Kennedy-Wilson (NYSE: KW) director reports RSU vesting, tax share withholding

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. director Wade Burton reported equity compensation activity tied to previously granted awards. On January 29, 2026, 6,366 time-based restricted stock units and related 382 distribution equivalent rights (DERs) vested under the company’s equity plan.

This resulted in an acquisition of 382 shares of common stock at $0, and 2,652 shares at $9.86 were withheld by the company to cover tax obligations. After these transactions, Burton directly owns 50,390 shares of Kennedy-Wilson common stock. The filing notes that no shares were sold by the reporting person.

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^*

Burton Wade

(Last) (First) (Middle)

151 S EL CAMINO DR

(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)
01/29/2026

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		A		382(1)	A	$0	53,042	D
Common Stock	01/29/2026		F		2,652(2)	D	$9.86	50,390	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. The reporting person was previously granted time-based restricted stock units in tandem with distribution equivalent rights ("DERs") pursuant to the registrant's Second Amended and Restated 2009 Equity Participation Plan (the "Plan") that are settled in shares of the Company's common stock. On January 29, 2026, 6,366 of such restricted stock units vested to which 382 DERs relate and vested pursuant to the Plan.

2. Shares withheld by Registrant to satisfy certain applicable tax withholding requirements on the vesting of 6,366 time-based vesting restricted stock awards and the 382 DERs as described in footnote 1 above. No shares were sold by the reporting person.

Remarks:

	/s/ Wade Burton	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.
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FAQ

What insider transaction did KW director Wade Burton report?

Wade Burton reported vesting-related share activity, not an open-market trade. 6,366 restricted stock units and 382 related DERs vested, creating 382 new shares. The company withheld 2,652 shares to cover taxes, and no shares were actually sold by Burton.

How many Kennedy-Wilson (KW) shares does Wade Burton now own?

After the reported transactions, Wade Burton directly owns 50,390 KW shares. This figure reflects both the 382 shares received from vested awards and the 2,652 shares withheld for taxes, as disclosed in the Form 4 filing dated January 29, 2026.

Why were 2,652 Kennedy-Wilson (KW) shares withheld at $9.86?

The 2,652 KW shares at $9.86 were withheld to pay taxes. The company retained these shares to satisfy applicable tax withholding on the vesting of 6,366 restricted stock units and 382 DERs, instead of Burton selling shares in the market himself.

Did the KW director sell any shares in this Form 4 transaction?

No, the director did not sell any shares. The filing explains that shares were withheld by Kennedy-Wilson solely to cover tax obligations stemming from the vesting of restricted stock units and DERs, and explicitly states no shares were sold by the reporting person.