Director Sanaz Zaimi exits Kennedy-Wilson (KW) stake as merger pays $10.90 per share

Rhea-AI Filing Summary

Kennedy-Wilson Holdings director Sanaz Zaimi disposed of 98,095 shares of common stock to the company in connection with a merger. The transaction is coded as a disposition to the issuer and left her with 0 shares of common stock reported after the transaction.

Under the merger agreement, each outstanding share of common stock was automatically converted into the right to receive cash of $10.90 per share at the effective time of the merger. Outstanding restricted stock units also vested and were canceled in exchange for a lump-sum cash payment based on the same $10.90 per-share merger consideration plus any accrued and unpaid dividend equivalents.

Insights

M&A and governance analyst

Director’s shares are cashed out as part of a completed merger at a fixed cash price.

This Form 4 shows director Sanaz Zaimi disposing of 98,095 shares of Kennedy-Wilson Holdings common stock to the issuer, leaving no shares reported afterward. The disposition occurs at the merger effective time rather than through an open-market sale.

The footnotes explain that each common share was converted into the right to receive $10.90 in cash under an Agreement and Plan of Merger. All restricted stock units vested, were canceled, and are payable in cash based on the same merger consideration plus dividend equivalents, reinforcing that equity is being fully cashed out.

This is a merger-driven liquidity event, not a discretionary trade, so it carries little signal about the director’s view of future performance. It primarily confirms the cash-out terms for equity holders and that the company became a wholly owned subsidiary of the acquiring parent at the effective time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Zaimi Sanaz

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	98,095	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

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"). 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: 98,095 shares Per-share merger consideration: $10.90 per share Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 98,095 shares Disposition to issuer at merger effective time

Per-share merger consideration $10.90 per share Cash paid for each outstanding common share

Shares after transaction 0 shares Total common shares reported following disposition

RSU cash payout basis $10.90 per share Used to calculate lump-sum cash for vested RSUs

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), dividend equivalents

4 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

"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.

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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

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^*

Zaimi Sanaz

(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
	Officer (give title below)		Other (specify below)

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		D		98,095	D	(1)(2)(3)	0	D

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. 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").

3. 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.

	/s/ Sanaz Zaimi	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)

FAQ

What did Kennedy-Wilson (KW) director Sanaz Zaimi report in this Form 4?

The Form 4 reports Sanaz Zaimi disposed of 98,095 shares of Kennedy-Wilson common stock to the issuer. The disposition occurred at the merger effective time, leaving her with zero reported common shares following the transaction.

What cash amount per share did Kennedy-Wilson (KW) shareholders receive in the merger?

Each outstanding Kennedy-Wilson common share was converted into the right to receive $10.90 in cash per share. This merger consideration is paid without interest and is subject to any applicable withholding taxes required by law at the effective time.

How were Kennedy-Wilson (KW) restricted stock units treated in the merger?

At the effective time, each outstanding restricted stock unit vested and was canceled. Holders became entitled to a lump-sum cash payment equal to shares underlying the RSU times the $10.90 merger consideration, plus any accrued and unpaid dividend equivalents on those units.

Did Sanaz Zaimi retain any Kennedy-Wilson (KW) common stock after this transaction?

No. After disposing of 98,095 shares to the issuer in connection with the merger, the Form 4 shows total shares of Kennedy-Wilson common stock following the transaction as 0.0000, indicating no remaining reported common stock position.

What corporate transaction triggered the Kennedy-Wilson (KW) insider disposition?

The disposition was triggered by a merger under an Agreement and Plan of Merger among Kennedy-Wilson, Kona Bidco, LLC, and a merger subsidiary. The merger made Kennedy-Wilson a wholly owned subsidiary of Kona Bidco at the effective time.