Kimberly-Clark (NYSE: KMB) COO gets stock awards, surrenders shares for tax

Rhea-AI Filing Summary

Kimberly-Clark President and COO Russell Torres reported compensation-related share activity, not open-market trades. He received an award of 21,169 shares of common stock and 3,763 restricted share units were converted into common stock in connection with vesting.

To cover tax obligations upon vesting of restricted and performance-based restricted share units, 9,812 shares were automatically surrendered back to the company at a price of $97.85 per share. After these transactions, he directly owns 87,915 shares of Kimberly-Clark common stock.

Insider Trade Summary

3,763 shares exercised/converted

Mixed 5 txns

Insider Torres Russell

Role President and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units 4/26/2023 (w/dividends reinvested)	3,763	$0.00	--
Grant/Award	Common Stock	21,169	$0.00	--
Exercise	Common Stock	3,763	$0.00	--
Tax Withholding	Common Stock	1,481	$97.85	$145K
Tax Withholding	Common Stock	8,331	$97.85	$815K

Holdings After Transaction: Restricted Share Units 4/26/2023 (w/dividends reinvested) — 0 shares (Direct, null); Common Stock — 87,915 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.

Key Figures

Shares surrendered for tax: 9,812 shares Tax surrender price: $97.85 per share Equity award: 21,169 shares +2 more

5 metrics

Shares surrendered for tax 9,812 shares Automatic surrender to issuer to cover tax obligations

Tax surrender price $97.85 per share Price used for automatic tax-withholding share disposition

Equity award 21,169 shares Grant or award of Kimberly-Clark common stock

RSUs converted 3,763 units Restricted share units converted into common stock on vesting

Post-transaction holdings 87,915 shares Direct ownership of Kimberly-Clark common stock after transactions

Key Terms

performance-based restricted share units, restricted share units, Equity Participation Plan, tax withholding obligations, +1 more

5 terms

performance-based restricted share units financial

"Represents performance-based restricted share units that have vested and are paid out in shares"

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"

1-for-1 basis financial

"Restricted share units payable on a 1-for-1 basis, granted under the Kimberly-Clark Corporation Equity Participation Plan"

Form 4 Insider Transactions: What Each Field Means →

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/26/2026		A		21,169(1)	A(1)	$0.0000	87,915	D
Common Stock	04/26/2026		M		3,763(2)	A	$0.0000(3)	91,678	D
Common Stock	04/26/2026		F(4)		1,481	D	$97.85	90,197	D
Common Stock	04/26/2026		F(5)		8,331	D	$97.85	81,866	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units 4/26/2023 (w/dividends reinvested)	(3)	04/26/2026		M			3,763(2)	(6)	(6)	Common Stock	3,763	$0.0000(3)	0.0000	D

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 Russell Torres	04/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Kimberly-Clark (KMB) President and COO Russell Torres report in this Form 4?

Russell Torres reported equity compensation activity, including an award of 21,169 Kimberly-Clark common shares and the vesting of 3,763 restricted share units. Related tax obligations were settled through an automatic share surrender back to the company rather than open-market sales.

Did the Kimberly-Clark (KMB) COO sell shares in the open market in this filing?

No, the filing shows no open-market sales. Instead, 9,812 shares were automatically surrendered to Kimberly-Clark at $97.85 per share to satisfy tax withholding obligations tied to vesting restricted and performance-based restricted share units, a common administrative mechanism for equity compensation.

How many Kimberly-Clark (KMB) shares did the COO receive as awards or vesting?

Russell Torres received 21,169 shares as a grant or award and 3,763 shares from the conversion of restricted share units. These shares reflect equity compensation vesting rather than market purchases, aligning with the company’s equity participation and restricted share unit programs.

How many Kimberly-Clark (KMB) shares were used to cover the COO’s taxes?

A total of 9,812 Kimberly-Clark shares were automatically surrendered to the issuer at $97.85 per share. This covered tax withholding liabilities upon vesting of restricted and performance-based restricted share units, as described in the footnotes to the Form 4 filing.

What is Russell Torres’ direct Kimberly-Clark (KMB) share ownership after these transactions?

Following the reported equity award, restricted share unit conversion, and tax-related share surrenders, Russell Torres directly owns 87,915 shares of Kimberly-Clark common stock. This figure reflects his post-transaction holdings as shown in the non-derivative ownership table of the Form 4.