Merger cash-out: Kennedy-Wilson (KW) director surrenders 108,465 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Kennedy-Wilson Holdings, Inc. director Trevor Bowen reported a disposition of 108,465 shares of Common Stock back to the issuer. This occurred in connection with the closing of a merger in which Kona Merger Subsidiary, Inc. merged into Kennedy-Wilson, making it a wholly owned subsidiary of Kona Bidco, LLC.
At the merger’s effective time, each outstanding share of Common Stock was automatically converted into the right to receive $10.90 in cash per share, subject to applicable withholding taxes. All of Bowen’s reported shares were disposed in this issuer transaction, leaving him with 0 shares of Kennedy-Wilson Common Stock following the transaction.
The footnotes also state that, at the effective time, each outstanding restricted stock unit vested, was canceled, and entitled the holder to a lump-sum cash payment based on the $10.90 per-share merger consideration plus any accrued and unpaid dividend equivalents.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Bowen Trevor
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 108,465 | $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: 108,465 shares
Merger consideration per share: $10.90 per share
Shares owned after transaction: 0 shares
3 metrics
Shares disposed
108,465 shares
Common Stock disposition to issuer at merger effective time
Merger consideration per share
$10.90 per share
Cash amount for each outstanding Common share at Effective Time
Shares owned after transaction
0 shares
Total Common Stock held by Trevor Bowen following disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, restricted stock unit ("RSU")
4 terms
Agreement and Plan of Merger financial
"In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 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.
Effective Time financial
"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
"each outstanding restricted stock unit ("RSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment..."
FAQ
What insider transaction did Trevor Bowen report for Kennedy-Wilson (KW)?
Trevor Bowen reported disposing of 108,465 shares of Kennedy-Wilson Common Stock in a transaction with the issuer. The disposition occurred at the merger’s effective time, when all outstanding shares were converted into a cash right under the merger terms.
Was Trevor Bowen’s transaction in Kennedy-Wilson (KW) an open-market sale?
No. The transaction is coded as a disposition to issuer, not an open-market sale. Shares were surrendered to the company as part of the merger, with each share converted into the right to receive cash consideration of $10.90 per share.
How were Kennedy-Wilson (KW) restricted stock units treated in the merger?
At the effective time, each outstanding restricted stock unit (RSU) vested and was canceled. Holders became entitled to a lump-sum cash payment based on the number of underlying shares times the $10.90 merger consideration, plus any accrued dividend equivalents.
What corporate change triggered this Form 4 for Kennedy-Wilson (KW)?
The Form 4 stems from a merger where Kona Merger Subsidiary merged into Kennedy-Wilson under a Merger Agreement. Kennedy-Wilson became a wholly owned subsidiary of Kona Bidco, LLC, and all outstanding Common shares converted into the $10.90 cash right.