KW
Kennedy-Wilson Holdings, Inc.Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-06-17 | Boehly Todd L |
Director, 10% Owner |
Other↓
Filing footnotes — Series A Preferred Stock (Indirect)
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. 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. |
Series A Preferred Stock
(I)
|
300,000 |
| 2026-06-16 | Burton Wade |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
48,520 |
| 2026-06-16 | WINDISCH MATTHEW |
President |
Other↓
Filing footnotes — Common Stock (Direct)
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"). Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026. |
Common Stock
|
565,748 |
| 2026-06-16 | Finnegan Regina Wambold |
EVP, Risk Management and HR |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. At the Effective Time, each outstanding performance stock unit ("PSU") 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 PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon. |
Common Stock
|
266,800 |
| 2026-06-16 | Eisner Michael Elias |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
22,500 |
| 2026-06-16 | Enbody Justin |
Chief Financial Officer |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. At the Effective Time, each outstanding performance stock unit ("PSU") 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 PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon. |
Common Stock
|
1,275,571 |
| 2026-06-16 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Other↓
Filing footnotes — Common Stock (Indirect)
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"). 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"). |
Common Stock
(I)
|
90,851 |
| 2026-06-16 | Enbody Justin |
Chief Financial Officer |
Award↑
Filing footnotes — Common Stock (Direct)
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"). At the Effective Time, each outstanding performance stock unit ("PSU") 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 PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon. |
Common Stock
|
341,662 |
| 2026-06-16 | ZAX STANLEY R |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
547,400 |
| 2026-06-16 | Zaimi Sanaz |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
98,095 |
| 2026-06-16 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). At the Effective Time, each outstanding restricted stock unit ("RSU") was canceled with the Reporting Person entitled to receive any amounts payable in respect of accrued dividend equivalents thereon. |
Common Stock
|
2,619,801 |
| 2026-06-16 | Finnegan Regina Wambold |
EVP, Risk Management and HR |
Award↑
Filing footnotes — Common Stock (Direct)
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"). At the Effective Time, each outstanding performance stock unit ("PSU") 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 PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon. |
Common Stock
|
142,791 |
| 2026-06-16 | Finnegan Regina Wambold |
EVP, Risk Management and HR |
Other↓
Filing footnotes — Common Stock (Indirect)
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"). 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"). |
Common Stock
(I)
|
44,163 |
| 2026-06-16 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Other↓
Filing footnotes — Common Stock (Indirect)
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"). 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"). |
Common Stock
(I)
|
8,443 |
| 2026-06-16 | Bowen Trevor |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
108,465 |
| 2026-06-16 | Pegler Michael John |
President KW Europe |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. At the Effective Time, each outstanding performance stock unit ("PSU") 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 PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon. |
Common Stock
|
397,281 |
| 2026-06-16 | Lee In Ku |
EVP, General Counsel |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). At the Effective Time, each outstanding restricted stock unit ("RSU") was canceled with the Reporting Person entitled to receive any amounts payable in respect of accrued dividend equivalents thereon. |
Common Stock
|
352,598 |
| 2026-06-16 | Watt Nadine I |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
22,500 |
| 2026-06-16 | Pegler Michael John |
President KW Europe |
Award↑
Filing footnotes — Common Stock (Direct)
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"). At the Effective Time, each outstanding performance stock unit ("PSU") 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 PSU based on target level of performance achievement of applicable performance goals, by (2) the Merger Consideration, plus (y) any amounts payable in respect of accrued and unpaid dividend equivalents thereon. |
Common Stock
|
193,160 |
| 2026-06-16 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Other↓
Filing footnotes — Common Stock (Direct)
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"). Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026. The number of shares reported in column 5 has been adjusted to reflect the actual number of shares beneficially owned by the Reporting Person. This adjustment corrects an administrative error in the prior reports and does not reflect an unreported transaction. |
Common Stock
|
932,151 |
| 2026-06-16 | Meyers Jeffrey |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
26,100 |
| 2026-06-16 | FAIRFAX FINANCIAL HOLDINGS LTD/ CAN |
Director, 10% Owner |
Other↓
Filing footnotes — Common Stock (Indirect)
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"). Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026. These securities are held by subsidiaries of Fairfax Financial Holdings Limited ("Fairfax"). Mr. Watsa is the CEO and controlling person of Fairfax through the other reporting persons. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
13,322,009 |
| 2026-06-16 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Other↓
Filing footnotes — Common Stock (Indirect)
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"). 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"). |
Common Stock
(I)
|
368,342 |
| 2026-06-16 | Boehly Todd L |
Director, 10% Owner |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
80,100 |
| 2026-06-16 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Other↓
Filing footnotes — Common Stock (Indirect)
