How were dividend-based restricted share units handled for Kimberly-Clark’s Grant B. McGee?

The restricted share units included additional units accrued based on dividends paid on Kimberly-Clark’s common stock. Upon vesting, all such units were paid out in shares of common stock according to the plan terms.

Kimberly-Clark GC reports RSU vesting, tax share surrender

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Kimberly-Clark Corporation’s General Counsel and Secretary, Grant B. McGee, reported the vesting of restricted share units and related share transactions. On January 31, 2026, 3,529 restricted share units granted on May 1, 2024 converted into the same number of shares of common stock at an exercise price of $0.0000 per share. In connection with this vesting, 1,451 shares of common stock were automatically surrendered to the issuer at $99.99 per share to satisfy tax withholding obligations. After these transactions, McGee directly held 4,748 shares of Kimberly-Clark common stock.

Insider Trade Summary

Net Buyer: 2,078 shares

Net Buy 3 txns

Insider McGee Grant B

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units 5/01/2024 (2 year)	3,529	$0.00	$0.00
Exercise	Common Stock	3,529	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,451	$99.99	$145K

Holdings After Transaction: Restricted Share Units 5/01/2024 (2 year) — 0 shares (Direct); Common Stock — 4,748 shares (Direct)

Footnotes (4)

F1. 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.
F2. 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.
F3. 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.
F4. Represents restricted share units that have vested and are paid out in shares of common stock.

FAQ

What insider transaction did KMB’s Grant B. McGee report on January 31, 2026?

Grant B. McGee reported the vesting of 3,529 restricted share units into Kimberly-Clark common stock on January 31, 2026. These units converted on a one-for-one basis into shares under the company’s Equity Participation Plan.

How many Kimberly-Clark (KMB) shares did Grant B. McGee surrender for taxes?

McGee surrendered 1,451 Kimberly-Clark common shares to the issuer to cover tax withholding. The surrender occurred at a price of $99.99 per share in connection with the restricted share unit vesting.

What is Grant B. McGee’s shareholding in Kimberly-Clark (KMB) after this Form 4?

Following the reported transactions, Grant B. McGee directly owned 4,748 shares of Kimberly-Clark common stock. This reflects the net position after RSU conversion and automatic share surrender for tax withholding.

What type of derivative security vested for the Kimberly-Clark (KMB) insider?

The derivative security was restricted share units granted on May 1, 2024 with a two-year term. These units vested and were paid out in shares of Kimberly-Clark common stock on a one-for-one basis, with additional units accrued from dividends.

What does transaction code F mean in this Kimberly-Clark (KMB) Form 4?

Transaction code F indicates an automatic share disposition to satisfy tax withholding obligations. In this case, 1,451 shares were surrendered to Kimberly-Clark when McGee’s restricted share units vested.

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Accepted by SEC EDGAR 02/02/2026 - 03:28 PM

SEC Form 4

FORM 4

UNITED 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

75261-9100

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KIMBERLY CLARK CORP [ KMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2026		M		3,529⁽¹⁾	A	$0.0000⁽²⁾	6,199	D
Common Stock	01/31/2026		F⁽³⁾		1,451	D	$99.99	4,748	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units 5/01/2024 (2 year)	⁽²⁾	01/31/2026		M			3,529⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	3,529	$0.0000⁽²⁾	0.0000	D

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. Represents restricted share units that have vested and are paid out in shares of common stock.

	Jeffrey S. McFall as attorney-in-fact for Grant B. McGee	02/02/2026
	** Signature of Reporting Person	Date
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.

Source: View Original Filing on SEC EDGAR