ZAX STANLEY R 4
4 · Kennedy-Wilson Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Kennedy‑Wilson (KW) Director Stanley R. Zax Sells 547,400 Shares
What Happened
Stanley R. Zax, a director of Kennedy‑Wilson Holdings, reported a disposition of 547,400 shares on 2026-06-16. The shares were converted to cash as part of a merger; each share was converted into $10.90 in cash, implying gross consideration of approximately $5,966,660 (before any applicable withholding).
Key Details
- Transaction date: 2026-06-16. Transaction code: D (Disposition to issuer) as part of the merger.
- Per the filing, Merger Consideration = $10.90 per share; total ≈ $5,966,660 (gross).
- Shares owned after transaction: not applicable — outstanding common stock was converted into cash at the Effective Time.
- Related footnotes: (1) Merger Sub merged into the issuer making the issuer a wholly owned subsidiary of the buyer; (2) each share converted into $10.90 cash; (3) outstanding RSUs vested and were canceled for a cash payout based on the same per‑share amount plus dividend equivalents.
- Filing timing: reported on 2026-06-16 (Period of Report = filing date).
Context
This was a corporate merger cash‑out, not an open‑market sale by the director. Dispositions resulting from mergers represent contractually required conversions of outstanding securities into merger consideration and should not be interpreted as an independent signaling trade by the insider.
Insider Transaction Report
Form 4Exit
ZAX STANLEY R
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-16−547,400→ 0 total
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/ Stanley R. Zax|2026-06-16