Kenvue’s Dasgupta exchanges 16,419 shares in merger
Each Kenvue common share carried merger consideration of 0.14625 Kimberly-Clark shares plus $3.50 in cash.
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Form Type
4
Rhea-AI Filing Summary
Kenvue Inc. was acquired by Kimberly-Clark Corporation on November 2, 2026. The merger exchanged 16,419 of Anindya Dasgupta’s common shares; Dasgupta is Group President, Asia Pacific. Options covering 124,352 shares were converted into Kimberly-Clark options, with the share count and exercise price adjusted under the equity award exchange ratio. RSUs covering 136,081 shares were converted into equivalent Kimberly-Clark awards.
A 39,527-PSU award was acquired and converted into Kimberly-Clark stock unit awards. The 2024 and 2025 PSU grants converted at 100% of target achievement, as determined by Kenvue’s Compensation & Human Capital Committee.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Dasgupta Anindya
Role
Group President, Asia Pacific
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F2 | 124,352 | -- | -- |
| Disposition | Restricted Stock Units F3, F1, F4 | 136,081 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 39,527 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 39,527 | -- | -- |
| Disposition | Common Stock F1 | 16,419 | -- | -- |
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, 124,352 to 0 contracts (Direct);
Restricted Stock Units, 136,081 to 0 contracts (Direct);
Common Stock, 16,419 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 in 2024 and 2025 converted based on 100% of target achievement as of the Effective Time, as determined by the Compensation & Human Capital Committee of the Company's Board of Directors.
Key Figures
Merger stock consideration: 0.14625 Kimberly-Clark shares per Kenvue common share
Merger cash consideration: $3.50 per Kenvue common share
Common shares exchanged: 16,419 shares
+4 more
7 metrics
Merger stock consideration
0.14625 Kimberly-Clark shares per Kenvue common share
Merger consideration
Merger cash consideration
$3.50 per Kenvue common share
Merger consideration
Common shares exchanged
16,419 shares
Anindya Dasgupta’s reported merger transaction
Stock options
124,352 underlying Kenvue shares
Options assumed and converted into Kimberly-Clark options
Restricted stock units
136,081 shares
RSUs assumed and converted into Kimberly-Clark awards
Performance stock units
39,527 shares
PSUs converted into Kimberly-Clark stock unit awards
Target achievement
100%
2024 and 2025 PSU grants at the Effective Time
Key Terms
Equity Award Exchange Ratio, Stock Consideration, Cash Consideration, Effective Time, +1 more
5 terms
Equity Award Exchange Ratio financial
"adjusted based on the Equity Award Exchange Ratio"
Stock Consideration financial
"0.14625 shares of K-C common stock (the "Stock Consideration")"
Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.
Cash Consideration financial
"$3.50 in cash (the "Cash Consideration")"
Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.
Effective Time technical
"as of the Effective Time"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
performance-based vesting technical
"other than performance-based vesting"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Anindya Dasgupta’s performance stock units treated in the Kenvue merger?
The PSUs were converted into Kimberly-Clark stock unit awards, subject to the same terms except performance-based vesting. The 2024 and 2025 PSU grants converted based on 100% of target achievement, as determined by Kenvue’s Compensation & Human Capital Committee.
AI-generated analysis. How Rhea-AI works. Not financial advice.
