Eisner Michael Elias 4

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.