[Form 4] Kennedy-Wilson Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. President Matthew Windisch reported restructuring and disposing of his common stock holdings in connection with a merger. He first contributed 565,748 shares of common stock to Kona Bidco, LLC (Parent) in exchange for Parent equity under a Rollover Agreement. He then disposed of 1,172,816 shares back to the issuer, leaving him with zero shares of Kennedy-Wilson common stock directly owned after the transactions.

These actions occurred at the closing of a merger in which Kona Merger Subsidiary, Inc. merged into Kennedy-Wilson, making the company a wholly owned subsidiary of Parent. At the merger’s effective time, each remaining outstanding share of common stock was automatically converted into the right to receive $10.90 per share in cash, and each outstanding restricted stock unit was canceled, with the reporting person entitled to any accrued dividend equivalents.

Insights

Corporate actions analyst

Form 4 shows merger-related rollover and cash-out, not open-market trading.

The transactions reflect a completed merger where Kennedy-Wilson became a wholly owned subsidiary of Kona Bidco, LLC. Windisch contributed 565,748 shares to Parent for equity interests and disposed of 1,172,816 shares to the issuer, ending with no remaining common stock.

At the merger’s effective time, each outstanding share converted into the right to receive $10.90 in cash, and all RSUs were canceled in exchange for dividend-equivalent amounts. These steps are typical for a take-private transaction and look administrative rather than discretionary buying or selling in the open market.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider WINDISCH MATTHEW

Role President

Type	Security	Shares	Price	Value
Other	Common Stock	565,748	$0.00	--
Disposition	Common Stock	1,172,816	$0.00	--

Holdings After Transaction: Common Stock — 1,172,816 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"). Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026. 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") was canceled with the Reporting Person entitled to receive any amounts payable in respect of accrued dividend equivalents thereon.

Key Figures

Shares disposed to issuer: 1,172,816 shares Shares contributed to Parent: 565,748 shares Merger cash consideration: $10.90 per share +1 more

4 metrics

Shares disposed to issuer 1,172,816 shares Common stock disposition to issuer on merger date

Shares contributed to Parent 565,748 shares Common stock contributed to Kona Bidco, LLC under Rollover Agreement

Merger cash consideration $10.90 per share Cash paid for each outstanding common share at Effective Time

Post-transaction common stock holdings 0 shares Direct Kennedy-Wilson common stock held after reported transactions

Key Terms

Agreement and Plan of Merger, Merger Agreement, Rollover Agreement, Effective Time, +2 more

6 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 Agreement regulatory

"...as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary..."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Rollover Agreement financial

"...in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026."

Effective Time regulatory

"...with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent 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.

Merger Consideration financial

"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... (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") was canceled with the Reporting Person entitled to receive any amounts payable..."

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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^*

WINDISCH MATTHEW

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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		J		565,748	D	(1)(2)	1,172,816	D
Common Stock	06/16/2026		D		1,172,816	D	(1)(3)(4)	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. Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026.

3. 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").

4. At the Effective Time, each outstanding restricted stock unit ("RSU") was canceled with the Reporting Person entitled to receive any amounts payable in respect of accrued dividend equivalents thereon.

	/s/ Matthew Windisch	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) President Matthew Windisch report in this Form 4?

He reported merger-related transactions that eliminated his direct Kennedy-Wilson shareholdings. Windisch contributed 565,748 shares to Kona Bidco, LLC for equity interests, then disposed of 1,172,816 shares to the issuer as part of the company’s take-private merger structure.

How many Kennedy-Wilson (KW) shares did Matthew Windisch dispose of to the issuer?

He disposed of 1,172,816 shares of Kennedy-Wilson common stock back to the issuer. This disposition occurred in connection with the merger transaction, after which he no longer directly owned any Kennedy-Wilson common shares according to the Form 4 disclosure.

How many Kennedy-Wilson (KW) shares did Matthew Windisch roll into the new parent company?

He contributed 565,748 shares of Kennedy-Wilson common stock to Kona Bidco, LLC. In return, he received limited liability company units or other Parent securities under a Rollover Agreement tied to the merger, exchanging public shares for private parent-level interests.

What cash consideration did Kennedy-Wilson (KW) shareholders receive in the merger?

At the merger’s effective time, each outstanding Kennedy-Wilson common share converted into the right to receive $10.90 per share in cash. This payment was without interest and subject to any required tax withholding, representing the agreed merger consideration for shareholders.

What happened to Matthew Windisch’s restricted stock units (RSUs) in the Kennedy-Wilson (KW) merger?

Each outstanding RSU was canceled at the merger’s effective time. Instead of shares, the reporting person became entitled to receive any amounts payable related to accrued dividend equivalents on those RSUs, aligning RSU treatment with the cash-based merger structure.

Did Matthew Windisch retain any Kennedy-Wilson (KW) common stock after these transactions?

No. After the reported transactions, his direct holdings of Kennedy-Wilson common stock were zero. Shares were either contributed to the new parent company or disposed to the issuer in connection with the merger and resulting cash-out at $10.90 per share.