23.8 $ 142.8 $ (33.7) $ 6.5 $ (281.4) $ (252.8) Add: Provision for (benefit from) income taxes 13.6 — 10.2 0.4 (55.3) 0.2 Less: Income (loss) from unconsolidated investments (142.8) — (6.5) — 252.8 — Less: (Gain) loss on sale of real estate, net (1) (94.7) (17.1) (160.1) (32.6) (127.6) — Add: Interest expense 239.6 132.6 261.1 131.0 259.2 99.0 Add: Loss on early extinguishment of debt 2.3 — 1.7 — 1.6 — Add: Other loss (income) 12.2 29.1 (4.2) 25.4 5.0 26.6 Less: Sale of real estate (1) — (47.9) — (46.7) — (19.5) Less: Interest income (22.3) — (31.2) — (26.1) — Less: Investment management and property services (115.2) — (100.3) — (64.1) — Less: Carried interests — 1.8 — 49.7 — 64.3 Add: Cost of real estate sold (1) — 43.6 — 43.1 — 13.6 Add: Compensation and related 136.2 — 134.8 — 139.4 — Add: Carried interests expense (0.3) — (16.6) — (15.1) — Add: General and administrative 36.4 — 38.8 — 35.7 — Add: Depreciation 133.0 3.9 148.3 3.9 157.8 3.2 Less: Fair value adjustments — (82.4) — 9.8 — 233.7 Less: NCI adjustments (7.0) — (8.1) — (7.6) — Net Operating Income $ 214.8 $ 206.4 $ 234.2 $ 190.5 $ 274.3 $ 168.3 (1) The Company’s joint ventures in its Co-Investment business segment predominantly acquire and hold and may ultimately dispose of operating properties which are presented by the Company as net gain or loss on disposition under ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”) because the disposition is not considered an “output of the entity’s ordinary activities.” Certain joint ventures in the same business segment, however, dispose of non-operating properties (such as land and condominiums) from time-to-time, and such sales are an “output of the entity’s ordinary activities” under Topic 606.
(3) Represents properties excluded from the same property population that were purchased or sold during the applicable period. (4) Represents properties excluded from the same property population that were not stabilized during the applicable period, or retail or industrial properties.
(3) Represents properties excluded from the same property population that were purchased or sold during the applicable period. (4) Represents properties excluded from the same property population that were not stabilized during the applicable period, or retail or industrial properties.
(5) Represents other properties excluded from the same property population that were not classified as a commercial or multifamily property within the Company’s portfolio. Also includes immaterial adjustments for foreign exchange rates, changes in ownership percentages, and certain non-recurring income and expenses.
(5) Represents other properties excluded from the same property population that were not classified as a commercial or multifamily property within the Company’s portfolio. Also includes immaterial adjustments for foreign exchange rates, changes in ownership percentages, and certain non-recurring income and expenses.
The Third Amended and Restated Credit Agreement, dated as of September 12, 2024 (the "Credit Agreement") also contains financial covenants, which require the Company to maintain (i) a maximum consolidated leverage ratio (as defined in the Credit Agreement) of not greater than 65%, measured as of the last day of each fiscal quarter; (ii) a minimum fixed charge coverage ratio (as defined in the Credit Agreement) of not less than 1.60 to 1.00, measured as of the last day of each fiscal quarter for the period of four full fiscal quarters then ended; (iii) a minimum consolidated tangible net worth equal to or greater than the sum of $1,844,222,000 plus an amount equal to fifty percent (50%) of net equity proceeds received by the Company after the date of the most recent financial statements that are available as of September 12, 2024, measured as of the last day of each fiscal quarter; (iv) a maximum recourse leverage ratio (as defined in the Credit Agreement) of not greater than an amount equal to consolidated tangible net worth as of the measurement date multiplied by 1.5, measured as of the last day of each fiscal quarter; (v) a maximum secured recourse leverage ratio (as defined in the Credit Agreement) of not greater than an amount 49 Table of Contents equal to 3.5% of consolidated total asset value (as defined in the Credit Agreement) and $313,054,000, measured as of the last day of each fiscal quarter; (vi) a maximum adjusted secured leverage ratio (as defined in the Credit Agreement) of not greater than 55%, measured as of the last day of each fiscal quarter; and (vii) liquidity (as defined in the Credit Agreement) of at least $75.0 million.
The Third Amended and Restated Credit Agreement, dated as of September 12, 2024 (the "Credit Agreement") also contains financial covenants, which require the Company to maintain (i) a maximum consolidated leverage ratio (as defined in the Credit Agreement) of not greater than 65%, measured as of the last day of each fiscal quarter; (ii) a minimum fixed charge coverage ratio (as defined in the Credit Agreement) of not less than 1.60 to 1.00, measured as of the last day of each fiscal quarter for the period of four full fiscal quarters then ended; (iii) a minimum consolidated tangible net worth equal to or greater than the sum of $1,844,222,000 plus an amount equal to fifty percent (50%) of net equity proceeds received by the Company after the date of the most recent financial statements that are available as of September 12, 2024, measured as of the last day of each fiscal quarter; (iv) a maximum recourse leverage ratio (as defined in the Credit Agreement) of not greater than an amount equal to consolidated tangible net worth as of the measurement date multiplied by 1.5, measured as of the last day of each fiscal quarter; (v) a maximum secured recourse leverage ratio (as defined in the Credit Agreement) of not greater than an amount equal to 3.5% of consolidated total asset value (as defined in the Credit Agreement) and $313,054,000, measured as of the last day of each fiscal quarter; (vi) a maximum adjusted secured leverage ratio (as defined in the Credit Agreement) of not greater than 55%, measured as of the last day of each fiscal quarter; and (vii) liquidity (as defined in the Credit Agreement) of at least $75.0 million.
Accordingly, the projects identified may not be completed when expected, or at all. (2) Figures shown in this column are an estimate of our remaining costs to develop to completion or to complete the entitlement process, as applicable, as of December 31, 2024. Total remaining costs may be financed with third-party cash contributions, proceeds from projected sales, and/or debt financing.
Accordingly, the projects identified may not be completed when expected, or at all. (2) Figures shown in this column are an estimate of our remaining costs to develop to completion or to complete the entitlement process, as applicable, as of December 31, 2025. Total remaining costs may be financed with third-party cash contributions, proceeds from projected sales, and/or debt financing.
These sales generate total cash proceeds of $367.0 million during the year ended December 31, 2024. The gain on sale of real estate, net includes an impairment loss of $22.1 million relating to non-core office and retail buildings in the United Kingdom, Spain and Italy that were marketed for sale during such period.
These sales generated total cash proceeds of $367.0 million during the year ended December 31, 2024. The gain on sale of real estate, net includes an impairment loss of $22.1 million relating to non-core office and retail buildings in the United Kingdom, Spain and Italy that were marketed for sale during such period.
