Kennedy-Wilson (NYSE: KW) merger pays $10.90 per share, insider cashed out
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kennedy-Wilson Holdings, Inc. completed a merger in which each share of Common Stock was converted into the right to receive $10.90 in cash, without interest and subject to withholding taxes. At the merger’s effective time, President KW Europe Michael John Pegler received an award of 193,160 shares of Common Stock and then disposed of 397,281 shares to the issuer, leaving him with zero shares reported after the transactions. All outstanding RSUs and PSUs held by insiders vested, were canceled, and were exchanged for lump-sum cash payments based on the same $10.90-per-share merger consideration plus any accrued and unpaid dividend equivalents.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Pegler Michael John
Role
President KW Europe
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 193,160 | $0.00 | -- |
| Disposition | Common Stock | 397,281 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 397,281 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. 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
Merger cash consideration per share: $10.90 per share
Awarded shares to Pegler: 193,160 shares
Shares disposed to issuer: 397,281 shares
+1 more
4 metrics
Merger cash consideration per share
$10.90 per share
Cash paid for each outstanding Common Stock share at the Effective Time
Awarded shares to Pegler
193,160 shares
Grant/award acquisition of Common Stock at the Effective Time
Shares disposed to issuer
397,281 shares
Disposition of Common Stock to issuer at the Effective Time
Shares held after transactions
0 shares
Total Common Stock holdings reported for Pegler following disposition
Key Terms
Agreement and Plan of Merger, Effective Time, Merger Consideration, restricted stock unit ("RSU"), +1 more
5 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.
Effective Time regulatory
"Merger Sub merged with and into the Issuer ... upon consummation of the merger (the "Effective Time")."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Merger Consideration financial
"amount in cash equal to $10.90 per share ... required by law (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"
FAQ
What insider transactions did KW executive Michael John Pegler report?
Michael John Pegler reported an award of 193,160 shares of Kennedy-Wilson Holdings Common Stock and a disposition of 397,281 shares to the issuer, both on the merger effective date, resulting in zero shares reported as owned afterward.
How were KW restricted stock units (RSUs) treated in the merger?
At the effective time, each outstanding Kennedy-Wilson Holdings RSU vested and was canceled. Holders became entitled to a lump-sum cash payment equal to shares underlying the RSU times $10.90, plus any accrued and unpaid dividend equivalents.
How were KW performance stock units (PSUs) treated in the merger?
Each outstanding Kennedy-Wilson Holdings PSU vested at target performance, was canceled, and entitled the holder to a lump-sum cash payment equal to target PSUs times $10.90, plus any amounts for accrued and unpaid dividend equivalents on those units.