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Kimberly-Clark (NYSE: KMB) CEO reports RSU grants, vesting and tax share surrenders

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

Rhea-AI Filing Summary

Kimberly-Clark CEO Michael D. Hsu reported multiple equity compensation events involving the company’s common stock. On April 26, 2026, he received 76,208 shares as a grant or award and exercised 13,548 previously granted restricted share units into common stock.

To cover tax obligations upon vesting of restricted and performance-based restricted share units, a total of 35,320 shares were automatically surrendered to the issuer at $97.85 per share, recorded as tax-withholding dispositions rather than open-market sales. Following these transactions, Hsu held 355,029 shares directly and 21,991 shares indirectly through a trust.

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Insider Hsu Michael D.
Role Chairman of the Board and CEO
Type Security Shares Price Value
Exercise Restricted Share Units 4/26/2023 (w/dividends reinvested) 13,548 $0.00 --
Grant/Award Common Stock 76,208 $0.00 --
Exercise Common Stock 13,548 $0.00 --
Tax Withholding Common Stock 5,332 $97.85 $522K
Tax Withholding Common Stock 29,988 $97.85 $2.93M
holding Common Stock -- -- --
Holdings After Transaction: Restricted Share Units 4/26/2023 (w/dividends reinvested) — 0 shares (Direct, null); Common Stock — 341,481 shares (Direct, null); Common Stock — 21,991 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents performance-based restricted share units that have vested and are paid out in shares of common stock and includes restricted share units which were accrued based on dividends paid on the Corporation's common stock. 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. This transaction represents the automatic surrender of shares to the issuer upon vesting of performance-based restricted share 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.
RSU grant 76,208 shares Grant or award of common stock on April 26, 2026
RSUs exercised 13,548 shares Restricted share units converted into common stock
Tax-withholding shares 35,320 shares Shares surrendered to issuer for tax withholding
Withholding price $97.85 per share Value used for tax-withholding dispositions
Direct holdings after 355,029 shares Direct common stock owned following transactions
Indirect holdings after 21,991 shares Common stock held indirectly by trust
restricted share units financial
"Represents restricted share units that have vested and are paid out in shares"
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.
performance-based restricted share units financial
"Represents performance-based restricted share units that have vested and are paid out"
Performance-based restricted share units are promises to give company stock to employees or executives only if the business hits specified targets, such as revenue, profit or stock performance; think of them as a bonus paid in shares that only vests when certain goals are met. They matter to investors because they align management incentives with shareholder outcomes, can dilute share count when paid out, and reveal how leadership is being rewarded and what milestones the company expects to reach.
Equity Participation Plan financial
"granted under the Kimberly-Clark Corporation Equity Participation Plan"
tax withholding obligations financial
"automatic surrender of shares to the issuer upon vesting ... to satisfy the reporting person's tax withholding obligations"
automatic surrender of shares financial
"This transaction represents the automatic surrender of shares to the issuer upon vesting"
Form 4 Insider Transactions: What Each Field Means →
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*
Hsu Michael D.
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman of the Board and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2026		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 Stock04/26/2026A76,208(1)A(1)$0.0000341,481D
Common Stock04/26/2026M13,548(2)A$0.0000(3)355,029D
Common Stock04/26/2026F(4)5,332D$97.85349,697D
Common Stock04/26/2026F(5)29,988D$97.85319,709D
Common Stock21,991IBy Trust
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 4/26/2023 (w/dividends reinvested)(3)04/26/2026M13,548(2) (6) (6)Common Stock13,548$0.0000(3)0.0000D
Explanation of Responses:
1. Represents performance-based restricted share units that have vested and are paid out in shares of common stock and includes restricted share units which were accrued based on dividends paid on the Corporation's common stock.
2. 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.
3. 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.
4. 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.
5. This transaction represents the automatic surrender of shares to the issuer upon vesting of performance-based restricted share units to satisfy the reporting person's tax withholding obligations.
6. 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.
/s/ Jeffrey S. McFall as attorney-in-fact for Michael D. Hsu04/27/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Kimberly-Clark (KMB) CEO Michael Hsu report in this Form 4?

Michael Hsu reported equity compensation activity in Kimberly-Clark common stock, including a grant of 76,208 shares, exercise of 13,548 restricted share units, and automatic share surrenders to cover tax obligations tied to vesting of restricted and performance-based units.

How many Kimberly-Clark (KMB) shares did the CEO receive or vest in?

Michael Hsu received a grant or award of 76,208 Kimberly-Clark common shares and exercised 13,548 restricted share units into common stock, reflecting vesting and settlement of equity compensation awarded under the company’s equity participation plans.

Were any of the Kimberly-Clark (KMB) CEO’s shares sold on the open market?

The filing shows tax-withholding dispositions, not open-market sales. A total of 35,320 shares were automatically surrendered to Kimberly-Clark at $97.85 per share to satisfy tax obligations triggered by vesting of restricted and performance-based restricted share units.

How many Kimberly-Clark (KMB) shares does the CEO hold after these transactions?

After the reported transactions, Michael Hsu directly held 355,029 Kimberly-Clark common shares and indirectly held 21,991 shares through a trust, according to the Form 4 ownership figures following the vesting, exercises, and tax-withholding dispositions.

What role do restricted share units play in Kimberly-Clark (KMB) CEO compensation?

The Form 4 shows both restricted share units and performance-based restricted share units vesting and paying out in shares. These units, granted under Kimberly-Clark’s Equity Participation Plan, accrue additional units based on dividends and are settled 1-for-1 in common stock at vesting.

How were the tax obligations handled for Kimberly-Clark (KMB) CEO’s vesting awards?

Tax obligations were satisfied through automatic surrender of shares to Kimberly-Clark. Specifically, 29,988 shares and 5,332 shares were surrendered at $97.85 per share to cover withholding on vesting of restricted and performance-based restricted share units, as described in the footnotes.