Kennedy-Wilson (KW) president has shares withheld to cover tax on stock vesting

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. President Matthew Windisch reported a Form 4 showing that 36,275 shares of common stock were withheld on February 16, 2026 to cover tax obligations tied to the vesting of time-based restricted stock awards. According to the disclosure, these shares were retained by the company to satisfy applicable tax withholding requirements, and no shares were sold by Windisch in the market. After this tax-withholding transaction, he beneficially owned 1,579,274 shares of Kennedy-Wilson common stock directly.

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

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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^*

WINDISCH MATTHEW

(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

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		36,275(1)	D	$9.89	1,579,274	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/ Matthew Windisch	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).
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FAQ

What insider transaction did KW President Matthew Windisch report?

Kennedy-Wilson (KW) President Matthew Windisch reported a Form 4 showing 36,275 common shares were withheld to cover taxes on vesting restricted stock. The company retained these shares to satisfy withholding requirements, and no open-market sale by Windisch occurred.

Were any Kennedy-Wilson (KW) shares sold by Matthew Windisch in this Form 4?

No shares were sold by Matthew Windisch. The Form 4 explains that 36,275 shares were held back by Kennedy-Wilson to satisfy tax withholding on time-based restricted stock vesting, rather than being sold in the open market.

How many KW shares were used for tax withholding in the disclosed transaction?

The Form 4 reports that 36,275 shares of Kennedy-Wilson common stock were used to satisfy applicable tax withholding obligations. These shares came from vested time-based restricted stock awards and were retained by the company instead of being sold by the executive.

How many Kennedy-Wilson (KW) shares does Matthew Windisch own after this transaction?

After the tax-withholding transaction, Matthew Windisch beneficially owned 1,579,274 shares of Kennedy-Wilson common stock directly. This figure reflects his holdings following the retention of 36,275 shares by the company for tax obligations.

What does transaction code F mean in the KW Form 4 filing?

Transaction code F indicates a disposition of shares to pay an exercise price or tax liability. In this Kennedy-Wilson filing, 36,275 shares were withheld by the company to cover tax on restricted stock vesting, with no market sale by the executive.

Is the KW Form 4 transaction a routine tax-withholding event?

Yes. The filing describes a routine tax-withholding disposition related to vesting time-based restricted stock awards. Kennedy-Wilson retained 36,275 shares to meet tax requirements, and the footnote clarifies no shares were sold by Matthew Windisch.