SEC Form 4 · accession 0001140361-26-025429

Kennedy-Wilson Holdings, Inc. · KW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William J McMorrow

Officer — Chairman and CEO · Director

Period of report

Jun 16, 2026

Accepted (ET)

Jun 16, 2026 · 4:07 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001408100

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Jun 16, 2026	J	932,151	—	D	2,619,801	D
Common Stock^F1,F4,F5	Jun 16, 2026	D	2,619,801	—	D	0	D
Common Stock^F1,F2	Jun 16, 2026	J	8,031,776	—	D	368,342	I	By William J. McMorrow Revocable Trust
Common Stock^F1,F4	Jun 16, 2026	D	368,342	—	D	0	I	By William J. McMorrow Revocable Trust
Common Stock^F1,F4	Jun 16, 2026	D	8,443	—	D	0	I	By John & Sons Retirement Trust
Common Stock^F1,F4	Jun 16, 2026	D	90,851	—	D	0	I	By wife

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1In 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").
F2Immediately 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.
F3The number of shares reported in column 5 has been adjusted to reflect the actual number of shares beneficially owned by the Reporting Person. This adjustment corrects an administrative error in the prior reports and does not reflect an unreported transaction.
F4At 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").
F5At 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.