The guarantees expire through 2031 and our performance under the guarantees would be required to the extent there is a shortfall in liquidation between the principal amount of the loan and the net sale proceeds of the applicable properties. If we were to become obligated to perform on these guarantees, it could have an adverse effect on our financial condition.
The guarantees expire through 2029 and our performance under the guarantees would be required to the extent there is a shortfall in liquidation between the principal amount of the loan and the net sale proceeds of the applicable properties. If we were to become obligated to perform on these guarantees, it could have an adverse effect on our financial condition.
Property-level non-recourse financings with such loan-to-value covenants require that the underlying properties are valued on a periodic basis (at least annually). As of December 31, 2024, the Company was in compliance with all property-level mortgages and was current on all payments (principal and interest) with respect to the same.
Property-level non-recourse financings with such loan-to-value covenants require that the underlying properties are valued on a periodic basis (at least annually). As of December 31, 2025, the Company was in compliance with all property-level mortgages and was current on all payments (principal and interest) with respect to the same.
The weighted average interest rate for the various assets and liabilities presented are actual as of December 31, 2024. We closely monitor the fluctuation in interest rates, and if rates were to increase significantly, we believe that we would be able to either hedge the change in the interest rate or refinance the loans with fixed interest rate debt.
The weighted average interest rate for the various assets and liabilities presented are actual as of December 31, 2025. We closely monitor the fluctuation in interest rates, and if rates were to increase significantly, we believe that we would be able to either hedge the change in the interest rate or refinance the loans with fixed interest rate debt.
Fair Value During the year ended December 31, 2024 , the Company recorded fair value decreases with respect to: (i) lower fair values with respect to office properties in the Western United States, Ireland and United Kingdom due to lower market assumptions of vacancy and rental growth with respect to the same; and (ii) non-cash fair value losses on mortgage debt and hedges associated with interest rates as previous non-cash fair value gains unwind as loans and hedges move closer to maturity dates.
During the year ended December 31, 2024, the Company recorded fair value decreases with respect to: (i) lower fair values with respect to office properties in the Western United States, Ireland and United Kingdom due to lower market 46 Table of Contents assumptions of vacancy and rental growth with respect to the same; and (ii) non-cash fair value losses on mortgage debt and hedges associated with interest rates as previous non-cash fair value gains unwind as loans and hedges move closer to maturity dates.
If these projects were brought to completion, the estimated share of the Company's total cost would be approximately $46.0 million, which we expect would be funded through our existing equity, third-party equity, project sales and secured debt financing.
If these projects were brought to completion, the estimated share of the Company's total cost would be approximately $61.0 million, which we expect would be funded through our existing equity, third-party equity, project sales and secured debt financing.
Kennedy Wilson has retained the specialized accounting for the Funds as discussed in ASC Topic 323, Investments - Equity Method and Joint Ventures in recording its equity in joint venture income from the Funds. Additionally, Kennedy Wilson elected the fair value option for 72 investments in unconsolidated investment entities.
Kennedy Wilson has retained the specialized accounting for the Funds as discussed in ASC Topic 323, Investments - Equity Method and Joint Ventures in recording its equity in joint venture income from the Funds. Additionally, Kennedy Wilson elected the fair value option for 73 investments in unconsolidated investment entities.
Currency translation gains and losses and currency derivative gains and losses will remain in other comprehensive income unless and until the Company substantially liquidates underlying investments. Approximately 34% of our investment account is invested through our foreign platforms in their local currencies.
Currency translation gains and losses and currency derivative gains and losses will remain in other comprehensive income unless and until the Company substantially liquidates underlying investments. Approximately 42% of our investment account is invested through our foreign platforms in their local currencies.
Please refer to the section titled "Off Balance Sheet Arrangements" for further information. 43 Table of Contents Our short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties and loan investments, dividend payments to our common and preferred shareholders, interest on our unsecured corporate debt, development, redevelopment and capital expenditures and, potentially, share repurchases and acquisitions.
Please refer to the section titled "Off Balance Sheet Arrangements" for further information. Our short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties and loan investments, dividend payments to our common and preferred shareholders, interest on our unsecured corporate debt, development, redevelopment and capital expenditures and, potentially, share repurchases and acquisitions.
Please also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Certain Non-GAAP Measures and Reconciliations” for a reconciliation of Consolidated Portfolio NOI to net income as reported under GAAP. "Equity partners" refers to non-wholly-owned subsidiaries that we consolidate in our financial statements under U.S. GAAP and third-party equity providers.
Please also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Certain Non-GAAP Measures and Reconciliations” for a reconciliation of Consolidated Portfolio NOI to net income as reported under GAAP. 58 Table of Contents "Equity partners" refers to non-wholly-owned subsidiaries that we consolidate in our financial statements under U.S. GAAP and third-party equity providers.
As of December 31, 2024, the Company was in compliance with the foregoing financial covenants. The obligations of the Borrower pursuant to the Credit Agreement are guaranteed by the Company and certain wholly-owned subsidiaries of the Company.
As of December 31, 2025, the Company was in compliance with the foregoing financial covenants. The obligations of the Borrower pursuant to the Credit Agreement are guaranteed by the Company and certain wholly-owned subsidiaries of the Company.
Under the Deferred Compensation Program, at the time of each vesting, the employees receive an amount equal to either the dividend yield of the Company’s common stock or the actual amount of dividends paid on the Company common stock (in the case of Bonus Units) during the immediately preceding year on the amount that is subject to such vesting.
Under the Deferred Compensation Program, at the time of each vesting, the employees receive an amount equal to either the dividend yield of the Company’s common stock or the actual amount of dividends paid on the 50 Table of Contents Company common stock (in the case of Bonus Units) during the immediately preceding year on the amount that is subject to such vesting.
“Adjusted EBITDA” represents net (loss) income before interest expense, loss (gain) on early extinguishment of debt, our share of interest expense included in unconsolidated investments, depreciation and amortization, our share of depreciation and amortization included in unconsolidated investments, preferred dividends, provision for (benefit from) income taxes, our 53 Table of Contents share of taxes included in unconsolidated investments, share-based compensation expense for the Company, and EBITDA attributable to noncontrolling interests.
“Adjusted EBITDA” represents net (loss) income before interest expense, loss (gain) on early extinguishment of debt, our share of interest expense included in unconsolidated investments, depreciation and amortization, our share of depreciation and amortization included in unconsolidated investments, preferred dividends, provision for (benefit from) income taxes, our share of taxes included in unconsolidated investments, share-based compensation expense for the Company, and EBITDA attributable to noncontrolling interests.
While general and administrative expenses were slightly higher overall for the Company during the year ended December 31, 2024 as compared to the prior periods, there was a lower allocation of corporate expenses to the Consolidated segment in the current period due to the growth of the Co-Investments segment.
While general and administrative expenses were slightly higher overall 44 Table of Contents for the Company during the year ended December 31, 2024 as compared to the prior periods, there was a lower allocation of corporate expenses to the Consolidated segment in the current period due to the growth of the Co-Investments segment.