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"). Immediately prior to the Effective Time, the Reporting Person contributed shares of Common Stock to Parent in consideration for limited liability company units or other securities of Parent in accordance with the limited liability company agreement of Parent pursuant to the terms of a Rollover Agreement, dated February 16, 2026. |
Common Stock
(I)
|
8,031,776 |
| 2026-06-16 | WINDISCH MATTHEW |
President |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). At the Effective Time, each outstanding restricted stock unit ("RSU") was canceled with the Reporting Person entitled to receive any amounts payable in respect of accrued dividend equivalents thereon. |
Common Stock
|
1,172,816 |
| 2026-06-16 | Boucher Richard Aidan Hugh |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
67,787 |
| 2026-06-16 | Minella David A. |
Director |
Other↓
Filing footnotes — Common Stock (Direct)
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"). 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"). 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. |
Common Stock
|
2,463,632 |
| 2026-02-25 | Enbody Justin |
Chief Financial Officer |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 33,762 shares, of which 17,178 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
16,584 |
| 2026-02-25 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 243,661 shares, of which 123,975 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
119,686 |
| 2026-02-25 | Lee In Ku |
EVP, General Counsel |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 42,777 shares, of which 21,392 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
21,385 |
| 2026-02-25 | Pegler Michael John |
President KW Europe |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 28,793 shares, of which 13,532 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
15,261 |
| 2026-02-25 | Lee In Ku |
EVP, General Counsel |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 63,702 shares, of which 31,857 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
31,845 |
| 2026-02-25 | Lee In Ku |
EVP, General Counsel |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 21,350 shares, of which 10,677 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
10,673 |
| 2026-02-25 | WINDISCH MATTHEW |
President |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 159,255 shares, of which 81,029 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
78,226 |
| 2026-02-25 | WINDISCH MATTHEW |
President |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 58,091 shares, of which 29,557 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
28,534 |
| 2026-02-25 | Pegler Michael John |
President KW Europe |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 46,552 shares, of which 21,879 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
24,673 |
| 2026-02-25 | Finnegan Regina Wambold |
EVP, Risk Management and HR |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 21,389 shares, of which 8,152 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
13,237 |
| 2026-02-25 | Enbody Justin |
Chief Financial Officer |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 53,472 shares, of which 27,207 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
26,265 |
| 2026-02-25 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 163,623 shares, of which 83,251 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
80,372 |
| 2026-02-25 | Finnegan Regina Wambold |
EVP, Risk Management and HR |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 34,301 shares, of which 13,073 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
21,228 |
| 2026-02-25 | MCMORROW WILLIAM J |
Director, CHAIRMAN AND CEO |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 109,727 shares, of which 55,829 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
53,898 |
| 2026-02-25 | Enbody Justin |
Chief Financial Officer |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 79,628 shares, of which 40,515 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
39,113 |
| 2026-02-25 | WINDISCH MATTHEW |
President |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted performance-based restricted shares pursuant to the equity plan that vest if the registrant satisfies certain performance hurdles. On February 25, 2026, the performance hurdles were satisfied at levels which resulted in the vesting of a total of 106,943 shares, of which 54,413 shares were withheld by the registrant to satisfy tax withholding obligations. |
Common Stock
|
52,530 |
| 2026-02-21 | Zaimi Sanaz |
Director |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares held by Registrant to satisfy applicable tax withholding requirements on vesting of time-based vesting restricted stock awards. No shares were sold by the reporting person. |
Common Stock
|
350 |
| 2026-02-21 | Burton Wade |
Director |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares withheld by Registrant to satisfy certain applicable tax withholding requirements on the vesting of 5,833 time-based vesting restricted stock awards and the 696 DERs as described in footnote 1 above. No shares were sold by the reporting person. |
Common Stock
|
2,566 |
| 2026-02-21 | Boucher Richard Aidan Hugh |
Director |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares held by Registrant to satisfy applicable tax withholding requirements on vesting of time-based vesting restricted stock awards. No shares were sold by the reporting person. |
Common Stock
|
700 |
| 2026-02-21 | Bowen Trevor |
Director |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares held by Registrant to satisfy applicable tax withholding requirements on vesting of time-based vesting restricted stock awards. No shares were sold by the reporting person. |
Common Stock
|
642 |
| 2026-02-21 | Burton Wade |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
The reporting person was previously granted time-based restricted stock units in tandem with distribution equivalent rights ("DERs") pursuant to the registrant's Second Amended and Restated 2009 Equity Participation Plan (the "Plan") that are settled in shares of the Company's common stock. On February 21, 2026, 6,529 of such restricted stock units vested to which 696 DERs relate and vested pursuant to the Plan. |
Common Stock
|
696 |
| 2026-02-16 | WINDISCH MATTHEW |
President |
Tax↓
Filing footnotes — Common Stock (Direct)
Shares held by Registrant to satisfy applicable tax withholding requirements on vesting of time-based vesting restricted stock awards. No shares were sold by the reporting person. |
Common Stock
|
36,275 |