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Kimberly-Clark (NYSE: KMB) GC exercises RSUs and uses shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kimberly-Clark Corporation General Counsel & Secretary Grant B. McGee reported routine equity compensation activity. On May 1, 2026, he exercised restricted share units that converted into 1,160 and 1,144 shares of common stock, and received a new grant of 5,324 restricted share units payable 1-for-1 in common stock.

To cover tax obligations upon vesting, a total of 908 common shares (457 and 451 shares) were automatically surrendered to the issuer at $97.67 per share. These transactions reflect compensation-related vesting, exercises, and tax-withholding dispositions rather than open-market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider McGee Grant B
Role General Counsel & Secretary
Type Security Shares Price Value
Exercise Restricted Share Units 5/01/2024 (w/Dividends reinvested) 1,144 $0.00 --
Exercise Restricted Share Units 5/01/2025 (w/dividends reinvested) 1,160 $0.00 --
Grant/Award Restricted Share Units 5/1/2026 (w/dividends reinvested) 5,324 $0.00 --
Exercise Common Stock 1,160 $0.00 --
Exercise Common Stock 1,144 $0.00 --
Tax Withholding Common Stock 451 $97.67 $44K
Tax Withholding Common Stock 457 $97.67 $45K
Holdings After Transaction: Restricted Share Units 5/01/2024 (w/Dividends reinvested) — 1,526 shares (Direct, null); Restricted Share Units 5/01/2025 (w/dividends reinvested) — 2,708 shares (Direct, null); Restricted Share Units 5/1/2026 (w/dividends reinvested) — 5,324 shares (Direct, null); Common Stock — 5,908 shares (Direct, null)
Footnotes (1)
  1. Represents restricted share units that have vested and are paid out in shares of common stock. Includes restricted share units which were accrued based on dividends paid on the Corporation's common stock. Restricted share units payable on a 1-for-1 basis, granted under the Kimberly-Clark Corporation Equity Participation Plan. Additional restricted share units are accrued based on dividends paid on the Corporation's common stock. This transaction represents the automatic surrender of shares to the issuer upon vesting of restricted shares units to satisfy the reporting person's tax withholding obligations. The restricted share units vest 30 percent on each of the first and second anniversaries of the grant date and the remaining 40 percent on the third anniversary of the grant date.
Tax-withholding shares 908 shares Common shares automatically surrendered for tax withholding
Tax-withholding price $97.67 per share Value used for 457 and 451 share surrenders
RSUs exercised (grant 2025) 1,160 units Restricted share units converted into common stock
RSUs exercised (grant 2024) 1,144 units Restricted share units converted into common stock
New RSU grant 5,324 units Restricted share units granted 1-for-1 in common stock
restricted share units financial
"Represents restricted share units that have vested and are paid out in shares of common stock."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
tax withholding obligations financial
"automatic surrender of shares to the issuer upon vesting ... to satisfy the reporting person's tax withholding obligations"
Equity Participation Plan financial
"granted under the Kimberly-Clark Corporation Equity Participation Plan"
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
grant, award, or other acquisition financial
"Grant, award, or other acquisition"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
McGee Grant B

(Last)(First)(Middle)
P.O. BOX 619100

(Street)
DALLAS TEXAS 75261-9100

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
KIMBERLY CLARK CORP [ KMB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel & Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026M1,160(1)A$0.0000(2)5,908D
Common Stock05/01/2026M1,144(1)A$0.0000(2)7,052D
Common Stock05/01/2026F(3)451D$97.676,601D
Common Stock05/01/2026F(3)457D$97.676,144D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units 5/01/2024 (w/Dividends reinvested)(2)05/01/2026M1,144(1) (4) (4)Common Stock1,144$0.0000(2)1,526D
Restricted Share Units 5/01/2025 (w/dividends reinvested)(2)05/01/2026M1,160(1) (4) (4)Common Stock1,160$0.0000(2)2,708D
Restricted Share Units 5/1/2026 (w/dividends reinvested)(2)05/01/2026A5,324 (4) (4)Common Stock5,324$0.0000(2)5,324D
Explanation of Responses:
1. Represents restricted share units that have vested and are paid out in shares of common stock. Includes restricted share units which were accrued based on dividends paid on the Corporation's common stock.
2. Restricted share units payable on a 1-for-1 basis, granted under the Kimberly-Clark Corporation Equity Participation Plan. Additional restricted share units are accrued based on dividends paid on the Corporation's common stock.
3. This transaction represents the automatic surrender of shares to the issuer upon vesting of restricted shares units to satisfy the reporting person's tax withholding obligations.
4. The restricted share units vest 30 percent on each of the first and second anniversaries of the grant date and the remaining 40 percent on the third anniversary of the grant date.
Jeffrey S. McFall as attorney-in-fact for Grant B. McGee05/04/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Kimberly-Clark (KMB) insider Grant B. McGee report in this Form 4?

Grant B. McGee reported routine equity compensation activity, including exercises of restricted share units into common stock and a new restricted share unit grant. The filing also shows automatic share surrenders to Kimberly-Clark to satisfy tax-withholding obligations tied to the vesting events.

How many Kimberly-Clark (KMB) shares were withheld for taxes in this filing?

The filing shows a total of 908 common shares withheld to satisfy tax obligations, through two automatic surrenders of 457 and 451 shares at $97.67 per share. These are coded as F transactions, indicating tax-withholding dispositions, not open-market sales.

What equity awards did Grant B. McGee receive from Kimberly-Clark (KMB)?

He received 5,324 restricted share units on a 1-for-1 basis in common stock under the Kimberly-Clark Corporation Equity Participation Plan. Additional restricted share units may accrue based on dividends paid on the company’s common stock, as described in the filing’s footnotes.

What restricted share units vested or were exercised for Kimberly-Clark (KMB)?

Restricted share units granted in prior years vested and were paid out in shares of common stock. Specifically, 1,160 and 1,144 restricted share units were exercised or converted into the same number of Kimberly-Clark common shares as part of scheduled vesting events described in the filing.

Are the Kimberly-Clark (KMB) insider transactions open-market buys or sells?

No open-market purchases or sales are reported. The transactions consist of exercises of restricted share units into common stock, a new restricted share unit grant, and automatic share surrenders to the issuer to cover tax-withholding obligations, all typical of stock-based compensation programs.