During the years ended December 31, 2024, 2023 and 2022 the Company recognized $6.4 million, $8.2 million and $9.2 million, respectively, under the Deferred Cash Bonus Program. As discussed throughout this report, the Company also maintains a carried interests sharing program for certain employees of the Company (the “Carried Interests Sharing Program”).
During the years ended December 31, 2025, 2024 and 2023 the Company recognized $8.6 million, $6.4 million and $8.2 million, respectively, under the Deferred Cash Bonus Program. As discussed throughout this report, the Company also maintains a carried interests sharing program for certain employees of the Company (the “Carried Interests Sharing Program”).
Please also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Certain Non-GAAP Measures and Reconciliations” for a reconciliation of “same property” results to the most comparable measure reported under GAAP. We use certain non-GAAP measures to analyze our business, including Adjusted EBITDA and Adjusted Net Income.
Please also see 59 Table of Contents “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Certain Non-GAAP Measures and Reconciliations” for a reconciliation of “same property” results to the most comparable measure reported under GAAP. We use certain non-GAAP measures to analyze our business, including Adjusted EBITDA and Adjusted Net Income.
The compensation committee of the Company’s board of directors approves an amount annually to be allocated to certain employees of the Company in the United States and in Europe. The amount allocated to each employee vests ratably over a three-year vesting period, subject to continued employment with the Company.
The compensation committee of the Company’s board of directors approves an amount annually to be allocated to certain employees of the Company in the United States and in Europe. The amount allocated to each employee vests ratably over a three-year vesting period, subject to continued employment with the Company. The amount allocated to each employee consists of Bonus Units.
In addition, prior to March 1, 2024 (for 2029 Notes and 2031 Notes) and September 1, 2024 (for 2030 Notes), Kennedy Wilson may redeem up to 40% of the notes of either series from the proceeds of certain equity offerings. No sinking fund will be provided for the notes.
In 53 Table of Contents addition, prior to March 1, 2024 (for 2029 Notes and 2031 Notes) and September 1, 2024 (for 2030 Notes), Kennedy Wilson may redeem up to 40% of the notes of either series from the proceeds of certain equity offerings. No sinking fund will be provided for the notes.
Thus, the Funds reflect their investments at fair value, with unrealized 60 Table of Contents gains and losses resulting from changes in fair value reflected in their earnings.
Thus, the Funds reflect their investments at fair value, with unrealized 64 Table of Contents gains and losses resulting from changes in fair value reflected in their earnings.
The Company experienced net unrealized loss on foreign currency through other comprehensive income for the period due to the EUR and GBP weakening against the U.S. Dollar. Unrealized hedge gains were driven by hedges that the Company has on its GBP-denominated investments.
The Company experienced net unrealized gains on foreign currency through other comprehensive income for the period due to the EUR and GBP strengthening against the U.S. Dollar. Unrealized hedge gains were driven by hedges that the Company has on its GBP-denominated investments.
Please also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Certain Non-GAAP Measures and Reconciliations” for a 54 Table of Contents reconciliation of Net Operating Income to net income as reported under GAAP and a reconciliation of Net Operating Income (Net Effective) (with respect to same property) to net income as reported under GAAP.
Please also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Certain Non-GAAP Measures and Reconciliations” for a reconciliation of Net Operating Income to net income as reported under GAAP and a reconciliation of Net Operating Income (Net Effective) (with respect to same property) to net income as reported under GAAP.
Please refer to “Non-GAAP Measures and Certain Definitions” for definitions of certain terms used throughout this report. Overview We are a real estate investment company as well as investment manager with over $28.0 billion of AUM in high growth markets across the United States, the United Kingdom and Ireland.
Please refer to “Non-GAAP Measures and Certain Definitions” for definitions of certain terms used throughout this report. Overview We are a real estate investment company as well as investment manager with over $36.4 billion of AUM in high growth markets across the United States, the United Kingdom and Ireland.
Total remaining costs may be financed with third-party cash contributions, proceeds from projected sales, and/or debt financing. These figures are budgeted costs and are subject to change. There is no guarantee that the Company will be able to secure the project-level debt financing 45 Table of Contents that is assumed in the figures above.
Total remaining costs may be financed with third-party cash contributions, proceeds from projected sales, and/or debt financing. These figures are budgeted costs and are subject to change. There is no guarantee that the Company will be able to secure the project-level debt financing that is assumed in the figures above.
During the years ended December 31, 2024, 2023 and 2022, the Company recognized a reversal of $16.6 million, $15.1 million and $4.3 million respectively of previously recognized expenses, related to this program. The Company also maintains a global employee co-investment program (the “Co-Investment Program”). The named executive officers are not participants of the Co-Investment Program.
During the years ended December 31, 2025, 2024 and 2023, the Company recognized a reversal of $0.3 million, $16.6 million and $15.1 million respectively of previously recognized expenses, related to this program. The Company also maintains a global employee co-investment program (the “Co-Investment Program”). The named executive officers are not participants of the Co-Investment Program.
The table below represents the change in rates over the years ended December 31, 2024 and 2023 as compared to the U.S.
The table below represents the change in rates over the years ended December 31, 2025 and 2024 as compared to the U.S.
Development and Redevelopment Kennedy Wilson has market rate development, redevelopment and entitlement projects that are underway or are in the planning stages. These initiatives, if completed, will result in market-rate income producing assets. As of December 31, 2024, we have 288 multifamily units we are actively developing.
Development and Redevelopment Kennedy Wilson has market rate development, redevelopment and entitlement projects that are underway or are in the planning stages. These initiatives, if completed, will result in market-rate income producing assets. As of December 31, 2025, we have 420 multifamily units we are actively developing.
Co-Investment Portfolio Segment Investment Management We receive fees, including asset management fees, construction management fees, and/or acquisition and disposition fees, for managing assets in our Co-Investment Portfolio on behalf of our partners. During the year ended December 31, 2024, fees recorded through revenues were $98.9 million as compared to $61.9 million for the same period in 2023.
Co-Investment Portfolio Segment Investment Management We receive fees, including asset management fees, construction management fees, and/or acquisition and disposition fees, for managing assets in our Co-Investment Portfolio on behalf of our partners. During the year ended December 31, 2025, fees recorded through revenues were $115.2 million as compared to $98.9 million for the same period in 2024.
We expect to have no cash equity basis in these projects at completion due to the use of property level debt and proceeds from the sale of tax credits. If these projects are brought to completion, we expect to receive $23.2 million in cash from paid developer fees and proceeds from the sale of tax credits.
We expect to have no cash equity basis in these projects at completion due to the use of property level debt and proceeds from the sale of tax credits. If these projects are brought to completion, we expect to receive $19.4 million in cash from paid developer fees and proceeds from the sale of tax credits.
Income taxes - The Company’s services business operates globally as corporate entities subject to federal, state, and local income taxes and the investment business operates through various partnership structures to acquire wholly-owned or jointly-owned investments in multifamily, commercial, residential and development properties.
