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Kimberly-Clark (KMB) executive logs RSU grant, vesting and tax share surrenders

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

Rhea-AI Filing Summary

Kimberly-Clark executive Jeffrey P. Melucci reported compensation-related stock activity involving restricted share units and tax withholding. On April 26, 2026, performance-based and time-based restricted share units vested and were paid out in common stock on a 1-for-1 basis. As part of this vesting, a total of 7,196 common shares were automatically surrendered to Kimberly-Clark at $97.85 per share to cover tax withholding obligations, rather than being sold on the open market. Melucci also received a new grant of 15,525 restricted share units under the company’s Equity Participation Plan, which vest in tranches over three years and accrue additional units based on dividends.

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Insider Melucci Jeffrey P.
Role Chief Bus., Strat. & Admin.
Type Security Shares Price Value
Exercise Restricted Share Units 4/26/2023 (w/dividends reinvested) 2,759 $0.00 --
Grant/Award Common Stock 15,525 $0.00 --
Exercise Common Stock 2,759 $0.00 --
Tax Withholding Common Stock 1,086 $97.85 $106K
Tax Withholding Common Stock 6,110 $97.85 $598K
Holdings After Transaction: Restricted Share Units 4/26/2023 (w/dividends reinvested) — 0 shares (Direct, null); Common Stock — 65,186 shares (Direct, null)
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.
Tax-withholding shares 7,196 shares Common stock automatically surrendered for tax obligations at $97.85
Tax-withholding price $97.85 per share Value used for automatic surrender of 7,196 shares
New RSU grant 15,525 units Restricted share units granted under Equity Participation Plan
RSUs converted 2,759 units Restricted share units vested and converted into common stock
Tax-withholding transactions 2 transactions Code F dispositions to satisfy tax liabilities
Derivative exercises 1 transaction Code M exercise of RSUs into common stock
performance-based restricted share units financial
"Represents performance-based restricted share units that have vested and are paid out in shares of common stock"
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.
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
"Restricted share units payable on a 1-for-1 basis, 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"
dividends reinvested financial
"includes restricted share units which were accrued based on dividends paid on the Corporation's common stock"
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*
Melucci Jeffrey P.
(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)
Chief Bus., Strat. & Admin.
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 Stock04/26/2026A15,525(1)A(1)$0.000065,186D
Common Stock04/26/2026M2,759(2)A$0.0000(3)67,945D
Common Stock04/26/2026F(4)1,086D$97.8566,859D
Common Stock04/26/2026F(5)6,110D$97.8560,749D
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)04/26/2026M2,759(2) (6) (6)Common Stock2,759$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.
Jeffrey S. McFall as attorney-in-fact for Jeffrey P. Melucci04/27/2026
** 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 insider transactions did KMB executive Jeffrey Melucci report on April 26, 2026?

Jeffrey P. Melucci reported vesting of restricted share units into Kimberly-Clark common stock and a new restricted share unit grant. The filing also shows automatic share surrenders back to the company to satisfy tax withholding obligations at $97.85 per share, not open-market sales.

How many Kimberly-Clark (KMB) shares were surrendered for taxes in this Form 4?

The Form 4 shows 7,196 Kimberly-Clark common shares automatically surrendered to the issuer to cover tax withholding. These are recorded as code F transactions at $97.85 per share, reflecting tax payments tied to vesting awards rather than discretionary market sales.

What new equity award did Kimberly-Clark grant to Jeffrey Melucci in this filing?

Kimberly-Clark granted Jeffrey Melucci 15,525 restricted share units with a zero dollar grant price. These RSUs were issued under the Equity Participation Plan and are scheduled to vest 30% in each of the first two years and 40% in the third year after grant.

What happened to Jeffrey Melucci’s performance-based RSUs at Kimberly-Clark (KMB)?

Performance-based restricted share units vested and were paid out in Kimberly-Clark common stock on a 1-for-1 basis. The Form 4 notes additional units had accrued from dividends, and some resulting shares were automatically surrendered to the issuer to satisfy tax withholding obligations.

Were there any open-market buys or sells by Kimberly-Clark executive Jeffrey Melucci?

The reported transactions are vesting-related grants, conversions, and tax-withholding dispositions, not open-market trades. Code F entries represent automatic surrenders of shares back to Kimberly-Clark to pay tax liabilities, while code A and M reflect awards and derivative exercises.

How do the restricted share units for KMB’s Jeffrey Melucci vest over time?

The restricted share units vest in three stages: 30% on the first anniversary of the grant date, 30% on the second anniversary, and the remaining 40% on the third anniversary. Additional RSUs accrue over time as dividends are paid on Kimberly-Clark’s common stock.