Tax withholding trims Kennedy-Wilson (KW) president’s share balance

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. reported a Form 4 for Michael John Pegler, President KW Europe, showing a tax-related share withholding rather than an open-market sale. On this transaction, 9,022 shares of common stock at $9.89 per share were withheld to satisfy tax obligations on vesting restricted stock awards.

After this tax-withholding disposition by the registrant, Pegler’s directly held common stock position was 164,187 shares. The footnote clarifies that no shares were sold by the reporting person; the shares were used solely to cover applicable tax withholding requirements.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pegler Michael John

Role President KW Europe

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	9,022	$9.89	$89K

Holdings After Transaction: Common Stock — 164,187 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

Pegler Michael John

(Last) (First) (Middle)

C/O 151 S EL CAMINO DRIVE

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kennedy-Wilson Holdings, Inc. [ KW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President KW Europe

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/16/2026		F		9,022(1)	D	$9.89	164,187	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

Explanation of Responses:

1. Shares held by Registrant to satisfy applicable tax withholding requirements on vesting of time-based vesting restricted stock awards. No shares were sold by the reporting person.

Remarks:

	/s/ Michael Pegler	02/18/2026
	** 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.

FAQ

What insider transaction did Kennedy-Wilson (KW) report for Michael John Pegler?

Kennedy-Wilson reported a Form 4 for Michael John Pegler showing 9,022 common shares used to cover tax withholding on vesting restricted stock awards. The filing states these shares were held by the registrant for taxes and that no shares were sold by the reporting person.

Did Michael John Pegler sell Kennedy-Wilson (KW) shares in this Form 4 filing?

The filing states no shares were sold by Michael John Pegler. Instead, 9,022 common shares were held by the registrant to satisfy applicable tax withholding requirements related to vesting time-based restricted stock awards, resulting in a reduction of his directly held share balance.

How many Kennedy-Wilson (KW) shares does Michael John Pegler hold after the tax withholding?

After the tax-withholding disposition, Michael John Pegler directly holds 164,187 shares of Kennedy-Wilson common stock. This figure reflects the impact of 9,022 shares being used by the registrant to satisfy tax obligations tied to the vesting of restricted stock awards.

What price per share was used for the Kennedy-Wilson (KW) tax-withholding disposition?

The tax-withholding disposition used a price of $9.89 per share for 9,022 common shares. This valuation is recorded in the Form 4 to reflect how many shares were necessary for the registrant to satisfy Pegler’s applicable tax withholding on his vesting restricted stock awards.

What does transaction code F mean in the Kennedy-Wilson (KW) Form 4 for Michael John Pegler?

Transaction code F represents payment of an exercise price or tax liability by delivering securities. In this case, 9,022 Kennedy-Wilson common shares were withheld by the registrant to cover Pegler’s tax obligations upon vesting of time-based restricted stock awards, with no open-market sale reported.