MCMORROW WILLIAM J 4
4 · Kennedy-Wilson Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Kennedy-Wilson CEO William McMorrow Sells 12.05M Shares
What Happened
- William J. McMorrow, Chairman and CEO of Kennedy-Wilson Holdings (KW), reported dispositions totalling 12,051,364 shares on June 16, 2026 in connection with the company’s merger. The Form 4 lists multiple dispositions (codes D and J) tied to the closing of the Merger Agreement. Although per-line prices are shown as N/A on the Form 4, the merger provided merger consideration of $10.90 per share in cash; applying that price to the total disposed shares equals roughly $131.4 million. The filing also notes that some shares were contributed to the buyer (Parent) in exchange for LLC units under a rollover agreement rather than converted to cash.
Key Details
- Transaction date: June 16, 2026 (reported on Form 4 filed 2026-06-16).
- Shares disposed: 12,051,364 total (individual line items summed from the filing).
- Per-share merger consideration: $10.90 in cash at the Effective Time (footnote F4). Form 4 shows N/A per-line because transfers occurred under merger/rollover mechanics.
- Rollover: Immediately prior to the Effective Time, McMorrow contributed some shares to Parent for LLC units per a Rollover Agreement (footnote F2).
- RSUs: All outstanding RSUs were canceled at the Effective Time; holder entitled to any accrued dividend equivalents (footnote F5).
- Reporting note: Footnote F3 indicates an administrative adjustment to the reported beneficial ownership count (correcting prior reports); the Form 4 does not show a separate post-transaction common‑stock holding because of the merger/rollover structure.
- Timeliness: Filing date matches the transaction date; filing appears timely.
Context
- These transactions are merger-related dispositions and rollovers, not a typical open-market sale. Portions of McMorrow’s holdings were rolled into ownership interests in the buyer (Parent) and other portions converted into the merger cash consideration. Such filings document the mechanics of a corporate acquisition rather than an insider trade driven by short-term views on the stock.
Insider Transaction Report
Form 4Exit
MCMORROW WILLIAM J
DirectorChairman and CEO
Transactions
- Other
Common Stock
[F1][F2][F3]2026-06-16−932,151→ 2,619,801 total - Disposition to Issuer
Common Stock
[F1][F4][F5]2026-06-16−2,619,801→ 0 total - Other
Common Stock
[F1][F2]2026-06-16−8,031,776→ 368,342 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1][F4]2026-06-16−368,342→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1][F4]2026-06-16−8,443→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
[F1][F4]2026-06-16−90,851→ 0 total(indirect: By Spouse)
Footnotes (5)
- [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]Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026.
- [F3]The number of shares reported in column 5 has been adjusted to reflect the actual number of shares beneficially owned by the Reporting Person. This adjustment corrects an administrative error in the prior reports and does not reflect an unreported transaction.
- [F4]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").
- [F5]At the Effective Time, each outstanding restricted stock unit ("RSU") was canceled with the Reporting Person entitled to receive any amounts payable in respect of accrued dividend equivalents thereon.
Signature
/s/ William J. McMorrow|2026-06-16