Kennedy-Wilson (KW) CEO uses 14,796 shares to cover tax on vesting

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. insider activity centers on tax withholding rather than an open-market sale. Chairman and CEO William J. McMorrow had 14,796 shares of common stock withheld by the company on 01/19/2026 at $10 per share, labeled as a code “F” transaction. According to the footnote, these shares were retained by the issuer to satisfy tax withholding obligations upon vesting of time-based restricted stock awards, and no shares were sold by McMorrow.

After this withholding, McMorrow directly beneficially owns 3,808,766 common shares. He also reports indirect beneficial ownership of 8,074,517 shares through the William J. McMorrow Revocable Trust, 8,443 shares through the John & Sons Retirement Trust, and 90,851 shares held by his wife.

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

OMB APPROVAL

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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^*

MCMORROW WILLIAM J

(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
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

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		14,796(1)	D	$10	3,808,766	D
Common Stock								8,074,517	I	By William J. McMorrow Revocable Trust
Common Stock								8,443	I	By John & Sons Retirement Trust
Common Stock								90,851	I	By wife

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/ William J. McMorrow	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 CEO William J. McMorrow report?

William J. McMorrow, Chairman and CEO of Kennedy-Wilson Holdings, Inc. (KW), reported a code “F” transaction on 01/19/2026 involving 14,796 shares of common stock at $10 per share, used to cover tax withholding on vested restricted stock.

Was the KW Form 4 transaction an open-market sale by the CEO?

No. The footnote states that the 14,796 shares were held by the company to satisfy tax withholding requirements on vesting of time-based restricted stock awards, and that no shares were sold by the reporting person.

How many KW shares does William J. McMorrow own directly after this transaction?

Following the tax-withholding transaction, William J. McMorrow directly beneficially owns 3,808,766 shares of Kennedy-Wilson common stock.

What indirect KW shareholdings are reported for William J. McMorrow?

Indirectly, McMorrow reports 8,074,517 shares held by the William J. McMorrow Revocable Trust, 8,443 shares held by the John & Sons Retirement Trust, and 90,851 shares held by his wife.

What does transaction code “F” mean in the KW Form 4?

Transaction code “F” on the Form 4 indicates a payment of tax liability by delivering or withholding securities, here applied to vested time-based restricted stock awards of Kennedy-Wilson.

What role does William J. McMorrow hold at Kennedy-Wilson Holdings, Inc.?

William J. McMorrow is reported as both a Director and an Officer, serving as Chairman and CEO of Kennedy-Wilson Holdings, Inc.