Income taxes - The Company’s services business operates globally as corporate entities subject to federal, state, and local income taxes and the investment business operates through various partnership structures to acquire wholly-owned or 57 Table of Contents jointly-owned investments in multifamily, commercial, residential and development properties.
If the Company is unable to secure such financing, the amount of capital that the Company will have to invest to complete the projects above may significantly increase. (2) Estimated foreign exchange rates are €1.00 = $1.03 and £1.00 = $1.25, related to NOI.
If the Company is unable to secure such financing, the amount of capital that the Company will have to invest to complete the projects above may significantly increase. (2) Estimated foreign exchange rates are €1.00 = $1.17 and £1.00 = $1.35, related to NOI.
In addition, during the year ended December 31, 2024 we had $4.4 million in interest income as compared to $1.3 million in the prior period, as a result of our higher cash balance in Europe from the sale of the Shelbourne hotel.
In addition, during the year ended December 31, 2025 we had $1.2 million in interest income as compared to $4.4 million in the prior period, as a result of our higher cash balance in Europe from the sale of the Shelbourne hotel.
The following items are not in Adjusted Segment EBITDA above for Consolidated portfolio but are in net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders: Depreciation and amortization decreased to $148.3 million for year ended December 31, 2024 the as compared to $157.8 million for the year ended December 31, 2023 as a result of the Company being a net seller of assets over the last year.
The following items are not in Adjusted Segment EBITDA above for Consolidated portfolio but are in net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders: Depreciation and amortization decreased to $133.0 million for year ended December 31, 2025 the as compared to $148.3 million for the year ended December 31, 2024 as a result of the Company being a net seller of assets over the last year.
(7) Table above excludes $284.7 million unfulfilled capital commitments to our unconsolidated investments and $123.4 million on loan investments. (8) Ground leases on consolidated assets. Amounts are undiscounted and have leases that expire as far out as 2258. (9) Principal debt payments include the effect of extension options. Indebtedness and Related Covenants The following describes certain indebtedness and related covenants.
(6) Table above excludes $270.9 million unfulfilled capital commitments to our unconsolidated investments and $146.6 million on loan investments. (7) Ground leases on consolidated assets. Amounts are undiscounted and have leases that expire as far out as 2258. (8) Principal debt payments include the effect of extension options. Indebtedness and Related Covenants The following describes certain indebtedness and related covenants.
Subject to certain conditions precedent and at Kennedy-Wilson, Inc.’s (the "Borrower") option, the maturity date of the Third A&R Facility may be extended by a year. The Company has $98.3 million outstanding on the A&R Facility as of December 31, 2024 with $451.7 million available to be drawn under the revolving credit facility.
Subject to certain conditions precedent and at Kennedy-Wilson, Inc.’s (the "Borrower") option, the maturity date of the Third A&R Facility may be extended by a year. The Company has $284.7 million outstanding on the Third A&R Facility as of December 31, 2025 with $265.3 million available to be drawn under the revolving credit facility.
The difference period-over-period was primarily attributed to: (i) mark to market fair value losses of $14.0 million on the Company's undesignated interest rate caps and swap contracts for the year ended December 31, 2024 as compared to $18.3 million in the prior period; (ii) $18.5 million of cash proceeds received during the year ended December 31, 2024 on interest rate caps and swaps and $16.7 million in the prior period which offset the mark to market fair value losses discussed above; and (iii) $4.8 million of foreign exchange losses during the year ended December 31, 2024 as compared to a loss of $0.3 million in the prior period.
The difference period-over-period was primarily attributed to: (i) mark to market fair value losses of $2.1 million on the Company's undesignated interest rate caps and swap contracts for the year ended December 31, 2025 as compared to $14.0 million in the prior period; (ii) $9.2 million of cash proceeds received during the year ended December 31, 2025 on interest rate caps and swaps and $18.5 million in the prior period which offset the mark to market fair value losses discussed above; and (iii) $0.4 million of foreign exchange losses during the year ended December 31, 2025 as compared to a loss of $4.8 million in the prior period.
The program does not obligate the Company to repurchase any specific number of shares and, subject to compliance with applicable laws, may be suspended or terminated at any time without prior notice. As of December 31, 2024, we had $109.7 million remaining under the plan for stock repurchases.
The program does not obligate the Company to repurchase any specific number of shares and, subject to compliance with applicable laws, may be suspended or terminated at any time without prior notice. As of December 31, 2025, we had $100.9 million remaining under the plan for stock repurchases.
Fees earned from consolidated investments are 52 Table of Contents eliminated in consolidation with the amount relating to our equity partners being recognized through income attributable to noncontrolling interests. Loans - Interest income earned on consolidated loans.
Fees earned from consolidated investments are eliminated in consolidation with the amount relating to our equity partners being recognized through income attributable to noncontrolling interests. Loans - Interest income earned on consolidated loans.
Interest expense was $160.5 million for the year ended December 31, 2024 as compared to $162.0 million for the year ended December 31, 2023. The decrease is primarily due to decreases in consolidated mortgage balance over 2024 due to asset sales over the current and prior periods which was offset by higher interest rates on mortgages in the current period.
Interest expense was $139.4 million for the year ended December 31, 2025 as compared to $160.5 million for the year ended December 31, 2024. The decrease is primarily due to decreases in consolidated mortgage balance over 2025 due to asset sales over the current and prior periods which was offset by higher interest rates on mortgages in the current period.
The interest payments on variable rate debt have been calculated at the interest rate in effect as of December 31, 2024. (2) Excludes $1.4 million net unamortized debt discount on mortgage debt. (3) Excludes $2.7 million unamortized debt premium on senior notes. (4) Excludes $37.8 million of unamortized loan fees.
The interest payments on variable rate debt have been calculated at the interest rate in effect as of December 31, 2025. (2) Excludes $1.1 million net unamortized debt discount on mortgage debt. (3) Excludes $2.2 million unamortized debt premium on senior notes. (4) Excludes $30.7 million of unamortized loan fees.
During the year ended December 31, 2024, we recorded a $49.7 million d ecrease in the accrual for carried interests in our commingled funds primarily related to the fair value decreases that the Company recorded with respect to office assets in a 41 Table of Contents United States commingled fund and on certain separate account platforms that hold multifamily assets in the Western United States.
During the year ended December 31, 2024, we recorded a $49.7 million decrease in the accrual for carried interests in our commingled funds primarily related to the fair value decreases that the Company recorded with respect to office assets in a United States commingled fund and on certain separate account platforms that hold multifamily assets in the Western United States.
