Kennedy-Wilson (KW) holders get $10.90 cash as merger closes

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. completed a merger on June 16, 2026, in which each outstanding share of its common stock (other than specified excluded categories) was converted into the right to receive $10.90 in cash per share.

Reporting person William J. McMorrow and the William J. McMorrow Revocable Trust contributed certain “Rollover Shares” into the acquirer, Kona Bidco, LLC, in exchange for equity units of the parent. All other shares they beneficially owned were cashed out for the merger consideration, leaving them with 0 shares and 0% beneficial ownership of Kennedy-Wilson common stock, while retaining an indirect equity interest in the surviving company through units of the parent.

Insights

M&A and corporate actions analyst

Kennedy-Wilson is taken private at $10.90 per share, eliminating prior large holder’s direct stake.

The merger of Kennedy-Wilson Holdings, Inc. with a subsidiary of Kona Bidco, LLC is now complete. Each eligible common share was converted into a cash payment of $10.90 per share, ending public ownership of those shares.

William J. McMorrow and his revocable trust rolled some shares into equity of the acquiring parent and had their remaining shares cashed out. After closing, they report 0 shares and 0% beneficial ownership of the issuer’s common stock, while holding an indirect equity interest via parent units.

For existing shareholders, the key economic term is the $10.90 cash consideration per common share at the effective time of the merger. The filing also confirms that these reporting persons no longer exceed the five percent ownership threshold that originally triggered Schedule 13D reporting.

Key Figures

Merger Consideration: $10.90 per share McMorrow beneficial ownership: 0 shares Ownership percentage: 0% +1 more

4 metrics

Merger Consideration $10.90 per share Cash paid for each eligible common share at the effective time of the merger

McMorrow beneficial ownership 0 shares Aggregate amount beneficially owned after merger consummation

Ownership percentage 0% Percent of Kennedy-Wilson common stock class represented after merger

Date of merger completion June 16, 2026 Merger consummation date and date reporting persons ceased to own over 5%

Key Terms

Merger Consideration, Rollover Shares, Agreement and Plan of Merger, Schedule 13D, +1 more

5 terms

Merger Consideration financial

"was converted into the right to receive $10.90 per share in cash, without interest (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.

Rollover Shares financial

"all shares of Common Stock subject to the Rollover Agreement (the "Rollover Shares") held by McMorrow and the Trust were contributed"

Agreement and Plan of Merger regulatory

"the merger (the "Merger") contemplated by the 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.

Schedule 13D regulatory

"the "Existing Schedules 13D""

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial owners financial

"the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares"

Beneficial owners are the people or entities that actually enjoy the economic benefits and control of shares or other assets, even when legal title is held by someone else such as a broker, custodian or trustee. Investors pay attention because beneficial owners hold the real voting power, receive dividends and can influence strategy and takeover outcomes — like the driver of a car who uses and maintains it while the bank holds the title — so disclosure shows who truly controls and benefits.

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Available on EDGAR 06/16/2026 - 03:20 PM Accepted by SEC EDGAR 06/16/2026 - 03:20 PM Learn about SEC filing dates

FAQ

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

Shareholders received $10.90 in cash per share for each outstanding share of Kennedy-Wilson common stock, other than specified excluded shares. This fixed cash amount, called the Merger Consideration, was paid at the effective time of the merger.

How did the merger affect William J. McMorrow’s ownership in Kennedy-Wilson (KW)?

After the merger closed, William J. McMorrow and his revocable trust reported owning 0 shares and 0% of Kennedy-Wilson common stock. Their remaining economic exposure is through an indirect equity interest in the surviving corporation via units of the acquiring parent.

What are Rollover Shares in the Kennedy-Wilson (KW) merger?

Rollover Shares are Kennedy-Wilson common shares that McMorrow and his trust contributed to Kona Bidco, LLC or its designee immediately before closing. In exchange, they received limited liability company units or other equity securities of the parent or its affiliates instead of cash.

When was the Kennedy-Wilson (KW) merger with Kona Bidco, LLC completed?

The merger was consummated on June 16, 2026. At that effective time, each eligible share of Kennedy-Wilson common stock was converted into the right to receive $10.90 in cash, and the issuer continued as the surviving corporation in the combined structure.

Does William J. McMorrow still have any interest in Kennedy-Wilson after the merger?

