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.

Kennedy-Wilson EVP gains shares via award vesting

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

Accepted by SEC EDGAR 02/27/2026 - 06:26 PM EST

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Form Type

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.

Insider Trade Summary

Grant/Award: 63,903 shares

Grant/Award 3 txns

Insider Lee In Ku

Role EVP, General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,673	$0.00	$0.00
Grant/Award	Common Stock	21,385	$0.00	$0.00
Grant/Award	Common Stock	31,845	$0.00	$0.00

Holdings After Transaction: Common Stock — 352,598 shares (Direct)

Holdings Before and After: Common Stock, 288,695 to 352,598 shares (Direct)

Footnotes (3)

F1. 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.
F2. 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.
F3. 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.

FAQ

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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.

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.

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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^*

Lee In Ku

(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)

	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)
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	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)
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. 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.
* 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