Eisner Michael Elias 4
4 · Kennedy-Wilson Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Kennedy-Wilson (KW) Director Michael Eisner Sells 22,500 Shares
What Happened
- Michael Eisner, a director of Kennedy-Wilson Holdings, disposed of 22,500 shares to the issuer on 2026-06-16 as part of a merger. The Form 4 lists the disposition as to the issuer (code D) and does not show an open‑market sale price; under the merger terms each share was converted into the right to receive $10.90 in cash, implying proceeds of $245,250 (22,500 × $10.90).
Key Details
- Transaction date: 2026-06-16; Form 4 filed same day (timely).
- Transaction type/code: Disposition to issuer (D) in connection with a merger.
- Reported price on Form 4: N/A; Merger consideration: $10.90 per share (cash).
- Implied total proceeds: $245,250.
- Shares owned after transaction: Not stated in the filing.
- Relevant footnotes: Merger Agreement dated Feb 16, 2026 (amended Mar 15, 2026); Kona Bidco, LLC was the buyer and the Issuer became a wholly owned subsidiary; outstanding common shares were converted into cash at $10.90; outstanding RSUs vested and were canceled for cash payments.
Context
- This was not an open‑market sale but a mandatory conversion/receipt of cash under a takeover/merger (shares surrendered to the issuer for merger consideration). Such transactions reflect deal terms rather than an insider’s voluntary trading decision, so they are less informative about the insider’s view of the company’s standalone prospects.
Insider Transaction Report
Form 4Exit
Eisner Michael Elias
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-16−22,500→ 0 total
Footnotes (3)
- [F1]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").
- [F2]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").
- [F3]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.
Signature
/s/ Michael Eisner|2026-06-16