Kennedy-Wilson (KW) CEO reports 55,501 shares withheld for taxes on vesting

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. chairman and CEO William J. McMorrow reported a tax-related share disposition. On February 16, 2026, 55,501 shares of common stock were withheld by the company at $9.89 per share to satisfy tax withholding on vesting of time-based restricted stock awards, and the footnote states that no shares were sold by the reporting person. Following this, he directly owned 3,698,147 shares of common stock. 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.

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)
02/16/2026

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		55,501(1)	D	$9.89	3,698,147	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. 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	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).
** 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.
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FAQ

What insider transaction did KW chairman William J. McMorrow report on February 16, 2026?

William J. McMorrow reported a tax-withholding disposition where 55,501 KW common shares were withheld by the company at $9.89 per share. The shares covered tax obligations from vesting restricted stock awards, and the footnote specifies that no shares were sold by him.

Did William J. McMorrow actually sell Kennedy-Wilson (KW) shares in this Form 4 filing?

No, the Form 4 states that no shares were sold by William J. McMorrow. Instead, 55,501 shares were withheld by Kennedy-Wilson to satisfy tax withholding requirements tied to vesting time-based restricted stock awards, a common non-market transaction.

How many Kennedy-Wilson (KW) shares does William J. McMorrow own directly after this transaction?

After the tax-withholding disposition, William J. McMorrow directly owns 3,698,147 KW common shares. This figure reflects his direct holdings following the company’s withholding of 55,501 shares to cover tax obligations from restricted stock vesting.

What indirect Kennedy-Wilson (KW) shareholdings related to William J. McMorrow are disclosed?

The filing shows 8,074,517 KW 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. These positions are reported as indirect ownership interests associated with him.

What does transaction code F mean in the KW Form 4 for William J. McMorrow?

Transaction code F indicates payment of a tax liability or exercise price by delivering securities. In this case, 55,501 KW shares were withheld by the issuer to satisfy tax withholding on vesting restricted stock, rather than being sold in the open market.

Why were 55,501 Kennedy-Wilson (KW) shares withheld in this insider filing?

The 55,501 KW shares were withheld to meet applicable tax withholding requirements from vesting time-based restricted stock awards. According to the footnote, this was an administrative tax-related transaction and did not involve any sale of shares by William J. McMorrow.