Kennedy-Wilson CEO has 55,118 shares withheld for tax

Kennedy-Wilson Holdings, Inc. insider activity centers on tax withholding, not open-market sales.

Accepted by SEC EDGAR 01/30/2026 - 07:23 PM EST

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Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. insider activity centers on tax withholding, not open-market sales. On January 29, 2026, Chairman and CEO William J. McMorrow had 55,118 shares of common stock withheld at $9.86 per share to satisfy tax obligations on vesting restricted stock awards. The footnote states that no shares were sold by him. After this transaction, he directly holds 3,753,648 common shares and reports additional indirect holdings of 8,074,517 shares through the William J. McMorrow Revocable Trust, 8,443 shares through the John & Sons Retirement Trust, and 90,851 shares held by his wife.

Insider Trade Summary

Exercise Price or Tax Liability: 55,118 shares

Exercise Price or Tax Liability 1 txn

Insider MCMORROW WILLIAM J

Role CHAIRMAN AND CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	55,118	$9.86	$543K
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,753,648 shares (Direct); Common Stock — 8,074,517 shares (Indirect, By William J. McMorrow Revocable Trust); Common Stock — 8,443 shares (Indirect, By John & Sons Retirement Trust); Common Stock — 90,851 shares (Indirect, By wife)

Holdings Before and After: Common Stock, 3,808,766 to 3,753,648 shares (Direct)

Footnotes (1)

F1. 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.

FAQ

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What insider transaction did KW Chairman and CEO William J. McMorrow report?

William J. McMorrow reported a transaction where 55,118 shares of Kennedy-Wilson common stock were withheld at $9.86 per share. These shares satisfied tax withholding requirements related to vesting time-based restricted stock awards, and were not part of an open-market sale or discretionary trading activity.

Were any Kennedy-Wilson (KW) shares actually sold by William J. McMorrow?

No shares were sold by William J. McMorrow. The filing explains that 55,118 shares were held back by the company to cover tax withholding on vested restricted stock awards, meaning the shares did not go into the market but were used solely for tax obligations.

How many Kennedy-Wilson (KW) shares does McMorrow own directly after this Form 4?

Following the reported tax-withholding transaction, William J. McMorrow directly owns 3,753,648 shares of Kennedy-Wilson common stock. This figure reflects his direct holdings after 55,118 shares were withheld to satisfy taxes on the vesting of time-based restricted stock awards granted to him.

What indirect Kennedy-Wilson (KW) shareholdings are reported for William J. McMorrow?

McMorrow reports several indirect holdings: 8,074,517 Kennedy-Wilson shares through the William J. McMorrow Revocable Trust, 8,443 shares through the John & Sons Retirement Trust, and 90,851 shares held by his wife. These positions are classified as indirect ownership interests in the Form 4 filing.

What does transaction code F signify in this KW Form 4 filing?

In this filing, transaction code F corresponds to shares withheld to satisfy tax withholding requirements on vesting restricted stock awards. Specifically, 55,118 Kennedy-Wilson shares were retained by the company for taxes, and the footnote clarifies that no shares were sold by the reporting person.

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Form 4 Insider Transactions: What Each Field Means →

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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^*

MCMORROW WILLIAM J

(Last)

(First)

(Middle)

C/O 151 S. EL CAMINO DRIVE

(Street)

BEVERLY HILLS

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2026		F		55,118⁽¹⁾	D	$9.86	3,753,648	D
Common Stock								8,074,517	I	By William J. McMorrow Revocable Trust
Common Stock								8,443	I	By John & Sons Retirement Trust
Common Stock								90,851	I	By wife

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ William J. McMorrow	01/30/2026
	** 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.

Source: View Original Filing on SEC EDGAR