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Kimberly-Clark (NYSE: KMB) COO gets RSU award, withholds shares for taxes

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

Rhea-AI Filing Summary

Kimberly-Clark President and COO Torres Russell reported routine equity compensation activity. On May 1, 2026, he exercised restricted share units into a total of 7,304 shares of common stock and received a new grant of 17,610 restricted share units payable 1-for-1 in common shares.

To cover tax obligations on vesting, 2,876 shares of common stock were automatically surrendered back to Kimberly-Clark at $97.67 per share. These F-code dispositions were tax-withholding events, not open-market sales, and Torres Russell’s remaining derivative holdings after these transactions are not shown in the provided data.

Positive

  • None.

Negative

  • None.
Insider Torres Russell
Role President and COO
Type Security Shares Price Value
Exercise Restricted Share Units 5/01/2024 (w/Dividends reinvested) 3,146 $0.00 --
Exercise Restricted Share Units 5/01/2025 (w/dividends reinvested) 4,158 $0.00 --
Grant/Award Restricted Share Units 5/1/2026 (w/dividends reinvested) 17,610 $0.00 --
Exercise Common Stock 4,158 $0.00 --
Exercise Common Stock 3,146 $0.00 --
Tax Withholding Common Stock 1,239 $97.67 $121K
Tax Withholding Common Stock 1,637 $97.67 $160K
Holdings After Transaction: Restricted Share Units 5/01/2024 (w/Dividends reinvested) — 4,196 shares (Direct, null); Restricted Share Units 5/01/2025 (w/dividends reinvested) — 9,705 shares (Direct, null); Restricted Share Units 5/1/2026 (w/dividends reinvested) — 17,610 shares (Direct, null); Common Stock — 86,024 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 2,876 shares Shares surrendered to issuer at $97.67 on May 1, 2026
Tax-withholding price $97.67/share Value used for F-code dispositions on May 1, 2026
Shares from RSU exercises 7,304 shares Common stock acquired via M-code derivative exercises
New RSU grant 17,610 RSUs Restricted share units granted, payable 1-for-1 in common stock
Exercise transactions 2 transactions Derivative exercises (M code) on May 1, 2026
Tax-withholding transactions 2 transactions F-code dispositions for tax obligations on May 1, 2026
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.
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."
Exercise or conversion of derivative security financial
"transaction code description: Exercise or conversion of derivative security"
Grant, award, or other acquisition financial
"transaction code description: Grant, award, or other acquisition"
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*
Torres Russell
(Last)(First)(Middle)
1400 HOLCOMB BRIDGEWATER RD
(Street)
ROSWELL GEORGIA 30076
(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)
President and COO
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 Stock05/01/2026M4,158(1)A$0.0000(2)86,024D
Common Stock05/01/2026M3,146(1)A$0.0000(2)89,170D
Common Stock05/01/2026F(3)1,239D$97.6787,931D
Common Stock05/01/2026F(3)1,637D$97.6786,294D
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)05/01/2026M3,146(1) (4) (4)Common Stock3,146$0.0000(2)4,196D
Restricted Share Units 5/01/2025 (w/dividends reinvested)(2)05/01/2026M4,158(1) (4) (4)Common Stock4,158$0.0000(2)9,705D
Restricted Share Units 5/1/2026 (w/dividends reinvested)(2)05/01/2026A17,610 (4) (4)Common Stock17,610$0.0000(2)17,610D
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 Russell Torres05/04/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did KMB President and COO Torres Russell report?

Torres Russell reported vesting and exercises of restricted share units into 7,304 Kimberly-Clark common shares and a new grant of 17,610 restricted share units. He also surrendered 2,876 shares back to the company to satisfy tax withholding obligations tied to these equity awards.

Were Torres Russell’s Form 4 share disposals in Kimberly-Clark (KMB) open-market sales?

No. The Form 4 shows 2,876 Kimberly-Clark shares were automatically surrendered to the issuer at $97.67 per share to cover tax withholding. These F-code transactions are tax-withholding dispositions, not open-market sales, and do not reflect discretionary selling into the market.

How many restricted share units did Kimberly-Clark (KMB) grant to Torres Russell?

He received a grant of 17,610 restricted share units payable on a 1-for-1 basis in Kimberly-Clark common stock. Additional units may accrue over time based on dividends paid on the company’s common stock, according to the plan description in the filing.

What share price was used for Torres Russell’s tax-withholding share surrender at Kimberly-Clark?

The tax-withholding dispositions used a price of $97.67 per Kimberly-Clark common share. In total, 2,876 shares were automatically surrendered back to the company at that price to satisfy the reporting person’s tax obligations related to vested restricted share units.

How do the restricted share units for KMB’s Torres Russell vest over time?

The filing states restricted share units vest 30 percent on each of the first and second anniversaries of the grant date, with the remaining 40 percent vesting on the third anniversary. Vested units are then paid out in Kimberly-Clark common shares under the equity plan.