Kennedy-Wilson (KW) Europe president uses 10,940 shares for tax on RS vesting

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. executive reports tax withholding share transfer

On January 29, 2026, Michael John Pegler, President KW Europe, reported a Form 4 transaction involving 10,940 shares of Kennedy-Wilson common stock at $9.86 per share. The shares were held by the company to satisfy tax withholding obligations triggered by the vesting of time-based restricted stock awards, and no shares were sold by the reporting person.

Following this transaction, Pegler beneficially owns 173,209 shares of Kennedy-Wilson common stock directly.

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^*

Pegler Michael John

(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)
	President KW Europe

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		F		10,940(1)	D	$9.86	173,209	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/ Michael Pegler	01/30/2026
	** 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 executive Michael Pegler report on January 29, 2026?

Michael Pegler reported a transfer of 10,940 Kennedy-Wilson common shares at $9.86 per share. The shares were withheld by the company to cover tax obligations from vesting restricted stock, with no open-market sale by Pegler.

Did Kennedy-Wilson (KW) executive Michael Pegler sell shares in this Form 4 filing?

No, the filing states that no shares were sold by Michael Pegler. Instead, 10,940 shares were retained by the company to satisfy tax withholding obligations tied to vesting time-based restricted stock awards.

How many Kennedy-Wilson (KW) shares does Michael Pegler own after the reported transaction?

After the January 29, 2026 transaction, Michael Pegler beneficially owns 173,209 shares of Kennedy-Wilson common stock directly. This figure reflects his holdings following the shares withheld for tax purposes on vesting restricted stock.

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

Transaction code F indicates shares were withheld to pay taxes on the vesting of equity awards. In this case, 10,940 Kennedy-Wilson shares were used to satisfy tax withholding from time-based restricted stock vesting.

What role does Michael Pegler hold at Kennedy-Wilson (KW) in this Form 4 filing?

Michael John Pegler is identified as an officer of Kennedy-Wilson, serving as President KW Europe. The Form 4 reflects his personal beneficial ownership and the tax withholding transaction related to his restricted stock awards.

Was the Form 4 for Kennedy-Wilson (KW) filed by a single reporting person?

Yes, the Form 4 was filed by one reporting person, Michael John Pegler. It reports his direct holdings and a single tax withholding transaction involving common stock linked to vesting restricted stock awards.