A reconciliation of net income to Adjusted EBITDA and Adjusted Net Income is presented below: 55 Table of Contents Years Ended December 31, (Dollars in millions) 2024 2023 2022 2021 2020 Net (loss) income $ (33.7) $ (281.4) $ 101.9 $ 336.4 $ 107.8 Non-GAAP adjustments: Add back (less): Interest expense 261.1 259.2 220.8 192.4 201.9 Loss (gain) on early extinguishment of debt 1.7 1.6 (27.5) 45.7 9.3 Kennedy Wilson's share of interest expense included in unconsolidated investments 131.0 99.1 60.2 40.2 33.0 Depreciation and amortization 148.3 157.8 172.9 166.3 179.6 Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments 4.0 3.2 3.5 5.3 6.9 Provision for (benefit from) income taxes 10.2 (55.3) 36.2 126.2 43.6 Kennedy Wilson's share of taxes included in unconsolidated investments 0.4 0.1 2.7 — 1.1 Share-based compensation 23.6 34.5 29.0 28.7 32.3 EBITDA attributable to noncontrolling interests (1) (6.9) (29.0) (8.2) (13.3) (7.5) Adjusted EBITDA (2) $ 539.7 $ 189.8 $ 591.5 $ 927.9 $ 608.0 (1) (2) See "Non-GAAP Measures and Certain Definitions" for definitions and discussion of Adjusted EBITDA .
A reconciliation of net income to Adjusted EBITDA and Adjusted Net Income is presented below: Years Ended December 31, (Dollars in millions) 2025 2024 2023 2022 2021 Net income (loss) $ 23.8 $ (33.7) $ (281.4) $ 101.9 $ 336.4 Non-GAAP adjustments: Add back (less): Interest expense 239.6 261.1 259.2 220.8 192.4 Loss (gain) on early extinguishment of debt 2.3 1.7 1.6 (27.5) 45.7 Kennedy Wilson's share of interest expense included in unconsolidated investments 132.5 131.0 99.1 60.2 40.2 Depreciation and amortization 133.0 148.3 157.8 172.9 166.3 Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments 3.9 4.0 3.2 3.5 5.3 Provision for (benefit from) income taxes 13.6 10.2 (55.3) 36.2 126.2 Kennedy Wilson's share of taxes included in unconsolidated investments — 0.4 0.1 2.7 — Share-based compensation 25.7 23.6 34.5 29.0 28.7 EBITDA attributable to noncontrolling interests (1) (24.9) (6.9) (29.0) (8.2) (13.3) Adjusted EBITDA (2) $ 549.5 $ 539.7 $ 189.8 $ 591.5 $ 927.9 (1) (2) See "Non-GAAP Measures and Certain Definitions" for definitions and discussion of Adjusted EBITDA .
Please also see " Part I. Item 1. "Fair Value Investments "" for additional details. Segment Expenses Expenses increased to $59.3 million for the year ended December 31, 2024 as compared to $43.3 million for the same period in 2023.
Please also see " Part I. Item 1. "Fair Value Investments " for additional details. Segment Expenses Expenses increased to $78.6 million for the year ended December 31, 2025 as compared to $59.3 million for the same period in 2024.
The increase compared to the prior period was primarily due to higher allocation of corporate expenses due to the growth of our real estate debt business. Non-Segment Items Compensation and related, corporate for the year ended December 31, 2024 were $46.3 million as compared to $57.7 million for the year ended December 31, 2023.
The increase compared to the prior period was primarily due to higher allocation of corporate expenses due to the growth of our real estate debt business. Non-Segment Items Compensation and related, corporate for the year ended December 31, 2025 were $47.0 million as compared to $46.3 million for the year ended December 31, 2024.
As of December 31, 2024, we have incurred $44.0 million of costs to date and expect to spend an additional $23.0 million to develop to completion or complete the entitlement process on these projects. Of the $23.0 million of remaining costs to complete, we currently expect it to be funded through secured mortgage financing.
As of December 31, 2025, we have incurred $67.0 million of costs to date and expect to spend an additional $16.0 million to develop to completion or complete the entitlement process on these projects. Of the $16.0 million of remaining costs to complete, we currently expect it to be funded through secured mortgage financing.
The decrease is due to allocation of gains from the sale of real estate, net on a consolidated multifamily property and a non-core retail asset both in the Western United States during the prior period.
The increase is due to allocation of gains from the sale of real estate, net on a consolidated multifamily property in Western United States and a non-core retail asset both in Ireland during the current period.
If there was a 100-basis point increase or decrease, we would have a $3.3 million increase in interest expense or $8.0 million decrease in interest expense savings during 2025 on our current share of indebtedness.
If there was a 100-basis point increase or decrease, we would have a $11.3 million increase in interest expense or $14.8 million decrease in interest expense savings during 2026 on our current share of indebtedness.
The increase in GAAP net income to common shareholders and Adjusted EBITDA is primarily due to (i) higher levels of investment management fees (60% increase) from our real estate debt business as compared to the prior year; and (ii) higher levels of non-cash unrealized fair value gains and lower levels of write downs on carried interests on our investments in our Co-Investment Portfolio as compared to the prior year.
The increase in GAAP net income to common shareholders is primarily due to (i) higher levels of investment management fees (16% increase) from our Co-Investment Portfolio as compared to the prior year; and (ii) higher levels of non-cash unrealized fair value gains and lower levels of write downs on carried interests on our investments in our Co-Investment Portfolio as compared to the prior year.
Accordingly the sale of such real estate is presented by the Company on a gross basis (sale of real estate and cost of real estate sold), and, therefore, the portion of the same that is not attributable to the Company’s ownership share is excluded from Co-Investment NOI. 57 Table of Contents Years Ended December 31, 2021 2020 Consolidated Portfolio Co-Investment Portfolio Consolidated Portfolio Co-Investment Portfolio Net income $ 336.4 $ 389.0 $ 107.8 $ 81.0 Add: Provision for income taxes 126.2 — 43.6 1.0 Less: Income from unconsolidated investments (389.0) — (81.0) — Less: (Gain) loss on sale of real estate, net (1) (412.7) 3.1 (338.0) 11.5 Add: Interest expense 192.4 40.0 201.9 33.1 Add: Loss on extinguishment of debt 45.7 — 9.3 — Add: Other loss 5.0 17.9 2.3 13.7 Less: Sale of real estate (1) — (39.5) — (11.5) Less: Interest income (8.6) — (3.1) — Less: Investment management and property services (37.4) — (33.1) — Add: Carried interests expense — (117.9) — (2.6) Add: Cost of real estate sold (1) — 36.8 — 13.3 Add: Compensation and related 162.6 — 144.2 — Add: Carried interests expense 42.0 — 0.2 — Add: General and administrative 33.3 — 34.6 — Add: Depreciation 166.3 5.6 179.6 6.9 Less: Fair value adjustments — (210.6) — (43.9) Less: NCI adjustments (6.4) — (6.0) — Net Operating Income $ 255.8 $ 124.4 $ 262.3 $ 102.5 (1) The Company’s joint ventures in its Co-Investment business segment predominantly acquire and hold and may ultimately dispose of operating properties which are presented by the Company as net gain or loss on disposition under ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”) because the disposition is not considered an “output of the entity’s ordinary activities.” Certain joint ventures in the same business segment, however, dispose of non-operating properties (such as land and condominiums) from time-to-time, and such sales are an “output of the entity’s ordinary activities” under Topic 606.
