Kennedy-Wilson (KW) CFO has 12,791 shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. Chief Financial Officer Justin Enbody reported a tax-related share disposition connected to restricted stock vesting. On this Form 4, the company withheld 12,791 shares of common stock at $9.89 per share to satisfy applicable tax withholding requirements.

According to the footnote, no shares were sold by Enbody in the market; the shares were retained by the company to cover taxes triggered by the vesting of time-based restricted stock awards. After this withholding, Enbody directly owns 851,947 shares of common stock, reflecting his continuing equity stake in the company.

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^*

Enbody Justin

(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)
	Chief Financial Officer

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		12,791(1)	D	$9.89	851,947	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/ Justin Enbody	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 did Kennedy-Wilson (KW) CFO Justin Enbody report on this Form 4?

CFO Justin Enbody reported a tax-withholding disposition of shares tied to restricted stock vesting. Kennedy-Wilson withheld 12,791 common shares at $9.89 per share to cover tax obligations, rather than Enbody selling shares in the open market.

Did the Kennedy-Wilson (KW) CFO sell shares in the open market?

No, the filing states that no shares were sold by the reporting person. The 12,791 shares were withheld by Kennedy-Wilson to satisfy tax withholding requirements arising from vesting time-based restricted stock awards.

How many Kennedy-Wilson (KW) shares were involved in the CFO’s tax withholding?

The transaction involved 12,791 shares of Kennedy-Wilson common stock. These shares were withheld by the company at $9.89 per share to cover applicable tax withholding on the vesting of restricted stock rather than being sold in the market.

What is Justin Enbody’s remaining Kennedy-Wilson (KW) share ownership after this Form 4?

After the tax-withholding disposition, Justin Enbody directly owns 851,947 shares of Kennedy-Wilson common stock. This figure reflects his post-transaction holdings following the company’s retention of 12,791 shares to satisfy tax obligations tied to restricted stock vesting.

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

Transaction code "F" indicates a disposition used to pay an exercise price or tax liability by delivering securities. In this case, Kennedy-Wilson withheld 12,791 shares from the CFO’s vested restricted stock to meet tax withholding requirements, with no open-market sale by him.

Is the Kennedy-Wilson (KW) CFO’s Form 4 transaction considered a routine equity event?

Yes, this filing describes a routine tax-withholding event linked to restricted stock vesting. The company retained 12,791 shares to cover taxes, while the CFO’s direct ownership remains significant at 851,947 shares following the non-market disposition reported in the Form 4.