Performance stock vests for Kennedy-Wilson (NYSE: KW) CEO

Rhea-AI Filing Summary

Kennedy-Wilson Holdings chairman and CEO William J. McMorrow reported the acquisition of common stock through equity awards. On February 25, 2026, he received grants of 53,898, 80,372, and 119,686 shares of common stock at a stated price of $0.00 per share, classified as grant or award acquisitions.

Footnotes explain these shares came from performance-based restricted stock that vested after the company met specified performance hurdles, with portions of the original awards withheld by the company to cover tax obligations. Following these transactions, his direct holdings rose to 3,952,103 common shares.

The filing also lists indirect holdings of 8,074,517 shares held by the William J. McMorrow Revocable Trust, 8,443 shares held by the John & Sons Retirement Trust, and 90,851 shares held by his wife, reflecting additional ownership reported on an indirect basis.

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^*

MCMORROW WILLIAM J

(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)

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

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		53,898(1)	A	$0	3,752,045	D
Common Stock	02/25/2026		A		80,372(2)	A	$0	3,832,417	D
Common Stock	02/25/2026		A		119,686(3)	A	$0	3,952,103	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)
				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 109,727 shares, of which 55,829 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 163,623 shares, of which 83,251 shares were withheld by the registrant to satisfy tax withholding obligations.

3. 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 243,661 shares, of which 123,975 shares were withheld by the registrant to satisfy tax withholding obligations.

Remarks:

	/s/ William J. McMorrow	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).
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FAQ

What does the latest Form 4 for KW show about William J. McMorrow?

The Form 4 shows Kennedy-Wilson CEO William J. McMorrow acquired additional common shares through equity awards. These awards stem from performance-based restricted stock that vested after the company met performance hurdles, increasing his reported direct and indirect ownership positions in the company.

How many Kennedy-Wilson (KW) shares did the CEO acquire in the reported grants?

The CEO reported three grant or award acquisitions of common stock: 53,898 shares, 80,372 shares, and 119,686 shares, each at a stated price of $0.00 per share. These represent vested performance-based restricted shares delivered to him under the company’s equity compensation plan.

What do the performance-based vesting footnotes in the KW Form 4 explain?

The footnotes explain McMorrow previously received performance-based restricted shares that vest only if certain performance hurdles are met. On February 25, 2026, those hurdles were satisfied, vesting specific totals, with a portion of each award withheld by the company to satisfy associated tax withholding obligations.

Did the Kennedy-Wilson (KW) Form 4 report any open-market stock sales by the CEO?

The filing reports grant or award acquisitions of common stock and tax withholding by the company, not open-market sales by the CEO. Transactions are coded as “A” for grant, award, or other acquisition, with shares delivered after performance-based restricted stock vested under the company’s equity plan.

How many KW shares does William J. McMorrow now hold directly after these awards?

After the reported grant or award acquisitions, McMorrow’s direct ownership increased to 3,952,103 shares of Kennedy-Wilson common stock. This figure reflects his directly held position only and is separate from additional indirect holdings reported through trusts and shares held by his wife.

What indirect Kennedy-Wilson (KW) shareholdings are reported for the CEO?

The filing lists 8,074,517 common shares held indirectly through the William J. McMorrow Revocable Trust, 8,443 shares held by the John & Sons Retirement Trust, and 90,851 shares held by his wife, indicating substantial additional ownership reported on an indirect basis beyond his direct holdings.