Minella David A. 4

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.