Boehly Todd L 4
4 · Kennedy-Wilson Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Kennedy-Wilson (KW) Director Todd Boehly Sells 380,100 Shares
What Happened
- Todd L. Boehly, a director of Kennedy-Wilson Holdings, disposed of a total of 380,100 equity interests in connection with the company’s merger. He surrendered 80,100 common shares (Disposition to Issuer, code D) and 300,000 derivative awards (code J) that were settled for cash. Under the merger terms, each share was converted into $10.90 in cash, so the aggregate cash value is approximately $4,143,090.
- This was a cash-out tied to the merger (not an open-market sale). Dispositions reflect the contractual conversion/settlement required at the merger’s effective time rather than a conventional voluntary sale.
Key Details
- Transaction dates: 2026-06-16 (80,100 common shares, code D) and 2026-06-17 (300,000 derivative awards, code J).
- Price / consideration: $10.90 per share (Merger Consideration); total ≈ $4,143,090.
- Shares owned after transaction: all outstanding common shares were converted at the Effective Time; common-share holdings were effectively cashed out (post-merger equity eliminated for public common stock).
- Footnotes of note: Merger Agreement governs the transactions; outstanding common stock converted to $10.90 cash per share (F1–F3). RSUs vested and were canceled and paid in a lump-sum cash amount per the merger terms (F3). Series A Preferred stock was redeemed per its terms (F4–F5).
- Filing timeliness: no late filing indicated in the information provided.
Context
- The derivative disposition (code J) reflects settlement of equity awards (e.g., RSUs) or other derivative interests under the merger terms; these were converted to cash rather than resulting in retained shares. This is a routine merger-related settlement and doesn’t necessarily signal a discretionary trading decision by the insider.
Insider Transaction Report
Form 4Exit
Boehly Todd L
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-16−80,100→ 0 total - Other
Series A Preferred Stock
[F4][F5]2026-06-17−300,000→ 0 total(indirect: See Footnote)→ Common Stock (12,158,280 underlying)
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]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.
- [F4]Immediately prior to the Effective Time, the Issuer redeemed the Series A Preferred Stock reported herein. The redemption price for each share is a cash amount equal to the liquidation preference plus accrued and unpaid dividends on such shares calculated as set forth in the Certificate of Designations.
- [F5]Consists of 260,000 shares of Series A Preferred Stock held by Dust Bowl and 40,000 shares of Series A Preferred Stock held by Security Benefit Life.
Signature
/s/ Todd Lawrence Boehly|2026-06-16