Kennedy-Wilson merger cashes out insider holdings

Kennedy-Wilson Holdings, Inc. completed a merger in which each share of Common Stock was converted into the right to receive $10.90 in cash, without interest and subject to withholding taxes.

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. completed a merger in which each share of Common Stock was converted into the right to receive $10.90 in cash, without interest and subject to withholding taxes. At the merger’s effective time, President KW Europe Michael John Pegler received an award of 193,160 shares of Common Stock and then disposed of 397,281 shares to the issuer, leaving him with zero shares reported after the transactions. All outstanding RSUs and PSUs held by insiders vested, were canceled, and were exchanged for lump-sum cash payments based on the same $10.90-per-share merger consideration plus any accrued and unpaid dividend equivalents.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pegler Michael John

Role President KW Europe

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	193,160	$0.00	$0.00
Disposition	Common Stock	397,281	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. In 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").
2. F2. At 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").
3. F3. At 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.
4. F4. At the Effective Time, each outstanding performance stock unit ("PSU") 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 PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon.

Key Figures

Merger cash consideration per share: $10.90 per share Awarded shares to Pegler: 193,160 shares Shares disposed to issuer: 397,281 shares +1 more

4 metrics

Merger cash consideration per share $10.90 per share Cash paid for each outstanding Common Stock share at the Effective Time

Awarded shares to Pegler 193,160 shares Grant/award acquisition of Common Stock at the Effective Time

Shares disposed to issuer 397,281 shares Disposition of Common Stock to issuer at the Effective Time

Shares held after transactions 0 shares Total Common Stock holdings reported for Pegler following disposition

Key Terms

Agreement and Plan of Merger, Effective Time, Merger Consideration, restricted stock unit ("RSU"), +1 more

5 terms

Agreement and Plan of Merger regulatory

"In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Effective Time regulatory

"Merger Sub merged with and into the Issuer ... upon consummation of the merger (the "Effective Time")."

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Merger Consideration financial

"amount in cash equal to $10.90 per share ... required by law (the "Merger Consideration")."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock unit ("RSU") financial

"each outstanding restricted stock unit ("RSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment"

performance stock unit ("PSU") financial

"each outstanding performance stock unit ("PSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did KW executive Michael John Pegler report?

Michael John Pegler reported an award of 193,160 shares of Kennedy-Wilson Holdings Common Stock and a disposition of 397,281 shares to the issuer, both on the merger effective date, resulting in zero shares reported as owned afterward.

What cash amount did KW shareholders receive in the merger?

Each outstanding share of Kennedy-Wilson Holdings Common Stock was converted into the right to receive $10.90 in cash per share, without interest and subject to any applicable withholding taxes required by law, as specified in the merger terms.

How were KW restricted stock units (RSUs) treated in the merger?

At the effective time, each outstanding Kennedy-Wilson Holdings RSU vested and was canceled. Holders became entitled to a lump-sum cash payment equal to shares underlying the RSU times $10.90, plus any accrued and unpaid dividend equivalents.

How were KW performance stock units (PSUs) treated in the merger?

Each outstanding Kennedy-Wilson Holdings PSU vested at target performance, was canceled, and entitled the holder to a lump-sum cash payment equal to target PSUs times $10.90, plus any amounts for accrued and unpaid dividend equivalents on those units.

Did Michael John Pegler hold any KW shares after the merger transactions?

Following the reported transactions linked to the merger, Michael John Pegler’s Form 4 shows total shares of Kennedy-Wilson Holdings Common Stock following disposition as zero, indicating no reported remaining Common Stock holdings after completion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 04:07 PM Learn about SEC filing dates

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

X

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 DR

(Street)

BEVERLY HILLS CALIFORNIA 90212

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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

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

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

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	06/16/2026		A		193,160	A	(1)(4)	397,281	D
Common Stock	06/16/2026		D		397,281	D	(1)(2)(3)(4)	0	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. In 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").

2. At 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").

3. At 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.

4. At the Effective Time, each outstanding performance stock unit ("PSU") 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 PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon.

	/s/ Michael Pegler	06/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)