Kennedy-Wilson (KW) EVP reports share dispositions and awards in $10.90-per-share cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kennedy-Wilson Holdings, Inc. EVP Regina Wambold reported transactions tied to the closing of a merger in which the company became a wholly owned subsidiary of Kona Bidco, LLC. At the merger’s effective time, each share of common stock was converted into the right to receive $10.90 in cash per share, subject to withholding taxes.
In connection with this transaction, 44,163 shares of common stock held indirectly through The Finnegan Family Trust and 266,800 shares held directly were reported as dispositions to the issuer. On the same date, 142,791 shares of common stock were reported as acquired as a grant or award, with 266,800 shares owned directly after these transactions.
The filing also notes that, at the effective time, all outstanding restricted stock units and performance stock units vested, were canceled, and became payable in cash based on the $10.90 merger consideration and accrued dividend equivalents.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Finnegan Regina Wambold
Role
EVP, Risk Management and HR
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 142,791 | $0.00 | -- |
| Disposition | Common Stock | 266,800 | $0.00 | -- |
| Disposition | Common Stock | 44,163 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 266,800 shares (Direct);
Common Stock — 0 shares (Indirect, By The Finnegan Family Trust)
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 consideration per share: $10.90 per share
Indirect shares disposed: 44,163 shares
Direct shares disposed: 266,800 shares
+2 more
5 metrics
Merger consideration per share
$10.90 per share
Cash payable for each outstanding common share at effective time
Indirect shares disposed
44,163 shares
Common stock held by The Finnegan Family Trust, disposition to issuer
Direct shares disposed
266,800 shares
Common stock held directly, disposition to issuer
Shares granted/awarded
142,791 shares
Common stock acquired as a grant or award
Direct holdings after transactions
266,800 shares
Total common shares owned directly following reported transactions
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), performance stock unit ("PSU"), +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 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..."
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..."
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
