SEC Form 4 · accession 0001140361-26-025434
Kennedy-Wilson Holdings, Inc. · KW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Windisch
Officer — President
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 StockF1,F2 | Jun 16, 2026 | J | 565,748 | — | D | 1,172,816 | D | |
| Common StockF1,F3,F4 | Jun 16, 2026 | D | 1,172,816 | — | D | 0 | D |
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.
- F3At 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").
- F4At 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.