Kennedy-Wilson (NYSE: KW) merger cashes out shares at $10.90 and redeems preferred

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. completed a merger in which Kona Merger Subsidiary, Inc. merged into the company, leaving it as a wholly owned subsidiary of Kona Bidco, LLC at the Effective Time. Director Todd L. Boehly reported related equity conversions and redemptions.

Each outstanding share of common stock was automatically converted into the right to receive $10.90 per share in cash, without interest and subject to withholding taxes. All outstanding RSUs vested and were canceled, with holders entitled to lump-sum cash based on the number of underlying shares at the same cash per-share amount plus accrued dividend equivalents.

Immediately before the Effective Time, the issuer redeemed 300,000 shares of Series A Preferred Stock for cash equal to their liquidation preference plus accrued and unpaid dividends. This consisted of 260,000 shares held by Dust Bowl and 40,000 shares held by Security Benefit Life. Boehly’s reported common stock position of 80,100 shares and his indirect Series A Preferred holdings both went to zero following these merger-related transactions.

Insights

M&A and equity structure analyst

Merger cashes out all Kennedy-Wilson equity, including Boehly’s reported holdings.

The merger makes Kennedy-Wilson a wholly owned subsidiary of Kona Bidco, LLC. All common shareholders receive $10.90 per share in cash, replacing their stock with a fixed cash payout at closing.

Equity awards and preferred stock are also settled in cash. RSUs vest, are canceled, and pay cash based on the same per-share merger price plus dividend equivalents. The company redeems 300,000 shares of Series A Preferred Stock at liquidation preference plus accrued dividends, eliminating that class.

For director Todd L. Boehly, 80,100 common shares are disposed of to the issuer, and indirect holdings of Series A Preferred Stock are redeemed, leaving zero reported post-transaction holdings. This filing reflects a full equity cash-out driven by the merger terms rather than open-market trading.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Boehly Todd L

Role null

Type	Security	Shares	Price	Value
Other	Series A Preferred Stock	300,000	$0.00	--
Disposition	Common Stock	80,100	$0.00	--

Holdings After Transaction: Series A Preferred Stock — 0 shares (Indirect, See Footnote); 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. Immediately prior to the Effective Time, the Issuer redeemed the Series A Preferred Stock reported herein. The redemption price for each share is a cash amount equal to the liquidation preference plus accrued and unpaid dividends on such shares calculated as set forth in the Certificate of Designations. Consists of 260,000 shares of Series A Preferred Stock held by Dust Bowl and 40,000 shares of Series A Preferred Stock held by Security Benefit Life.

Key Figures

Merger consideration per common share: $10.90 per share Common shares disposed by Boehly: 80,100 shares Series A Preferred redeemed: 300,000 shares +3 more

6 metrics

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

Common shares disposed by Boehly 80,100 shares Common Stock returned to issuer in merger-related disposition

Series A Preferred redeemed 300,000 shares Redeemed immediately prior to Effective Time for cash

Underlying common for preferred 12,158,280 shares Underlying Common Stock associated with reported Series A Preferred position

Dust Bowl Series A Preferred 260,000 shares Part of the 300,000 Series A Preferred Stock redeemed

Security Benefit Life Series A Preferred 40,000 shares Part of the 300,000 Series A Preferred Stock redeemed

Key Terms

Agreement and Plan of Merger, Merger Consideration, Series A Preferred Stock, restricted stock unit ("RSU"), +1 more

5 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, 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 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.

Series A Preferred Stock financial

"Immediately prior to the Effective Time, the Issuer redeemed the Series A Preferred Stock reported herein."

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

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..."

Certificate of Designations financial

"dividends on such shares calculated as set forth in the Certificate of Designations."

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

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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^*

Boehly Todd L

(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		80,100	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
Series A Preferred Stock	(4)	06/17/2026		J			300,000	(4)	(4)	Common Stock	12,158,280	(4)	0	I	See Footnote(5)

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.

4. Immediately prior to the Effective Time, the Issuer redeemed the Series A Preferred Stock reported herein. The redemption price for each share is a cash amount equal to the liquidation preference plus accrued and unpaid dividends on such shares calculated as set forth in the Certificate of Designations.

5. Consists of 260,000 shares of Series A Preferred Stock held by Dust Bowl and 40,000 shares of Series A Preferred Stock held by Security Benefit Life.

	/s/ Todd Lawrence Boehly	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 the Kennedy-Wilson (KW) merger pay common shareholders?

Common shareholders receive cash of $10.90 per share. Each outstanding share of common stock was automatically converted into the right to receive this amount, without interest and subject to applicable withholding taxes, when the merger became effective.

How were RSUs treated in the Kennedy-Wilson (KW) merger?

Each outstanding RSU vested and was canceled, with holders receiving a lump-sum cash payment. The payment equals the number of underlying shares multiplied by the $10.90 merger consideration, plus any accrued and unpaid dividend equivalents associated with those RSUs.

What happened to Kennedy-Wilson (KW) Series A Preferred Stock in this transaction?

Immediately before the Effective Time, the issuer redeemed 300,000 Series A Preferred shares. Each share was redeemed for cash equal to its liquidation preference plus accrued and unpaid dividends, calculated under the applicable Certificate of Designations.

How many Kennedy-Wilson (KW) Series A Preferred shares were held by Dust Bowl and Security Benefit Life?

The reported 300,000 redeemed Series A Preferred shares consisted of 260,000 shares held by Dust Bowl and 40,000 shares held by Security Benefit Life, as detailed in the Form 4 footnotes for this merger-related transaction.

What equity position does Todd L. Boehly report after the Kennedy-Wilson (KW) merger?

After the merger-related transactions, Boehly reports zero shares of common stock and zero Series A Preferred Stock. His 80,100 common shares were disposed of to the issuer, and his indirect preferred holdings were redeemed for cash in connection with the merger.

Who controls Kennedy-Wilson (KW) after the merger described in this Form 4?

After the merger, Kennedy-Wilson continues as the surviving company and becomes a wholly owned subsidiary of Kona Bidco, LLC. Kona Merger Subsidiary, Inc. merged into the company under the Agreement and Plan of Merger terms.