Kennedy-Wilson (KW) EVP, General Counsel has shares withheld for taxes

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. executive vice president and general counsel Lee In Ku reported a tax-related share disposition connected to restricted stock vesting. On the vesting date, 10,232 shares of common stock at $9.89 per share were withheld by the company to satisfy tax withholding requirements, and the footnote clarifies that no shares were sold by the reporting person. Following this tax-withholding transaction, Lee In Ku directly owns 288,695 shares of Kennedy-Wilson common stock.

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)
02/16/2026

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		10,232(1)	D	$9.89	288,695	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:

	/s/In Ku Lee	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.
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 insider transaction did Kennedy-Wilson (KW) report for Lee In Ku?

Kennedy-Wilson reported a tax-withholding disposition for EVP and general counsel Lee In Ku. The company withheld 10,232 common shares upon vesting of restricted stock awards to cover taxes, with no open-market sale by the executive.

How many Kennedy-Wilson (KW) shares were withheld for taxes in this Form 4?

The filing shows 10,232 shares of Kennedy-Wilson common stock were withheld at $9.89 per share. These shares satisfied applicable tax withholding on vesting of time-based restricted stock awards, rather than being sold in the open market.

Did Kennedy-Wilson EVP Lee In Ku sell any KW shares in this Form 4?

No, the footnote states that no shares were sold by Lee In Ku. The shares were retained by Kennedy-Wilson to satisfy tax withholding obligations tied to the vesting of restricted stock awards, a common administrative transaction.

What is Lee In Ku’s Kennedy-Wilson (KW) share ownership after this Form 4 transaction?

After the tax-withholding disposition, Lee In Ku directly holds 288,695 shares of Kennedy-Wilson common stock. This figure reflects his updated stake following the company’s retention of shares to cover tax obligations on restricted stock vesting.

What does transaction code F mean in the Kennedy-Wilson (KW) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, Kennedy-Wilson retained 10,232 shares from vested restricted stock to meet tax withholding needs, rather than the executive selling shares.

What role does Lee In Ku hold at Kennedy-Wilson (KW) in this Form 4?

The Form 4 identifies Lee In Ku as an officer of Kennedy-Wilson, serving as Executive Vice President and General Counsel. The reported transaction relates to tax withholding on the vesting of his time-based restricted stock awards.