Accordingly the sale of such real estate is presented by the Company on a gross basis (sale of real estate and cost of real estate sold), and, therefore, the portion of the same that is not attributable to the Company’s ownership share is excluded from Co-Investment NOI. 61 Table of Contents Years Ended December 31, 2022 2021 Consolidated Portfolio Co-Investment Portfolio Consolidated Portfolio Co-Investment Portfolio Net income $ 101.9 $ 178.4 $ 336.4 $ 389.0 Add: Provision for income taxes 36.2 2.7 126.2 — Less: Income from unconsolidated investments (178.4) — (389.0) — Less: (Gain) loss on sale of real estate, net (1) (103.7) (4.9) (412.7) 3.1 Add: Interest expense 220.8 60.1 192.4 40.0 Add: (Gain) loss on extinguishment of debt (27.5) — 45.7 — Add: Other (income) loss (36.1) 17.9 5.0 17.9 Less: Sale of real estate (1) — (52.0) — (39.5) Less: Interest income (11.7) — (8.6) — Less: Investment management and property services (46.5) — (37.4) — Add: Carried interests expense — 21.1 — (117.9) Add: Cost of real estate sold (1) — 40.7 — 36.8 Add: Compensation and related 140.3 — 162.6 — Add: Carried interests expense (4.3) — 42.0 — Add: General and administrative 37.2 — 33.3 — Add: Depreciation 172.9 3.8 166.3 5.6 Less: Fair value adjustments — (110.2) — (210.6) Less: NCI adjustments (6.9) — (6.4) — Net Operating Income $ 294.2 $ 157.6 $ 255.8 $ 124.4 (1) The Company’s joint ventures in its Co-Investment business segment predominantly acquire and hold and may ultimately dispose of operating properties which are presented by the Company as net gain or loss on disposition under ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”) because the disposition is not considered an “output of the entity’s ordinary activities.” Certain joint ventures in the same business segment, however, dispose of non-operating properties (such as land and condominiums) from time-to-time, and such sales are an “output of the entity’s ordinary activities” under Topic 606.
We recognized $11.0 million of reserves against our loan portfolio in other loss during the year ended December 31, 2024 as compared to $7.0 million in the prior period.
We recognized $3.4 million of reserves against our loan portfolio in other loss during the year ended December 31, 2025 as compared to $11.0 million in the prior period.
Dollar: Year Ended December 31, 2024 2023 Euro (6.2) % 3.1 % GBP (1.7) % 5.2 % Comprehensive loss, net of taxes and noncontrolling interests, for the year ended December 31, 2024 and 2023 was a loss of $78.0 million and $316.0 million, respectively.
Dollar: Year Ended December 31, 2025 2024 Euro 13.4 % (6.2) % GBP 7.5 % (1.7) % Comprehensive loss, net of taxes and noncontrolling interests, for the year ended December 31, 2025 and 2024 was a loss of $16.3 million and $78.0 million, respectively.
KWI Notes On February 11, 2021, Kennedy-Wilson, Inc., issued $500.0 million aggregate principal amount of 2029 Notes and $500.0 million aggregate principal amount of 2031 Notes (together with the 2029 Notes, the “initial notes”).
KWI Notes On February 11, 2021, Kennedy-Wilson, Inc., issued $500.0 million aggregate principal amount of 2029 Notes and $500.0 million aggregate principal amount of 2031 Notes (together with the 2029 Notes, the “initial notes”). On March 15, 2021, Kennedy-Wilson, Inc. issued an additional $100 million aggregate principal of the 2029 Notes and an additional $100 million of the 2031 Notes.
During the year ended December 31, 2024, we recorded $5.5 million of mark to market fair value gains on interest rate caps and swaps that the Company bought to hedge its variable rate interest rate exposure as compared to $4.3 million in year ended December 31, 2023.
During the year ended December 31, 2025, we recorded $0.5 million of mark to market fair value losses on interest rate caps and swaps that the Company bought to hedge its variable rate interest rate exposure as compared to $5.5 million in year ended December 31, 2024.
Unstabilized and Value Add Capital Expenditure Programs We currently have seven assets that comprise 1.4 million commercial square feet, 150 hotel rooms and 232 multifamily units that are currently unstabilized and are undergoing various stages of lease-up, value-add or development. In order to stabilize these assets we project our share of costs to complete to be $20.7 million.
Unstabilized and Value Add Capital Expenditure Programs We currently have seven assets that comprise 1.6 million commercial square feet and 150 hotel rooms that are currently unstabilized and are undergoing various stages of lease-up, value-add or development. In order to stabilize these assets we project our share of costs to complete to be $18.9 million.
The Company recorded realized foreign exchange gains of $6.5 million for the year ended December 31, 2024 as compared to realized losses of $3.3 million in the prior period primarily due to decreases in the euro exchange rate on portion of its line of credit that was drawn in euros.
The Company recorded realized foreign exchange losses of $2.8 million for the year ended December 31, 2025 as compared to realized gains of $6.5 million in the prior period primarily due to decreases in the euro exchange rate on portion of its line of credit that was drawn in euros during the first half of 2025.
The weighted average strike price on caps and maturity of Kennedy Wilson’s variable rate mortgages are 3.17% and approximately 1.2 years, respectively, as of December 31, 2024. The table below represents contractual balances of our financial instruments at the expected maturity dates as well as the fair value as of December 31, 2024.
The weighted average strike price on caps and maturity of Kennedy Wilson’s variable rate mortgages are 2.96% and approximately 0.9 years, respectively, as of December 31, 2025. The table below represents contractual balances of our financial instruments at the expected maturity dates as well as the fair value as of December 31, 2025.
Dollar our net asset value would increase by $20.5 million or decrease by $22.4 million. If rates moved 10%, we would have an increase of $39.5 million and a decrease of $44.7 million. Financial Measures and Descriptions . Rental - Rental income is comprised of rental revenue earned by our consolidated real estate investments.
Dollar our net asset value would increase by $19.2 million or decrease by $19.5 million. If rates moved 10%, we would have an increase of $38.0 million and a decrease of $39.4 million. Financial Measures and Descriptions . Rental - Rental income is comprised of rental revenue earned by our consolidated real estate investments.
Rental expenses decreased to $150.0 million for the year ended December 31, 2024 as compared to $152.6 million for the year ended December 31, 2023. The decrease is due to sales of properties as discussed above which were offset by inflationary increases on items like payroll, utilities and insurance.
Rental expenses decreased to $140.9 million for the year ended December 31, 2025 as compared to $150.0 million for the year ended December 31, 2024. The decrease is due to sale of properties as discussed above which were offset by inflationary increases on items like payroll, utilities and insurance.
In addition to the unfunded capital commitments on its joint venture investments, has $1.2 million of equity commitments relating to unconsolidated development projects and $43.4 million at its share related to future ground lease payments that run through 2085 on Kona Village.
