Performance shares vest for Kennedy-Wilson (KW) Europe president Pegler

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. reported that Michael John Pegler, President KW Europe, acquired common stock through the vesting of previously granted performance-based restricted shares on February 25, 2026. Two grants vested after the company met specified performance hurdles, with shares delivered net of tax withholding.

One award vested 28,793 shares, of which 13,532 shares were withheld to cover taxes, leaving 15,261 shares credited to Pegler. A second award vested 46,552 shares, with 21,879 shares withheld and 24,673 shares credited. Following these acquisitions, Pegler directly owned 204,121 shares of common stock.

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^*

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)
02/25/2026

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	02/25/2026		A		15,261(1)	A	$0	179,448	D
Common Stock	02/25/2026		A		24,673(2)	A	$0	204,121	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. The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 28,793 shares, of which 13,532 shares were withheld by the registrant to satisfy tax withholding obligations.

2. The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 46,552 shares, of which 21,879 shares were withheld by the registrant to satisfy tax withholding obligations.

Remarks:

	/s/ Michael Pegler	02/27/2026
	** 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 that Michael John Pegler acquired common stock through vesting of performance-based restricted shares. The awards vested after the company satisfied performance hurdles, and shares were delivered net of tax withholding to cover associated tax obligations.

How many Kennedy-Wilson (KW) shares vested for Michael John Pegler on February 25, 2026?

Two performance-based awards vested for Michael John Pegler totaling 28,793 and 46,552 shares. These shares became fully earned when Kennedy-Wilson met specified performance hurdles outlined in its equity plan, triggering delivery of stock subject to tax withholding.

How many Kennedy-Wilson (KW) shares were withheld for taxes from Pegler’s vesting?

From the first award, 13,532 shares were withheld for taxes, and from the second, 21,879 shares were withheld. These withholdings satisfied tax obligations, leaving the remaining vested shares credited to Pegler’s direct ownership account at no cash cost.

How many Kennedy-Wilson (KW) shares did Michael John Pegler receive net of tax withholding?

Pegler received 15,261 shares from one award and 24,673 shares from another, both at zero exercise price. These amounts represent the vested shares remaining after Kennedy-Wilson withheld portions of each grant to satisfy the related tax withholding obligations.

What is Michael John Pegler’s Kennedy-Wilson (KW) share ownership after the reported transactions?

After the reported vesting transactions, Michael John Pegler directly owned 204,121 shares of Kennedy-Wilson common stock. This figure reflects his holdings following the net share delivery from performance-based restricted stock awards, after required tax withholding.

What type of equity awards vested for Kennedy-Wilson (KW) executive Michael John Pegler?

The awards were performance-based restricted shares granted under an equity plan. They were structured to vest only if Kennedy-Wilson achieved certain performance hurdles, which were satisfied by February 25, 2026, causing the restricted stock to vest and settle in common shares.