Minella David A. 4

4 · Kennedy-Wilson Holdings, Inc. · Filed Jun 16, 2026

AI-generated summary of this filing

Updated Jun 16, 2026

Kennedy-Wilson (KW) Director David Minella Disposes 2.46M Shares in Merger

What Happened

David A. Minella, a director of Kennedy-Wilson Holdings, reported a disposition to the issuer of 2,463,632 common shares on 2026-06-16. The shares were converted into cash under the merger agreement at $10.90 per share, for aggregate proceeds of approximately $26,853,589. This was not an open-market sale but a conversion/repurchase tied to the completed merger.

Key Details

Transaction date and filing date: 2026-06-16 (filed same day).
Transaction code: D (Disposition to issuer via merger).
Price / consideration: $10.90 per share (Merger Consideration); total ≈ $26.85 million.
Shares owned after transaction: Not specified in the Form 4 filing.
Footnotes: (1) Transaction arose from the Merger Agreement effectuating a merger of the company into a subsidiary of Kona Bidco, LLC; (2) each outstanding share was converted into the right to receive $10.90 in cash; (3) outstanding RSUs vested and were canceled with holders paid cash for underlying shares and accrued dividend equivalents.
Timeliness: Filing dated the same day as the transaction; no late filing indicated.

Context

This disposition reflects the cash-out treatment under the merger (automatic conversion to cash) rather than a voluntary market sale by the director. Such merger-driven conversions are routine in M&A transactions and do not by themselves indicate a director’s ongoing view of the company’s prospects.

Form 4Exit

Period: 2026-06-16

Director

Transactions

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/ David A. Minella|2026-06-16

1 file