CFO of Kennedy-Wilson (NYSE: KW) reports stock grant and cash-out in $10.90-per-share merger

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. Chief Financial Officer Justin Enbody reported equity changes tied to the completion of a merger in which the company became a wholly owned subsidiary of Kona Bidco, LLC. A merger subsidiary combined with the company, which continues as the surviving entity.

At the merger’s effective time, each outstanding share of common stock was converted into the right to receive $10.90 per share in cash, subject to applicable withholding taxes. Enbody reported an acquisition of 341,662 shares of common stock as a grant or award and a disposition to the issuer of 1,275,571 shares of common stock.

Outstanding RSUs and PSUs also vested and were canceled at the effective time, with holders entitled to lump-sum cash payments based on the $10.90 per-share merger consideration and accrued dividend equivalents.

Insights

Equity compensation and M&A specialist

CFO’s equity is cashed out in an all-cash merger, a typical outcome in buyouts.

The transactions show Justin Enbody receiving a grant of 341,662 common shares and returning 1,275,571 shares to the issuer through a disposition. Footnotes link these moves to a completed merger that turns the company into a subsidiary of Kona Bidco, LLC.

Each common share converts into a right to receive $10.90 in cash at the effective time. RSUs and PSUs also vest and are canceled for lump-sum cash payments based on the same per-share merger consideration and any accrued dividend equivalents. This is standard treatment in cash buyouts.

The filing reflects a change-of-control event rather than discretionary trading by the CFO. The economic impact on him and other holders depends on their total share and unit holdings, but the structure described—cash merger consideration and equity awards settling in cash—is conventional for such transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Enbody Justin

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	341,662	$0.00	--
Disposition	Common Stock	1,275,571	$0.00	--

Holdings After Transaction: Common Stock — 1,275,571 shares (Direct)

Footnotes (1)

1. In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive an amount in cash equal to $10.90 per share, without interest and subject to any applicable withholding taxes required by law (the "Merger Consideration"). At the Effective Time, each outstanding restricted stock unit ("RSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment, without interest, equal to (x) the product, rounded down to the nearest cent, obtained by multiplying (1) the total number of shares underlying such RSU, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon. At the Effective Time, each outstanding performance stock unit ("PSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment, without interest, equal to (x) the product, rounded down to the nearest cent, obtained by multiplying (1) the total number of shares underlying such PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon.

Key Figures

Disposition to issuer: 1,275,571 shares Grant or award: 341,662 shares Merger consideration: $10.90 per share

3 metrics

Disposition to issuer 1,275,571 shares Common stock returned to issuer in connection with merger

Grant or award 341,662 shares Common stock acquired as a grant or award

Merger consideration $10.90 per share Cash paid for each outstanding common share at effective time

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), performance stock unit ("PSU"), +1 more

5 terms

Agreement and Plan of Merger financial

"In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended..."

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

Merger Consideration financial

"each outstanding share of Common Stock was automatically converted into the right to receive an amount in cash equal to $10.90 per share... (the "Merger Consideration")."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock unit ("RSU") financial

"each outstanding restricted stock unit ("RSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment..."

performance stock unit ("PSU") financial

"each outstanding performance stock unit ("PSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment..."

wholly owned subsidiary financial

"the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/16/2026 - 04:08 PM Accepted by SEC EDGAR 06/16/2026 - 04:07 PM Learn about SEC filing dates

FAQ

What insider transactions did Kennedy-Wilson (KW) CFO Justin Enbody report?

Justin Enbody reported two common stock transactions: an acquisition of 341,662 shares classified as a grant or award, and a disposition of 1,275,571 shares to the issuer. Both actions are tied to the completion of a merger in which Kennedy-Wilson became a wholly owned subsidiary.

How were Kennedy-Wilson (KW) common shareholders compensated in the merger?

Each outstanding share of Kennedy-Wilson common stock was automatically converted into the right to receive $10.90 in cash per share. The payment is without interest and subject to any applicable withholding taxes required by law, reflecting the all-cash consideration agreed in the merger terms.

What happened to RSUs for Kennedy-Wilson (KW) employees in the merger?

At the effective time, each outstanding restricted stock unit (RSU) vested and was canceled. Holders are entitled to a lump-sum cash payment equal to the number of underlying shares multiplied by the $10.90 merger consideration, plus any accrued and unpaid dividend equivalents on those RSUs.

What happened to PSUs for Kennedy-Wilson (KW) in the merger?

Each outstanding performance stock unit (PSU) vested and was canceled at the effective time. Holders receive a lump-sum cash payment based on target-level performance shares multiplied by the $10.90 merger consideration, plus any accrued and unpaid dividend equivalents associated with those PSUs.

What change of control occurred at Kennedy-Wilson (KW) in this transaction?

Kona Merger Subsidiary, Inc. merged with and into Kennedy-Wilson, with Kennedy-Wilson surviving as a wholly owned subsidiary of Kona Bidco, LLC. This means the company is now privately controlled by the parent entity following the consummation of the merger at the effective time.

Does this Kennedy-Wilson (KW) Form 4 show open-market buying or selling by the CFO?

The Form 4 does not show open-market trades. It reports a grant or award acquisition of 341,662 shares and a disposition of 1,275,571 shares to the issuer, all occurring in connection with the cash merger and related equity award settlement mechanics, not discretionary market transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Enbody Justin

(Last) (First) (Middle)

C/O 151 S EL CAMINO DR

(Street)

BEVERLY HILLS CALIFORNIA 90212

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kennedy-Wilson Holdings, Inc. [ KW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2026		A		341,662	A	(1)(4)	1,275,571	D
Common Stock	06/16/2026		D		1,275,571	D	(1)(2)(3)(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time").

2. At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive an amount in cash equal to $10.90 per share, without interest and subject to any applicable withholding taxes required by law (the "Merger Consideration").

3. At the Effective Time, each outstanding restricted stock unit ("RSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment, without interest, equal to (x) the product, rounded down to the nearest cent, obtained by multiplying (1) the total number of shares underlying such RSU, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon.

4. At the Effective Time, each outstanding performance stock unit ("PSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment, without interest, equal to (x) the product, rounded down to the nearest cent, obtained by multiplying (1) the total number of shares underlying such PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon.

	/s/ Justin Enbody	06/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)