Kennedy-Wilson (NYSE: KW) director cashes out 547,400 shares at $10.90 in merger

Rhea-AI Filing Summary

Kennedy-Wilson Holdings director Stanley R. Zax reported a full disposition of common stock in connection with the company’s merger. The Form 4 shows 547,400 shares of common stock were disposed of to the issuer, leaving no reported direct holdings after the transaction.

Footnotes explain that 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. Outstanding restricted stock units also vested and were canceled in exchange for a cash payment based on the same $10.90 merger consideration plus any related dividend equivalents.

Insights

Equity compensation and M&A specialist

Director’s entire equity stake was cashed out as part of a go‑private merger.

The filing shows director Stanley R. Zax disposed of 547,400 shares of Kennedy-Wilson Holdings common stock to the issuer as part of a cash merger. Each share converted into the right to receive $10.90 in cash at the merger’s effective time.

This is a standard treatment in a private equity–style take‑private, where public shares and equity awards are canceled for cash. All reported common shares were eliminated, and outstanding RSUs vested and converted into cash based on the same $10.90 per‑share merger consideration, plus any dividend equivalents.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ZAX STANLEY R

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	547,400	$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: 547,400 shares Merger consideration: $10.90 per share Shares after transaction: 0 shares

3 metrics

Shares disposed 547,400 shares Common stock disposition to issuer at merger effective time

Merger consideration $10.90 per share Cash paid for each outstanding common share at effective time

Shares after transaction 0 shares Total direct common stock holdings following disposition

Key Terms

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

3 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, with the holder entitled to receive a lump-sum cash payment"

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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^*

ZAX STANLEY R

(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		547,400	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/ Stanley R. Zax	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 insider transaction did KW director Stanley R. Zax report on this Form 4?

Stanley R. Zax reported disposing of 547,400 shares of Kennedy-Wilson common stock to the issuer. The disposition occurred at the effective time of a merger, when all outstanding shares were converted into the right to receive a fixed per-share cash amount.

How many Kennedy-Wilson (KW) shares did Stanley R. Zax hold after the merger transaction?

After the merger-related disposition, the Form 4 reports that Stanley R. Zax held 0 shares of Kennedy-Wilson common stock directly. All 547,400 reported shares were canceled or transferred in exchange for cash consideration in connection with the merger transaction.

What cash consideration did KW shareholders receive per share in the merger?

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

How were Kennedy-Wilson (KW) restricted stock units treated at the merger effective time?

At the 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 $10.90, rounded down, plus any amounts due for accrued and unpaid dividend equivalents on those units.

What merger agreement underlies the insider transaction reported for Kennedy-Wilson (KW)?

The transaction stems from an Agreement and Plan of Merger among Kennedy-Wilson, Kona Bidco, LLC (Parent), and Kona Merger Subsidiary, Inc. At closing, the merger subsidiary combined with Kennedy-Wilson, which continued as a wholly owned subsidiary of the parent entity.

Did the Form 4 for Kennedy-Wilson (KW) show any option or derivative positions remaining for the director?

The Form 4’s derivative section shows no remaining derivative positions for the reporting person. The disclosure focuses on the disposition of common stock and the cash-out treatment of restricted stock units, both tied to the $10.90 per-share merger consideration at the effective time.