Form 4: KW director now holds 53,692 shares after 11/02/2025 vest

Rhea-AI Filing Summary

Kennedy‑Wilson Holdings (KW)918 shares of common stock at $0 tied to vested distribution equivalent rights. To cover taxes, 2,308 shares were withheld by the company at $7.56 per share; the filer stated no shares were sold. Following these transactions, the director directly beneficially owns 53,692 shares.

The vesting relates to 5,000 time‑based restricted stock units granted on November 2, 2022, to which the 918 distribution equivalent rights relate.

11/03/2025 - 06:27 PM

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
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hours per response:			0.5

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)
11/02/2025

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	11/02/2025		A		918(1)	A	$0	56,000	D
Common Stock	11/02/2025		D		2,308(2)	D	$7.56	53,692	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 on November 2, 2022 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 November 2, 2025, 5,000 of such restricted stock units vested to which 918 DERs relate and vested pursuant to the Plan.

2. Shares withheld by Registrant to satisfy certain applicable tax withholding requirements on the vesting of 5,000 time-based vesting restricted stock awards and the 918 DERs as described in footnote 1 above. No shares were sold by the reporting person.

Remarks:

	/s/ Wade Burton	11/03/2025
	** 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 did Kennedy‑Wilson (KW) report on Form 4?

A director reported equity award vesting on 11/02/2025, acquiring 918 shares via distribution equivalent rights and tax withholding of 2,308 shares.

How many shares did the KW director acquire and at what price?

918 shares were acquired at $0, reflecting vested distribution equivalent rights tied to prior RSU grants.

Why were 2,308 KW shares disposed of at $7.56?

They were withheld by the company to satisfy tax withholding obligations associated with the vesting; the filer stated no open‑market sales.

What is the director’s ownership after these transactions for KW?

The director directly beneficially owns 53,692 shares following the reported transactions.

What awards triggered the KW share changes?

Vesting of 5,000 time‑based restricted stock units granted on November 2, 2022, and 918 related distribution equivalent rights.