Director’s Kennedy-Wilson (NYSE: KW) stake canceled in $10.90-per-share merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kennedy-Wilson Holdings, Inc. director Burton Wade reported a disposition of 48,520 shares of Common Stock back to the company. The transaction occurred in connection with a merger in which a subsidiary of Kona Bidco, LLC merged into Kennedy-Wilson, leaving it a wholly owned subsidiary of Kona Bidco.
At the merger’s effective time, each outstanding Kennedy-Wilson common share was automatically converted into the right to receive $10.90 in cash per share, without interest and subject to applicable withholding taxes. All of Wade’s reported shares were disposed of in this process, leaving him with 0 shares of Kennedy-Wilson common stock following the transaction.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Burton Wade
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 48,520 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
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") 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: 48,520 shares
Merger consideration per share: $10.90 per share
Shares owned after transaction: 0 shares
3 metrics
Shares disposed
48,520 shares
Common Stock surrendered to issuer in merger
Merger consideration per share
$10.90 per share
Cash paid for each outstanding common share at effective time
Shares owned after transaction
0 shares
Director Burton Wade’s holdings following merger disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), dividend equivalents
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 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 ... (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"
dividend equivalents financial
"plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
