Kenvue COO Meredith Stevens exchanges 114,183 shares
Merger terms exchanged each Kenvue share for 0.14625 Kimberly-Clark shares and $3.50 cash, while unvested equity awards converted into Kimberly-Clark awards.
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Form Type
4
Rhea-AI Filing Summary
Kenvue Inc. Chief Operations Officer Meredith Stevens reported merger-related transactions dated November 2, 2026, including the disposition of 114,183 Kenvue common shares; the reported post-transaction holding was zero. Under the merger terms, each Kenvue common share was exchanged for 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash.
Outstanding options were assumed and converted into options for Kimberly-Clark stock, while unvested RSUs and PSUs were assumed and converted into Kimberly-Clark awards. The RSU disposition covered 115,118 shares, with a reported post-transaction balance of zero. PSU entries recorded acquisitions and dispositions of 23,917 and 91,384 units. PSUs granted in 2023 converted based on 128.3% of target achievement; 2024 and 2025 grants converted based on 100%.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
Stevens Meredith
Role
Chief Operations Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F2 | 160,481 | -- | -- |
| Disposition | Stock Options F1, F2 | 164,742 | -- | -- |
| Disposition | Stock Options F1, F2 | 77,647 | -- | -- |
| Disposition | Stock Options F1, F2 | 79,801 | -- | -- |
| Disposition | Stock Options F1, F2 | 103,566 | -- | -- |
| Disposition | Stock Options F1, F2 | 96,721 | -- | -- |
| Disposition | Stock Options F1, F2 | 128,197 | -- | -- |
| Disposition | Restricted Stock Units F3, F1, F4 | 115,118 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 23,917.45 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 23,917.45 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 91,384.36 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 91,384.36 | -- | -- |
| Disposition | Common Stock F1 | 114,183 | -- | -- |
Holdings After Transaction:
Stock Options — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (Direct);
Performance Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Holdings Before and After:
Stock Options, 811,155 to 0 contracts (Direct);
Restricted Stock Units, 115,118 to 0 contracts (Direct);
Common Stock, 114,183 to 0 shares (Direct)
Footnotes (6)
- F1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
- F2. Pursuant to the Merger Agreement, each outstanding option to purchase the Company's Common Stock (a "Company Option"), whether vested or unvested, was assumed and converted into an option to acquire a number of shares of K-C Common Stock equal to the number of shares of Company Common Stock under such Company Option, subject to same terms and conditions that applied prior to the Effective Time, except that the exercise price and the number of shares of K-C Common Stock issuable upon exercise of such Company Option were adjusted based on the equity award exchange ratio determined under a formula in the Merger Agreement (the "Equity Award Exchange Ratio").
- F3. Each restricted stock unit ("RSU") corresponds 1 for 1 with the Company's Common Stock.
- F4. Pursuant to the Merger Agreement, each unvested RSU was assumed and converted into an equivalent K-C award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time (including any additional Company RSUs credited as Company DERs with respect to such Issuer RSU Award immediately prior to the Effective Time) and (b) the Equity Award Exchange Ratio, subject to the same terms and conditions that applied prior to the Effective Time.
- F5. Each performance stock unit ("PSU") corresponds 1 for 1 with the Company's common stock.
- F6. Pursuant to the Merger Agreement, each PSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time (including any additional Company RSUs credited as Company DERs with respect to such Company RSU prior to the Effective Time) and (b) the Equity Award Exchange Ratio, subject to the same terms and conditions (other than performance-based vesting) that applied prior to the Effective Time. The PSUs granted on December 7, 2023 converted based on 128.3% of target achievement as of the Effective Time, as determined by the Compensation & Human Capital Committee (the "CHCC") of the Company's Board of Directors. The PSUs granted in 2024 and 2025 converted based on 100% of target achievement as of the Effective Time, as determined by the CHCC.
Key Figures
Kenvue common shares disposed: 114,183 shares
Reported post-transaction common shares: 0 shares
RSUs disposed: 115,118 shares
+5 more
8 metrics
Kenvue common shares disposed
114,183 shares
Merger-related transaction dated November 2, 2026
Reported post-transaction common shares
0 shares
After the November 2, 2026 transaction
RSUs disposed
115,118 shares
Merger-related transaction dated November 2, 2026
Reported post-transaction RSUs
0 shares
After the November 2, 2026 transaction
PSU units acquired and disposed
23,917 units
Merger-related transaction dated November 2, 2026
PSU units acquired and disposed
91,384 units
Merger-related transaction dated November 2, 2026
Stock Consideration
0.14625 shares of Kimberly-Clark common stock per Kenvue share
Merger terms
Cash Consideration
$3.50 per Kenvue share
Merger terms
Key Terms
Merger Consideration, Equity Award Exchange Ratio, unvested RSU, performance stock unit, +1 more
5 terms
Merger Consideration financial
"the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration""
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Equity Award Exchange Ratio financial
"the "Equity Award Exchange Ratio""
unvested RSU financial
"each unvested RSU was assumed and converted"
performance stock unit financial
"Each performance stock unit ("PSU") corresponds 1 for 1"
A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.
target achievement financial
"converted based on 128.3% of target achievement"
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