Director Minella exits Kennedy-Wilson (KW) as shares convert to $10.90 cash in merger

Rhea-AI Filing Summary

Kennedy-Wilson Holdings director David A. Minella reported a full disposition of his common stock in connection with the company’s merger. The filing shows 2,463,632 shares of common stock were disposed of back to the issuer, leaving no shares reported as directly owned after the transaction.

Under the Agreement and Plan of Merger, each outstanding Kennedy-Wilson common share was automatically converted at the merger’s effective time into the right to receive $10.90 in cash per share, subject to applicable withholding taxes. All outstanding restricted stock units also vested at that time and were canceled in exchange for a lump-sum cash payment based on the same $10.90 per-share merger consideration plus any accrued and unpaid dividend equivalents.

Insights

Corporate actions analyst

Director’s entire equity position was cashed out via a completed merger, not market selling.

The Form 4 shows David A. Minella, a director of Kennedy-Wilson Holdings, disposing of 2,463,632 common shares at the effective time of a merger. The disposition is to the issuer under a merger agreement, not an open-market sale, and occurs at $10.90 per share in cash.

Footnotes explain that each outstanding share converted into cash consideration and all RSUs vested and were canceled for cash based on the same $10.90 per share, plus accrued dividend equivalents. This is a standard change-of-control cash-out; the transaction reflects completion of the merger terms rather than a discretionary trading decision by the director.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Minella David A.

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	2,463,632	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive an amount in cash equal to $10.90 per share, without interest and subject to any applicable withholding taxes required by law (the "Merger Consideration"). At the Effective Time, each outstanding restricted stock unit ("RSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment, without interest, equal to (x) the product, rounded down to the nearest cent, obtained by multiplying (1) the total number of shares underlying such RSU, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon.

Key Figures

Shares disposed: 2,463,632 shares Merger cash price: $10.90 per share Post-transaction holdings: 0 shares

3 metrics

Shares disposed 2,463,632 shares Common stock disposed to issuer at merger effective time

Merger cash price $10.90 per share Cash consideration for each outstanding common share

Post-transaction holdings 0 shares Common stock directly owned after disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit, dividend equivalents

4 terms

Agreement and Plan of Merger regulatory

"In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"each outstanding share of Common Stock was automatically converted into the right to receive an amount in cash equal to $10.90 per share"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock unit financial

"At the Effective Time, each outstanding restricted stock unit ("RSU") vested and was canceled"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

dividend equivalents financial

"plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Minella David A.

(Last) (First) (Middle)

C/O 151 S EL CAMINO DR

(Street)

BEVERLY HILLS CALIFORNIA 90212

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/16/2026		D		2,463,632	D	(1)(2)(3)	0	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. In connection with the terms of an Agreement and Plan of Merger, dated as of February 16, 2026, as amended on March 15, 2026 (the "Merger Agreement"), by and among the Issuer, Kona Bidco, LLC ("Parent"), and Kona Merger Subsidiary, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving company and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time").

2. At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive an amount in cash equal to $10.90 per share, without interest and subject to any applicable withholding taxes required by law (the "Merger Consideration").

3. At the Effective Time, each outstanding restricted stock unit ("RSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment, without interest, equal to (x) the product, rounded down to the nearest cent, obtained by multiplying (1) the total number of shares underlying such RSU, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon.

	/s/ David A. Minella	06/16/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did David A. Minella report for Kennedy-Wilson (KW)?

David A. Minella reported disposing of 2,463,632 Kennedy-Wilson common shares. The shares were surrendered to the issuer at the merger’s effective time as part of a cash-out transaction, rather than sold in the open market, leaving no directly held shares reported afterward.

At what price were Kennedy-Wilson (KW) shares cashed out in this merger event?

Each outstanding Kennedy-Wilson common share was converted into the right to receive $10.90 in cash. This fixed cash amount per share, called the Merger Consideration, was paid without interest and subject to any required tax withholding under applicable law at the merger’s effective time.

How were David A. Minella’s restricted stock units in Kennedy-Wilson (KW) treated?

At the merger’s effective time, each outstanding Kennedy-Wilson restricted stock unit vested and was canceled. The holder became entitled to a lump-sum cash payment equal to the number of underlying shares multiplied by the $10.90 Merger Consideration, plus any accrued and unpaid dividend equivalents.

Did David A. Minella retain any Kennedy-Wilson (KW) common stock after this Form 4 transaction?

The Form 4 reports zero Kennedy-Wilson common shares directly owned following the transaction. All 2,463,632 reported shares were disposed of to the issuer in exchange for cash under the merger terms, so no direct common stock holdings remain disclosed in this filing.

Was David A. Minella’s Kennedy-Wilson (KW) transaction an open-market sale?

No. The transaction is coded as a disposition to the issuer, not an open-market sale. It occurred automatically under the merger agreement when each outstanding Kennedy-Wilson share converted into a right to receive $10.90 in cash at the merger’s effective time.