Kennedy-Wilson (KW) director has 255 shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. director Sanaz Zaimi had 255 shares of common stock withheld at $9.86 per share on January 29, 2026 to satisfy tax withholding on vesting of time-based restricted stock awards. No shares were sold, and she directly beneficially owned 98,445 shares afterward.

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^*

Zaimi Sanaz

(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
	Officer (give title below)		Other (specify below)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		F		255(1)	D	$9.86	98,445	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. 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:

	Sanaz Zaimi	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.

FAQ

What did KW director Sanaz Zaimi report in this Form 4 transaction?

Sanaz Zaimi reported that 255 KW common shares were withheld on January 29, 2026 at $9.86 per share. The shares were used to satisfy tax withholding on vested time-based restricted stock awards and were not an open-market sale.

Were any Kennedy-Wilson (KW) shares actually sold in this Form 4?

No shares were sold in this Form 4. 255 shares were withheld by the registrant solely to cover applicable tax withholding requirements upon the vesting of time-based restricted stock awards, according to the footnote explanation provided.

How many Kennedy-Wilson (KW) shares does Sanaz Zaimi own after this transaction?

After the reported transaction, Sanaz Zaimi beneficially owned 98,445 KW common shares directly. This figure reflects her holdings following the tax withholding of 255 shares related to the vesting of restricted stock awards on January 29, 2026.

What is the transaction code F in the KW Form 4 for Sanaz Zaimi?

Transaction code F indicates shares were used to pay taxes on equity awards. In this case, 255 common shares of Kennedy-Wilson were withheld at $9.86 per share to satisfy tax obligations on vesting restricted stock, rather than being sold in the market.

What role does Sanaz Zaimi hold at Kennedy-Wilson (KW) in this filing?

In this filing, Sanaz Zaimi is identified as a director of Kennedy-Wilson Holdings, Inc. She is not listed as an officer or 10% owner, and the Form 4 is filed as a single reporting person transaction.