McMorrow and his trust no longer beneficially own any Kennedy-Wilson common stock, reporting 0% ownership. However, they retain an indirect equity interest in the surviving corporation through their ownership of limited liability company units of the acquiring parent entity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

KENNEDY-WILSON HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

489398107

(CUSIP Number)

William J. McMorrow
151 S. El Camino Drive,
Beverly Hills, CA, 90212
(310) 887-6400

Gordon S. Moodie
Debevoise & Plimpton LLP, 66 Hudson Blvd E
New York, NY, 10001
(212) 909-6946

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 489398107

1

Name of reporting person

William J. McMorrow

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 489398107

1

Name of reporting person

William J. McMorrow Revocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: KENNEDY-WILSON HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 151 S. El Camino Drive, Beverly Hills, CALIFORNIA , 90212.
Item 1 Comment: This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") is being filed with the Securities and Exchange Commission (the "SEC") on behalf of William J. McMorrow ("McMorrow") and the William J. McMorrow Revocable Trust (the "Trust", and, together with McMorrow, the "Reporting Persons") relating to shares of common stock, par value $0.0001 per share ("Common Stock") of Kennedy-Wilson Holdings, Inc., a Delaware corporation (the "Company" or "Issuer"). This Amendment amends and supplements the Schedule 13D filed by McMorrow with the SEC on December 4, 2009, as amended by Amendment No. 1 to Schedule 13D filed by McMorrow with the SEC on January 21, 2011, as amended by Amendment No. 2 to Schedule 13D filed by McMorrow with the SEC on December 4, 2025, as amended by Amendment No. 3 to Schedule 13D filed by McMorrow with the SEC on February 17, 2026 and as amended by Amendment No. 4 to the Schedule 13D filed by McMorrow with the SEC on March 17, 2026 (as so amended, the "Existing Schedules 13D"). Capitalized terms used in this Amendment No. 5 but not otherwise defined herein shall have the meanings ascribed to them in the Existing Schedules 13D. Except as specifically amended hereby, items in the Existing Schedules 13D remain unmodified.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Existing Schedule 13D is hereby amended and supplemented to incorporated by reference the information set forth in Item 4 below.
Item 4.	Purpose of Transaction
	The disclosure in Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following: On June 16, 2026, the merger (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among Kennedy-Wilson Holdings, Inc., a Delaware corporation (the "Issuer"), Kona Bidco, LLC, a Delaware limited liability company ("Parent"), and Kona Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), was consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock") outstanding immediately prior to the Effective Time (other than Rollover Shares, Cancelled Shares and Dissenting Shares, each as defined in the Merger Agreement) was converted into the right to receive $10.90 per share in cash, without interest (the "Merger Consideration"). Pursuant to the rollover agreement (the "Rollover Agreement") entered into by McMorrow and the Trust with Parent, immediately prior to the Effective Time, all shares of Common Stock subject to the Rollover Agreement (the "Rollover Shares") held by McMorrow and the Trust were contributed to Parent (or its designee) in exchange for limited liability company units or other equity securities of Parent or its affiliates. All other shares of Common Stock beneficially owned by the Reporting Persons were converted into the right to receive the Merger Consideration at the Effective Time. Following the consummation of the Merger, the Reporting Persons no longer beneficially own any shares of Common Stock. Each of the Reporting Persons retains an indirect equity interest in the surviving corporation through its ownership of limited liability company units of Parent.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Existing Schedule 13D is hereby amended and restated in its entirety to read as follows: The responses of each of the Reporting Persons with respect to Rows 11, 12 and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock are incorporated by reference herein.
(b)	The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares of Common Stock as to which each of the Reporting Persons has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of are incorporated herein by reference.
(c)	Other than as described elsewhere in this Schedule 13D (including the information in Item 3 which is incorporated herein by reference), the Reporting Persons have effected no transactions in shares of Common Stock during the last sixty (60) days.
(d)	Not applicable.
(e)	On June 16, 2026, after the consummation of the Merger, the Reporting Persons ceased to be the beneficial owners of more than five percent of the shares of Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Existing Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Item 6 of this Schedule 13D is hereby amended and restated to incorporate by reference the Information set forth in Item 4 of this Amendment No. 5.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

William J. McMorrow

Signature:	/s/ William J. McMorrow
Name/Title:	William J. McMorrow
Date:	06/16/2026

William J. McMorrow Revocable Trust

Signature:	/s/ William J. McMorrow, Trustee
Name/Title:	William J. McMorrow, Trustee
Date:	06/16/2026