Executive at Kennedy-Wilson (KW) adds stock through performance award vesting

Rhea-AI Filing Summary

Lee In Ku reported acquisition or exercise transactions in this Form 4 filing.

Kennedy-Wilson Holdings EVP and General Counsel Lee In Ku reported the vesting of performance-based restricted stock awards that increased his direct ownership in the company’s common stock. On February 25, 2026, three tranches of previously granted performance-based restricted shares vested after the company met specified performance hurdles, with a portion of each grant withheld to cover tax obligations.

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^*

Lee In Ku

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

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		10,673(1)	A	$0	299,368	D
Common Stock	02/25/2026		A		21,385(2)	A	$0	320,753	D
Common Stock	02/25/2026		A		31,845(3)	A	$0	352,598	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. 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 21,350 shares, of which 10,677 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 42,777 shares, of which 21,392 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 63,702 shares, of which 31,857 shares were withheld by the registrant to satisfy tax withholding obligations.

Remarks:

	/s/In Ku Lee	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Kennedy-Wilson (KW) report for EVP and General Counsel Lee In Ku?

Kennedy-Wilson reported that EVP and General Counsel Lee In Ku acquired additional common shares through the vesting of performance-based restricted stock awards. These awards were previously granted and became vested only after the company satisfied specified performance hurdles on February 25, 2026.

Were Lee In Ku’s new Kennedy-Wilson (KW) shares bought on the open market?

No, the additional Kennedy-Wilson shares were not open-market purchases. They resulted from vesting of previously granted performance-based restricted stock awards under the company’s equity plan, triggered when the company met pre-set performance hurdles on February 25, 2026.

How were taxes handled on Lee In Ku’s vested Kennedy-Wilson (KW) restricted shares?

For each performance-based restricted stock vesting, a portion of the vested Kennedy-Wilson shares was withheld by the company to satisfy tax withholding obligations. The remaining shares after withholding were delivered to Lee In Ku as additional directly owned common stock.

What do the performance hurdles mean in Kennedy-Wilson (KW) executive share vesting?

The performance hurdles are pre-defined targets set under Kennedy-Wilson’s equity plan. Performance-based restricted shares vest only if those targets are met. On February 25, 2026, the company satisfied these hurdles at levels that caused several tranches of restricted stock granted to Lee In Ku to vest.

Did Lee In Ku dispose of any Kennedy-Wilson (KW) shares in this Form 4 filing?

The Form 4 does not report any open-market sales or discretionary disposals by Lee In Ku. Shares were withheld solely by the company to cover tax obligations related to vesting, while the remaining vested shares increased his directly owned common stock position.