Kona Bidco merger gives Kennedy-Wilson (KW) holders $10.90 cash per share

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. director Richard Aidan Hugh Boucher reported the disposition of 67,787 shares of Common Stock back to the company in connection with a merger. Each outstanding share was converted into the right to receive $10.90 in cash per share at the merger’s effective time. Following this issuer disposition, Boucher reported holding zero Kennedy-Wilson shares. Outstanding restricted stock units also vested and were canceled, with holders entitled to a lump-sum cash payment based on the same $10.90 per-share merger consideration plus accrued dividend equivalents.

Insights

M&A and corporate actions analyst

Director’s Form 4 reflects completion of a cash merger at $10.90 per share.

The Form 4 shows a disposition of 67,787 Kennedy-Wilson common shares to the issuer at an effective price of $10.90 per share. This ties directly to a completed merger in which Kona Merger Subsidiary combined with the company, leaving it as a wholly owned subsidiary of Kona Bidco.

Because each outstanding share was converted into a cash right, and restricted stock units vested and were cashed out at the same $10.90 per-share merger consideration plus dividend equivalents, this filing mainly confirms the equity cash-out mechanics rather than discretionary trading. For existing holders, equity exposure is replaced by cash according to the merger terms.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Boucher Richard Aidan Hugh

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	67,787	$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: 67,787 shares Merger consideration: $10.90 per share Post-transaction holdings: 0 shares

3 metrics

Shares disposed 67,787 shares Common Stock disposed to issuer in merger-related transaction

Merger consideration $10.90 per share Cash paid for each outstanding common share at effective time

Post-transaction holdings 0 shares Total Kennedy-Wilson shares reported after disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), disposition to issuer

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 ... (the "Merger Consideration")"

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 ("RSU") financial

"each outstanding restricted stock unit ("RSU") vested and was canceled, with the holder entitled to receive a lump-sum cash payment"

disposition to issuer financial

"transaction_action: "issuer disposition" and transaction_code_description: "Disposition to issuer""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/16/2026 - 04:08 PM Accepted by SEC EDGAR 06/16/2026 - 04:07 PM Learn about SEC filing dates

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^*

Boucher Richard Aidan Hugh

(Last) (First) (Middle)

C/O 151 S EL CAMINO DRIVE

(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		67,787	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/ Richard Boucher	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 Kennedy-Wilson (KW) report in this Form 4?

The Form 4 reports director Richard Aidan Hugh Boucher disposing of 67,787 shares of Kennedy-Wilson common stock back to the issuer. The disposition occurred in connection with a merger, rather than an open-market sale, and reduced his reported holdings to zero shares.

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

Each outstanding Kennedy-Wilson common share was converted into the right to receive $10.90 in cash. This merger consideration is paid without interest and subject to any required tax withholding, effectively setting the cash value received per share in the completed transaction.

How many Kennedy-Wilson (KW) shares did the director hold after the transaction?

After the issuer disposition, director Richard Aidan Hugh Boucher reported owning zero Kennedy-Wilson common shares. His entire reported position of 67,787 shares was converted into the right to receive the $10.90 per-share cash merger consideration at the effective time of the merger.

What merger is referenced in the Kennedy-Wilson (KW) Form 4 footnotes?

The footnotes reference an Agreement and Plan of Merger among Kennedy-Wilson, Kona Bidco, LLC as Parent, and Kona Merger Subsidiary, Inc. Merger Sub merged into Kennedy-Wilson, which continued as the surviving company and became a wholly owned subsidiary of Kona Bidco at the effective time.

How were restricted stock units (RSUs) in Kennedy-Wilson (KW) treated in the merger?

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

Was the Kennedy-Wilson (KW) director’s Form 4 trade an open-market sale?

No. The Form 4 uses code D, a disposition to issuer, showing shares were surrendered back to Kennedy-Wilson. This occurred as part of the merger closing mechanics, where shares were converted into the right to receive $10.90 per share, rather than a discretionary market transaction.