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Kimberly-Clark (KMB) CFO gets 19,053 RSUs, covers taxes in shares

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

Rhea-AI Filing Summary

Kimberly-Clark’s Chief Financial Officer Nelson Urdaneta reported equity award and vesting activity with no open-market trading. He received 19,053 restricted share units that are payable in shares of common stock and vest over three years. Separately, 3,387 restricted share units vested and were paid out in common stock.

To cover tax withholding obligations upon these vestings, a total of 8,831 shares of common stock were automatically surrendered back to the company at a reference price of $97.85 per share. After these compensation-related transactions, Urdaneta holds 46,654 shares of Kimberly-Clark common stock directly.

Positive

  • None.

Negative

  • None.
Insider Urdaneta Nelson
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Share Units 4/26/2023 (w/dividends reinvested) 3,387 $0.00 --
Grant/Award Common Stock 19,053 $0.00 --
Exercise Common Stock 3,387 $0.00 --
Tax Withholding Common Stock 1,333 $97.85 $130K
Tax Withholding Common Stock 7,498 $97.85 $734K
Holdings After Transaction: Restricted Share Units 4/26/2023 (w/dividends reinvested) — 0 shares (Direct, null); Common Stock — 46,654 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.
Shares surrendered for taxes 8,831 shares Automatic surrender to issuer for tax withholding at $97.85 per share
Tax withholding price $97.85 per share Reference price for 7,498 and 1,333 surrendered shares
New RSU award 19,053 restricted share units Grant under Kimberly-Clark Equity Participation Plan
RSUs vested 3,387 units Restricted share units converted into common stock
Post-transaction holdings 46,654 shares Kimberly-Clark common stock held directly by CFO after transactions
Tax withholding transactions 8,831 shares Two F-code dispositions to satisfy tax liabilities on vesting
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 of restricted shares units 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*
Urdaneta Nelson
(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 Financial Officer
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 Stock04/26/2026A19,053(1)A(1)$0.000046,654D
Common Stock04/26/2026M3,387(2)A$0.0000(3)50,041D
Common Stock04/26/2026F(4)1,333D$97.8548,708D
Common Stock04/26/2026F(5)7,498D$97.8541,210D
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)04/26/2026M3,387(2) (6) (6)Common Stock3,387$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 Nelson Urdaneta04/27/2026
** 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 Kimberly-Clark (KMB) CFO Nelson Urdaneta report?

Kimberly-Clark CFO Nelson Urdaneta reported compensation-related equity activity, including vesting of restricted share units into common stock and automatic share surrenders to cover tax withholding obligations. These Form 4 entries do not reflect open-market purchases or sales of Kimberly-Clark stock.

How many Kimberly-Clark (KMB) shares did the CFO surrender for taxes?

The CFO surrendered 8,831 Kimberly-Clark common shares to the issuer to satisfy tax withholding obligations tied to vesting restricted share units. Two Form 4 transactions show 7,498 and 1,333 shares surrendered at a reference price of $97.85 per share, all as automatic, non-market events.

What new equity awards did the Kimberly-Clark (KMB) CFO receive?

Nelson Urdaneta received 19,053 restricted share units under the Kimberly-Clark Equity Participation Plan. These units are payable on a one-for-one basis in common stock and vest 30% on each of the first two anniversaries of the grant and 40% on the third anniversary.

Did the Kimberly-Clark (KMB) CFO buy or sell shares on the open market?

The reported Form 4 transactions do not involve open-market buying or selling. They show an equity grant, vesting of restricted share units into common stock, and automatic surrender of shares back to Kimberly-Clark solely to cover tax withholding obligations associated with those vestings.

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

Following the reported Form 4 transactions, Nelson Urdaneta directly holds 46,654 Kimberly-Clark common shares. This figure reflects the net position after restricted share units vested into stock and certain shares were automatically surrendered to the company to satisfy related tax withholding obligations.

What are performance-based restricted share units at Kimberly-Clark (KMB)?

Performance-based restricted share units are awards that vest based on performance conditions and are paid in common stock. The filing notes such units vested and were settled in shares, with additional units accrued from reinvested dividends, and some shares automatically surrendered to cover tax obligations at vesting.