Kennedy-Wilson (KW) general counsel’s 352,598-share position cashed out at $10.90 in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kennedy-Wilson Holdings, Inc. executive vice president and general counsel Lee In Ku reported a disposition of 352,598 shares of Common Stock to the issuer. The transaction reflects the closing of a merger in which Kona Merger Subsidiary, Inc. merged into the company.
At the merger’s effective time, each outstanding share of Common Stock was automatically converted into the right to receive $10.90 in cash per share, without interest and subject to applicable withholding taxes. Following this issuer disposition, the filing shows 0 shares of Common Stock held directly by the reporting person, and outstanding restricted stock units were canceled in exchange for amounts tied to accrued dividend equivalents.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Lee In Ku
Role
EVP, General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 352,598 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (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") was canceled with the Reporting Person entitled to receive any amounts payable in respect of accrued dividend equivalents thereon.
Key Figures
Shares disposed: 352,598 shares
Merger cash consideration: $10.90 per share
Post-transaction holdings: 0 shares
3 metrics
Shares disposed
352,598 shares
Disposition to issuer reported on Form 4
Merger cash consideration
$10.90 per share
Cash paid for each outstanding Common Stock share at effective time
Post-transaction holdings
0 shares
Total shares of Common Stock held directly after disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), disposition to issuer
4 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..."
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
"At the Effective Time, each outstanding restricted stock unit ("RSU") was canceled..."
disposition to issuer financial
"transaction_code_description: "Disposition to issuer" for the reported Common Stock transaction"
FAQ
What insider transaction did Lee In Ku report for Kennedy-Wilson (KW)?
Lee In Ku reported disposing of 352,598 shares of Kennedy-Wilson Common Stock back to the issuer. The filing describes this as an issuer disposition connected to a merger transaction in which the company became a wholly owned subsidiary of Kona Bidco, LLC.
What merger agreement affected Lee In Ku’s Kennedy-Wilson (KW) holdings?
The transaction stems from an Agreement and Plan of Merger dated February 16, 2026, amended March 15, 2026. Under this agreement, Kona Merger Subsidiary, Inc. merged with Kennedy-Wilson, which continued as the surviving company and a wholly owned subsidiary of Kona Bidco, LLC.
How were Kennedy-Wilson (KW) restricted stock units treated in the merger?
At the effective time, each outstanding restricted stock unit was canceled. The reporting person became entitled to receive any amounts payable in respect of accrued dividend equivalents on those RSUs, instead of continuing equity awards in Kennedy-Wilson.
Is the Form 4 transaction for Kennedy-Wilson (KW) an open-market sale?
No. The Form 4 identifies the code as “D,” meaning a disposition to the issuer, not an open-market sale. The change in ownership results from the merger’s closing and automatic cash-out of shares rather than discretionary trading in the public market.