Director at Kennedy-Wilson (KW) disposes 22,500 shares as $10.90-per-share cash merger closes

Rhea-AI Filing Summary

Kennedy-Wilson Holdings, Inc. director Michael Elias Eisner reported a disposition of 22,500 shares of Common Stock back to the issuer, leaving him with 0 shares directly owned after the transaction. The disposition reflects completion of a merger in which the company became a wholly owned subsidiary of Kona Bidco, LLC.

Under the Merger Agreement, each outstanding share of Common Stock was converted into the right to receive $10.90 in cash per share, without interest and subject to applicable withholding taxes. At the same effective time, each outstanding restricted stock unit vested, was canceled, and entitled the holder to a lump-sum cash payment based on the $10.90 per-share Merger Consideration plus any accrued and unpaid dividend equivalents.

Insights

M&A and capital markets analyst

Filing shows completion of a cash merger; common and RSUs converted to cash.

The filing indicates that Kennedy-Wilson Holdings, Inc. completed a merger with Kona Bidco, LLC, leaving the issuer as a wholly owned subsidiary of the buyer. Each common share was converted into a right to receive $10.90 in cash at the effective time.

Director Michael Elias Eisner’s D-code transaction is a disposition to the issuer, not an open-market sale, covering 22,500 shares and resulting in 0 shares held directly after the transaction. This is consistent with all public equity being cashed out in the merger.

The footnotes also show that all outstanding RSUs vested and were canceled in exchange for cash based on the same $10.90 per-share Merger Consideration plus dividend equivalents. Subsequent filings may provide any additional post-merger structural or compensation details.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Eisner Michael Elias

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	22,500	$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: 22,500 shares Merger Consideration: $10.90 per share Post-transaction holdings: 0 shares +2 more

5 metrics

Shares disposed 22,500 shares Disposition to issuer reported on Form 4

Merger Consideration $10.90 per share Cash paid for each outstanding Common Stock share at Effective Time

Post-transaction holdings 0 shares Total Common Stock held directly after disposition

Transaction code D (Disposition to issuer) Indicates shares returned to issuer, not open-market sale

Merger agreement date February 16, 2026 Agreement and Plan of Merger signing date

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), Effective Time

4 terms

Agreement and Plan of Merger financial

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

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

"amount in cash equal to $10.90 per share, without interest... (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..."

Effective Time financial

"upon consummation of the merger (the "Effective Time")."

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

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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^*

Eisner Michael Elias

(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		22,500	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/ Michael Eisner	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 KW director Michael Elias Eisner report on this Form 4?

He reported a disposition to the issuer of 22,500 shares of Kennedy-Wilson Common Stock. The transaction used code D, meaning the shares were returned to the company rather than sold in the open market, leaving him with 0 shares directly owned.

What cash amount per share did Kennedy-Wilson (KW) stockholders receive in the merger?

Each outstanding share of Kennedy-Wilson Common Stock was converted into the right to receive $10.90 in cash per share. This Merger Consideration is paid without interest and is subject to any applicable withholding taxes required by law at the effective time.

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

At the effective time, each outstanding restricted stock unit (RSU) vested and was canceled. Holders became entitled to a lump-sum cash payment equal to the number of underlying shares times the $10.90 Merger Consideration, plus any accrued and unpaid dividend equivalents.

Does this KW Form 4 represent an open-market sale of shares by the director?

No. The Form 4 uses transaction code D, which is a disposition to the issuer, not an open-market sale. The shares were effectively canceled in connection with the completed cash merger, rather than sold on a stock exchange for a market price.

What corporate transaction involving Kennedy-Wilson (KW) is described in the Form 4 footnotes?

The footnotes describe a merger under an Agreement and Plan of Merger among Kennedy-Wilson, Kona Bidco, LLC, and a merger subsidiary. The merger left Kennedy-Wilson as the surviving company and a wholly owned subsidiary of Kona Bidco, LLC at the effective time.

What happened to Michael Elias Eisner’s Kennedy-Wilson (KW) holdings after the reported transaction?

After the disposition of 22,500 shares back to the issuer, his total shares owned directly were 0. This aligns with all outstanding common shares being converted into the right to receive $10.90 in cash per share in the completed merger transaction.