Kennedy-Wilson (KW) CEO reports equity rollover and $10.90-per-share cash merger payout

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. chairman and CEO William J. McMorrow reported a series of share disposals and restructurings tied to the company’s merger with Kona Bidco, LLC. At the merger’s effective time, each outstanding common share was converted into the right to receive $10.90 in cash per share, subject to withholding taxes. Immediately before that, McMorrow contributed certain common shares to Kona Bidco’s parent entity in exchange for limited liability company units or other securities under a rollover agreement, effectively exchanging part of his equity into the private parent structure while the remaining shares were cashed out. Outstanding restricted stock units were canceled at closing, with McMorrow entitled to amounts payable for accrued dividend equivalents.

Insights

M&A and corporate governance analyst

Filing shows insider equity rollover and cash-out tied to a completed merger.

The transactions reflect Kennedy-Wilson being taken private via a merger where each common share converts into the right to receive $10.90 in cash. McMorrow also rolled a substantial block of shares into the acquiring parent through a contribution in exchange for parent securities.

Several Form 4 entries are coded as D (disposition to issuer) and J (other acquisition or disposition), which, together with footnotes, indicate a mix of cash consideration and equity rollover rather than open-market trading. Restricted stock units were canceled at closing, with only dividend-equivalent amounts payable, underscoring the full transition away from the public equity structure.

For existing shareholders, this structure locks in a fixed cash amount per share, while senior insiders like McMorrow maintain exposure through interests in the private parent. Subsequent company communications, outside this filing, would typically detail post-merger governance and capital structure at the parent level.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider MCMORROW WILLIAM J

Role Chairman and CEO

Type	Security	Shares	Price	Value
Other	Common Stock	932,151	$0.00	--
Disposition	Common Stock	2,619,801	$0.00	--
Other	Common Stock	8,031,776	$0.00	--
Disposition	Common Stock	368,342	$0.00	--
Disposition	Common Stock	8,443	$0.00	--
Disposition	Common Stock	90,851	$0.00	--

Holdings After Transaction: Common Stock — 2,619,801 shares (Direct, null); Common Stock — 368,342 shares (Indirect, By William J. McMorrow Revocable Trust)

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"). Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026. The number of shares reported in column 5 has been adjusted to reflect the actual number of shares beneficially owned by the Reporting Person. This adjustment corrects an administrative error in the prior reports and does not reflect an unreported transaction. 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

Merger cash consideration: $10.90 per share Restructured shares: 8,963,927 shares Direct disposition: 2,619,801 shares +2 more

5 metrics

Merger cash consideration $10.90 per share Cash per Kennedy-Wilson common share at the effective time

Restructured shares 8,963,927 shares Shares involved in restructuring-type J transactions

Direct disposition 2,619,801 shares Common stock disposed to issuer from direct holdings (code D)

Disposition via spouse 90,851 shares Common stock disposed to issuer held indirectly by wife (code D)

Disposition via trust 368,342 shares Common stock disposed to issuer held by revocable trust (code D)

Key Terms

Agreement and Plan of Merger, Merger Agreement, Rollover Agreement, Merger Consideration, +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.

Merger Agreement regulatory

"...as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc...."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Rollover Agreement financial

"...in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026."

Merger Consideration financial

"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... (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

"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."

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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 KW Chairman William J. McMorrow report in this Form 4?

McMorrow reported multiple dispositions and restructuring transactions in Kennedy-Wilson common stock. These include D-coded dispositions to the issuer and J-coded “other” transactions, all executed in connection with the closing of the merger with Kona Bidco, LLC’s merger subsidiary.

How much cash per share do Kennedy-Wilson (KW) shareholders receive in the merger?

Each outstanding Kennedy-Wilson common share is converted into the right to receive $10.90 in cash per share. This cash amount is paid without interest and is subject to any applicable tax withholding requirements under law at the time of payment.

How were William J. McMorrow’s shares treated in the Kennedy-Wilson (KW) merger?

Immediately before the merger’s effective time, McMorrow contributed certain Kennedy-Wilson common shares to the parent entity. In return, he received limited liability company units or other securities of the parent, effectively rolling part of his equity into the new private ownership structure.

What does the J transaction code mean in this KW Form 4 filing?

The J code indicates “other acquisition or disposition” of securities. In this filing, J-coded entries reflect restructuring transactions where McMorrow’s shares were contributed to the parent entity in exchange for parent securities, rather than open-market buying or selling of Kennedy-Wilson stock.

What happened to William J. McMorrow’s restricted stock units in the KW merger?

At the effective time of the merger, each outstanding restricted stock unit was canceled. McMorrow is entitled to receive any amounts payable in respect of accrued dividend equivalents on those units, rather than receiving Kennedy-Wilson shares from the canceled awards.

Is William J. McMorrow’s Form 4 for KW related to open-market stock sales?

No, the reported transactions are tied to the merger closing and equity rollover. Dispositions coded D are issuer-related, and J-coded entries represent other restructuring steps, not open-market purchases or sales on an exchange by McMorrow or his related entities.

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^*

MCMORROW WILLIAM J

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		J		932,151	D	(1)(2)	2,619,801(3)	D
Common Stock	06/16/2026		D		2,619,801	D	(1)(4)(5)	0	D
Common Stock	06/16/2026		J		8,031,776	D	(1)(2)	368,342	I	By William J. McMorrow Revocable Trust
Common Stock	06/16/2026		D		368,342	D	(1)(4)	0	I	By William J. McMorrow Revocable Trust
Common Stock	06/16/2026		D		8,443	D	(1)(4)	0	I	By John & Sons Retirement Trust
Common Stock	06/16/2026		D		90,851	D	(1)(4)	0	I	By wife

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. Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026.

3. The number of shares reported in column 5 has been adjusted to reflect the actual number of shares beneficially owned by the Reporting Person. This adjustment corrects an administrative error in the prior reports and does not reflect an unreported transaction.

4. 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").

5. 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.

	/s/ William J. McMorrow	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)