Merger pays $10.90 per share to Kennedy-Wilson (KW) director Meyers
Rhea-AI Filing Summary
Kennedy-Wilson Holdings, Inc. director Jeffrey Meyers reported a disposition of 26,100 shares of Common Stock to the issuer, leaving him with no reported shares after the transaction. This was not an open-market trade but a disposition to the company.
The transaction occurred when Kona Merger Subsidiary, Inc. merged with Kennedy-Wilson under an Agreement and Plan of Merger. At the merger’s effective time, each outstanding share of Common Stock was automatically converted into the right to receive $10.90 per share in cash, and each restricted stock unit vested and was canceled in exchange for a lump-sum cash payment based on the same cash merger consideration plus accrued dividend equivalents.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Meyers Jeffrey
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 26,100 | $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") 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: 26,100 shares
Merger cash consideration: $10.90 per share
Shares after transaction: 0 shares
+1 more
4 metrics
Shares disposed
26,100 shares
Common Stock disposition to issuer at merger effective time
Merger cash consideration
$10.90 per share
Cash paid for each outstanding Common Stock share at Effective Time
Shares after transaction
0 shares
Total Kennedy-Wilson Common Stock held by Meyers following transaction
RSU treatment
Cash based on $10.90 per share
Each RSU vested, canceled, and paid in cash plus dividend equivalents
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, 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..."
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.
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.
restricted stock unit ("RSU") financial
"At the Effective Time, each outstanding restricted stock unit ("RSU") vested and was canceled..."
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Kennedy-Wilson (KW) director Jeffrey Meyers report in this Form 4?
Jeffrey Meyers reported a disposition of 26,100 shares of Kennedy-Wilson Common Stock to the issuer. After this merger-related transaction, his reported holdings in the company’s Common Stock were reduced to zero shares.
How were Kennedy-Wilson (KW) restricted stock units treated in the merger?
At the merger’s effective time, each outstanding restricted stock unit vested and was canceled. Holders became entitled to a lump-sum cash payment equal to the number of underlying shares times the $10.90 merger consideration, plus accrued and unpaid dividend equivalents.
What happened to Kennedy-Wilson (KW) after the merger with Kona Bidco, LLC?
Kona Merger Subsidiary, Inc. merged with and into Kennedy-Wilson, with Kennedy-Wilson continuing as the surviving company. Following the transaction, it became a wholly owned subsidiary of Kona Bidco, LLC as described in the Agreement and Plan of Merger.