In addition to the unfunded capital commitments on its joint venture investments, has $83.7 million of equity commitments relating to unconsolidated development projects and $29.6 million at its share related to future ground lease payments that run through 2085 on Kona Village.
Cash Flows 46 Table of Contents The following table summarizes the cash provided by or used in our operating, investing and financing activities for the years ended December 31, 2024 and 2023: Year ended December 31, (Dollars in millions) 2024 2023 Net cash provided by operating activities $ 55.1 $ 48.9 Net cash provided by (used in) investing activities 414.2 (11.7) Net cash (used in) provided by financing activities (565.5) (164.8) Operating Our cash flows from operating activities are primarily dependent upon operations from consolidated properties, the operating distributions and fees from our Co-Investment Platform, general and administrative costs, compensation and interest expense payments.
Cash Flows The following table summarizes the cash provided by or used in our operating, investing and financing activities for the years ended December 31, 2025 and 2024: Year ended December 31, (Dollars in millions) 2025 2024 Net cash provided by operating activities $ 11.4 $ 55.1 Net cash provided by investing activities 525.8 414.2 Net cash used in financing activities (560.0) (565.5) Operating Our cash flows from operating activities are primarily dependent upon operations from consolidated properties, the operating distributions and fees from our Co-Investment Platform, general and administrative costs, compensation and interest expense payments.
Off-Balance Sheet Arrangements Guarantees We have provided guarantees associated with loans secured by consolidated assets. At December 31, 2024, the maximum potential amount of future payments (undiscounted) we could be required to make under the guarantees was approximately $119.4 million at December 31, 2024.
Off-Balance Sheet Arrangements 54 Table of Contents Guarantees We have provided guarantees associated with loans secured by consolidated assets. At December 31, 2025, the maximum potential amount of future payments (undiscounted) we could be required to make under the guarantees was approximately $45.6 million at December 31, 2025.
Gain on sale of real estate, net was $160.1 million for the year ended December 31, 2024 as compared to $127.6 million in the prior period.
Gain on sale of real estate, net was $94.7 million for the year ended December 31, 2025 as compared to $160.1 million in the prior period.
(6) Kennedy Wilson's share of contractual obligations, (excluding amounts that are attributable to noncontrolling interests), including debt, lines of credit, operating leases and ground leases, c onsisted of the following: Less than 1 year - $411.7 million; 1-3 years - $1,329.8 million; 4-5 years - $1,678.1 million; After 5 years - $1,368.9 million.
(5) Kennedy Wilson's share of contractual obligations, (excluding amounts that are attributable to noncontrolling interests), including debt, lines of credit, operating leases and ground leases, c onsisted of the following: Less than 1 year - $534.5 million; 1-3 years - $1,829.9 million; 4-5 years - $1,984.1 million; After 5 years - $163.7 million.
Year Ended December 31, 2024 Net cash used in investing activities totaled $414.2 million for the year ended December 31, 2024.
Year Ended December 31, 2024 Net cash provided by investing activities totaled $414.2 million for the year ended December 31, 2024.
Additionally, we paid common dividends of $100.2 million and preferred dividends of $43.5 million, and we repurchased $15.0 million of our common stock under our share repurchase plan. Year Ended December 31, 2023 Net cash used in financing activities totaled $164.8 million for the year ended December 31, 2023.
Additionally, we paid common dividends of $68.0 million and preferred dividends of $43.5 million, and we repurchased $9.2 million of our common stock under our share repurchase plan. Year Ended December 31, 2024 Net cash used in financing activities totaled $565.5 million for the year ended December 31, 2024.
As of December 31, 2024, (i) of the 75 investments in the Company’s co-investment portfolio, 11 of such investments are a part of the Carried Interests Sharing Program; (ii) the Company’s total accrued carried interests in its financial statements is $27.6 million, of which $7.1 million was accrued as carried interests compensation expense as part of the Carried Interests Program.
As of December 31, 2025, (i) of the 72 investments in the Company’s co-investment portfolio, 11 of such investments are a part of the Carried Interests Sharing Program; (ii) the Company’s total accrued carried interests in its financial statements is $25.8 million, of which $6.9 million was accrued as carried interests compensation expense as part of the Carried Interests Program.
As of December 31, 2024, we and our consolidated subsidiaries had approximately $217.5 million ($62.6 million of which is in foreign currencies of GBP or EUR) of consolidated cash (as shown on our consolidated balance sheet), our share of cash held at unconsolidated Co-Investment Portfolio assets was $137.5 million and we had $451.7 million of availability under lines of credit.
As of December 31, 2025, we and our consolidated subsidiaries had approximately $184.5 million ($56.3 million of which is in foreign currencies of GBP or EUR) of consolidated cash (as shown on our consolidated balance sheet), our share of cash held at unconsolidated Co-Investment Portfolio assets was $115.7 million and we had $265.3 million of availability under lines of credit.
Year Ended December 31, (Dollars in millions) 2024 2023 Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (76.5) $ (341.8) Unrealized foreign currency translation (loss) gain, net of noncontrolling interests and tax (36.1) 31.3 Amounts reclassified out of accumulated other comprehensive loss during the period 5.1 — Unrealized foreign currency derivative contract gain (loss), net of noncontrolling interests and tax 29.5 (5.5) Comprehensive loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (78.0) $ (316.0) The main currencies that the Company has exposure to are the euro and pound sterling.
Below is a table that details the activity for the years ended December 31, 2025 and 2024. 47 Table of Contents Year Ended December 31, (Dollars in millions) 2025 2024 Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (38.8) $ (76.5) Unrealized foreign currency translation gain (loss), net of noncontrolling interests and tax 61.5 (36.1) Amounts reclassified out of accumulated other comprehensive loss during the period 3.0 5.1 Unrealized foreign currency derivative contract (loss) gain, net of noncontrolling interests and tax (42.0) 29.5 Comprehensive loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (16.3) $ (78.0) The main currencies that the Company has exposure to are the euro and pound sterling.
We received $7.6 million and $7.4 million in cash on interest rate caps and swaps during the year ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024 we received $2.5 million of interest income on bank deposits due to rising interest rates as compared to $4.3 million in the prior period.
We received $1.0 million and $7.6 million in cash on interest rate caps and swaps during the year ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025 we received $1.4 million of interest income on bank deposits as compared to $2.5 million in the prior period the decrease was due to lower cash balances.
For the year ended December 31, 2024 we had Adjusted EBITDA of $539.7 million as compared to $189.8 million for the same period in 2023. These results include $213 million and $473 million of non-cash expenses for the years ended December 31, 2024 and 2023, respectively, which primarily consist of depreciation and amortization and changes in fair values.
For the year ended December 31, 2025 we had Adjusted EBITDA of $549.5 million as compared to $539.7 million for the same period in 2024. These results include $78 million and $214 million of non-cash items for the years ended December 31, 2025 and 2024, respectively, which primarily consist of depreciation and amortization and changes in fair values.
