KW (KW) director has 403 shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. director Richard Aidan Hugh Boucher reported an automatic share withholding related to equity compensation. On January 19, 2026, 403 shares of common stock were withheld at $10 per share to satisfy tax withholding obligations arising from the vesting of time-based restricted stock awards. According to the disclosure, no shares were sold by the reporting person; the shares were retained by the issuer to cover taxes. Following this transaction, Boucher directly beneficially owned 69,251 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^*

Boucher Richard Aidan Hugh

(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)
01/19/2026

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	01/19/2026		F		403(1)	D	$10	69,251	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/ Richard Boucher	01/20/2026
	** 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 KW director Richard Boucher report?

Richard Aidan Hugh Boucher reported an automatic withholding of 403 shares of Kennedy-Wilson common stock on January 19, 2026, tied to the vesting of time-based restricted stock awards.

Was the January 19, 2026 transaction in KW stock an open-market sale?

No. The filing states the 403 shares were held by the company to meet tax withholding requirements on vesting of restricted stock awards, and that no shares were sold by the reporting person.

At what price were the KW shares withheld for taxes?

The 403 shares of Kennedy-Wilson common stock were withheld at a price of $10 per share to satisfy applicable tax withholding obligations.

How many KW shares does Richard Boucher own after this Form 4 transaction?

After the reported transaction, Richard Aidan Hugh Boucher beneficially owned 69,251 shares of Kennedy-Wilson common stock in direct ownership.

What is Richard Boucher’s relationship to Kennedy-Wilson Holdings, Inc.?

Richard Aidan Hugh Boucher is reported as a director of Kennedy-Wilson Holdings, Inc. and is not listed as an officer or 10% owner in this filing.

Why were KW shares withheld instead of the insider paying taxes in cash?

The filing explains that shares were held by the company to satisfy applicable tax withholding requirements upon vesting of time-based restricted stock awards, which is a common equity compensation mechanism.