Kennedy-Wilson (KW) director’s 22,500 shares cashed out at $10.90 in merger

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. director Nadine I. Watt reported a disposition of 22,500 shares of Common Stock to the issuer, leaving her with no directly held shares after the transaction. This occurred in connection with a merger where each share was converted into the right to receive $10.90 in cash. Outstanding restricted stock units vested at the merger effective time and were canceled for a lump-sum cash payment based on the same $10.90 per-share merger consideration plus accrued dividend equivalents.

Insights

Corporate actions analyst

Director’s shares were cashed out in a completed merger, a routine corporate action.

The Form 4 shows director Nadine I. Watt disposing of 22,500 shares of Kennedy-Wilson Holdings, Inc. Common Stock to the issuer with no price per share, leaving zero shares directly held. This aligns with the closing mechanics of a cash merger.

Footnotes explain that, at the merger’s effective time, each Common share was automatically converted into a right to receive $10.90 in cash, and each RSU vested and was canceled for a comparable lump-sum cash payment plus dividend equivalents. This filing mainly documents technical effects of the merger for one director rather than a discretionary market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Watt Nadine I

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	22,500	$0.00	--

Holdings After Transaction: Common Stock — 0 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.

Key Figures

Shares disposed: 22,500 shares Merger consideration: $10.90 per share Holding after transaction: 0 shares +1 more

4 metrics

Shares disposed 22,500 shares Disposition to issuer reported by director

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

Holding after transaction 0 shares Total Common Stock directly held after disposition

Transaction price per share $0.00 Form 4 price field for issuer disposition code D

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU")

3 terms

Agreement and Plan of Merger regulatory

"In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026"

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

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"

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"

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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 did Kennedy-Wilson (KW) director Nadine I. Watt report in this Form 4?

Nadine I. Watt reported disposing of 22,500 shares of Kennedy-Wilson Common Stock to the issuer. After this issuer disposition, she directly held zero shares, reflecting the completion of a cash merger transaction affecting all outstanding shares and related equity awards.

At what price were Kennedy-Wilson (KW) shares effectively cashed out in the merger?

Each outstanding Kennedy-Wilson Common share was automatically converted into the right to receive $10.90 in cash per share. This cash amount excluded interest and was subject to applicable withholding taxes under the merger’s terms at the effective time of completion.

How were Nadine I. Watt’s restricted stock units treated in the Kennedy-Wilson merger?

At the effective time, each outstanding RSU vested and was canceled. The holder became entitled to a lump-sum cash payment based on the number of underlying shares multiplied by the $10.90 merger consideration, plus any accrued and unpaid dividend equivalents on those units.

Did Nadine I. Watt retain any direct Kennedy-Wilson (KW) share ownership after this transaction?

Following the reported disposition to the issuer, Nadine I. Watt’s directly held Common Stock position was 0 shares. This reflects the merger’s completion, where outstanding equity was converted into cash rights rather than ongoing ownership in the public company.

What corporate transaction triggered the Form 4 filing for Kennedy-Wilson (KW)?

The filing stems from a merger under an Agreement and Plan of Merger among Kennedy-Wilson, Kona Bidco, LLC, and Kona Merger Subsidiary, Inc. At closing, the merger made Kennedy-Wilson a wholly owned subsidiary of Kona Bidco and converted each share into cash consideration.

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^*

Watt Nadine I

(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)

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

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		D		22,500	D	(1)(2)(3)	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.

	/s/ Nadine I. Watt	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)