SEC Form 4 · accession 0001140361-26-025437
Kennedy-Wilson Holdings, Inc. · KW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd L Boehly
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 StockF1,F2,F3 | Jun 16, 2026 | D | 80,100 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF4,F5 | — | Jun 17, 2026 | J | 300,000 | D | — | — | Common Stock | 12,158,280 | 0 | I |
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").
- F2At 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").
- F3At 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.
- F4Immediately 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.
- F5Consists 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.