MCMORROW WILLIAM J 4

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.