Year Ended December 31, 2024 Consolidated Co-Investment Total Revenues $ 0.3 — % $ (0.2) — % $ 0.1 — % Net Income 1.4 2 % 1.0 1 % 2.4 3 % Adjusted EBITDA 1.7 — % 0.4 — % 2.1 — % Year Ended December 31, 2023 Consolidated Co-Investment Total Revenues $ 5.9 1 % $ 0.1 — % $ 6.0 1 % Net Income (5.2) (2) % — — % (5.2) (2) % Adjusted EBITDA (1.3) (1) % 0.6 1 % (0.7) — % Consolidated Portfolio Segment Rental income was $390.6 million for the year ended December 31, 2024 as compared to $415.3 million for the same period in 2023.
Year Ended December 31, 2025 Consolidated Co-Investment Total Revenues $ 6.6 2 % $ 1.2 — % $ 7.8 2 % Net Income (5.3) (14) % 26.0 67 % 20.7 53 % Adjusted EBITDA 0.9 — % 32.7 6 % 33.6 6 % Year Ended December 31, 2024 Consolidated Co-Investment Total Revenues $ 0.3 — % $ (0.2) — % $ 0.1 — % Net Income 1.4 2 % 1.0 1 % 2.4 3 % Adjusted EBITDA 1.7 — % 0.4 — % 2.1 — % Consolidated Portfolio Segment Rental income was $362.7 million for the year ended December 31, 2025 as compared to $390.6 million for the same period in 2024.
Common Shareholders Other revenue 2.2 Compensation and related, corporate (57.7) General and administrative, corporate (7.5) Depreciation and amortization (157.8) Interest expense (259.2) Loss on early extinguishment of debt (1.6) Other loss (0.3) Benefit from income taxes 55.3 Company's share of Interest, Depreciation, and Taxes included in income from unconsolidated investments (102.4) EBITDA adjustments to NCI 29.0 Net loss (281.4) Net income attributable to noncontrolling interests (22.4) Preferred dividends (38.0) Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (341.8) 37 Table of Contents Kennedy Wilson Consolidated Financial Results: Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 Financial Highlights GAAP net loss to common shareholders was $76.5 million and $341.8 million for the year ended December 31, 2024 and 2023, respectively.
Common Shareholders Other revenue 1.4 Compensation and related, corporate (46.3) General and administrative, corporate (7.2) Depreciation and amortization (148.3) Interest expense (261.1) Loss on early extinguishment of debt (1.7) Other income 14.2 Provision for income taxes (10.2) Company's share of interest, depreciation, and taxes included in income from unconsolidated investments (135.4) EBITDA adjustments to NCI 6.9 Net loss (33.7) Net loss attributable to noncontrolling interests 0.7 Preferred dividends (43.5) Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (76.5) 42 Table of Contents Kennedy Wilson Consolidated Financial Results: Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Financial Highlights GAAP net loss to common shareholders was $38.8 million and $76.5 million for the year ended December 31, 2025 and 2024, respectively.
General and administrative expenses decreased to $14.9 million for year the ended December 31, 2024 as compared to $15.5 million for the year ended December 31, 2023.
General and administrative expenses decreased to $11.6 million for year the ended December 31, 2025 as compared to $14.9 million for the year ended December 31, 2024.
Year Ended December 31, 2024 (Dollars in millions) Consolidated Co-Investments Total Segment Revenue Rental $ 390.6 $ — $ 390.6 Hotel 9.3 — 9.3 Investment management fees — 98.9 98.9 Loans — 31.2 31.2 Total segment revenue 399.9 130.1 530.0 Income from unconsolidated investments Principal co-investments — 56.2 56.2 Carried interests — (49.7) (49.7) Company's share of Interest, Depreciation, and Taxes included in income from unconsolidated investments — 135.4 135.4 Income from unconsolidated investments — 141.9 141.9 Gain on sale of real estate, net 160.1 — 160.1 Segment Expenses Rental 150.0 — 150.0 Hotel 7.6 — 7.6 Compensation and related 39.4 49.1 88.5 Carried interests compensation — (16.6) (16.6) General and administrative 14.9 16.7 31.6 Other (income) loss (1.0) 11.0 10.0 Other segment items (1) 7.8 (0.9) 6.9 Total segment expenses 218.7 59.3 278.0 Segment Adjusted EBITDA $ 341.3 $ 212.7 $ 554.0 Reconciliation of Segment Adjusted EBITDA to Net Income attributable to Kennedy-Wilson Holdings, Inc.
Common Shareholders Other revenue 0.8 Compensation and related, corporate (47.0) General and administrative, corporate (6.8) Depreciation and amortization (133.0) Interest expense (239.6) Loss on early extinguishment of debt (2.3) Other loss (6.1) Provision for income taxes (13.6) Company's share of interest, depreciation, and taxes included in income from unconsolidated investments (137.2) EBITDA adjustments to NCI 24.9 Net income 23.8 Net income attributable to noncontrolling interests (19.1) Preferred dividends (43.5) Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (38.8) 41 Table of Contents December 31, 2024 (Dollars in millions) Consolidated Co-Investments Total Segment Revenue Rental $ 390.6 $ — $ 390.6 Hotel 9.3 — 9.3 Investment management fees — 98.9 98.9 Loans — 31.2 31.2 Total segment revenue 399.9 130.1 530.0 Income from unconsolidated investments Principal co-investments — 56.2 56.2 Carried interests — (49.7) (49.7) Company's share of interest, depreciation, and taxes included in income from unconsolidated investments — 135.4 135.4 Income from unconsolidated investments — 141.9 141.9 Gain on sale of real estate, net 160.1 — 160.1 Expenses Rental 150.0 — 150.0 Hotel 7.6 — 7.6 Compensation and related 39.4 49.1 88.5 Carried interests compensation — (16.6) (16.6) General and administrative 14.9 16.7 31.6 Other (income) loss (1.0) 11.0 10.0 Other segment items (1) 7.8 (0.9) 6.9 Total expenses 218.7 59.3 278.0 Segment Adjusted EBITDA $ 341.3 $ 212.7 $ 554.0 Reconciliation of Segment Adjusted EBITDA to Net Income attributable to Kennedy-Wilson Holdings, Inc.
Figures do not include scheduled interest payments. Assuming each debt obligation is held until maturity, we estimate that we will make the following interest payments: Less than 1 year - $136.7 million; 1-3 years - $277.5 million; 4-5 years - $91.1 million; After 5 years - $36.3 million.
Figures do not include scheduled interest payments. Assuming each debt obligation is held until maturity, we estimate that we will make the following interest payments: Less than 1 year - $117.1 million; 1-3 years - $198.2 million; 4-5 years - $49.0 million; After 5 years - $9.5 million.
Other income was $1.0 million for the year ended December 31, 2024 as compared to $2.3 million for the year ended December 31, 2023.
Other loss was $2.8 million for the year ended December 31, 2025 as compared to other income of $1.0 million for the year ended December 31, 2024.

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