Kenvue executive exchanges 17,107 shares in merger
The merger terms exchanged each Kenvue common share for Kimberly-Clark stock and cash, while equity awards were converted into Kimberly-Clark awards.
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Form Type
4
Rhea-AI Filing Summary
Kenvue Inc. Group President, Latin America Curado Gomes de Lemos Leonardo reported merger-related transactions dated November 2, 2026, when Kimberly-Clark Corporation acquired Kenvue. Each Kenvue common share was exchanged for 0.14625 shares of Kimberly-Clark common stock plus $3.50 cash.
The report lists dispositions of 17,107 common shares, 12,818 stock options and 64,194 restricted stock units. The options and unvested RSUs were assumed and converted into Kimberly-Clark awards under the merger terms. It also reports 4,150 performance stock units acquired and 4,150 disposed; the PSUs were assumed and converted into Kimberly-Clark stock unit awards.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Curado Gomes de Lemos Leonardo
Role
Group President, Latin America
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F2 | 12,818 | -- | -- |
| Disposition | Restricted Stock Units F3, F1, F4 | 64,194 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 4,150 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 4,150 | -- | -- |
| Disposition | Common Stock F1 | 17,107 | -- | -- |
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, 12,818 to 0 contracts (Direct);
Restricted Stock Units, 64,194 to 0 contracts (Direct);
Common Stock, 17,107 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 shares of Kimberly-Clark common stock per Kenvue common share
Merger cash consideration: $3.50 per Kenvue common share
Common shares disposed: 17,107 shares
+4 more
7 metrics
Merger stock consideration
0.14625 shares of Kimberly-Clark common stock per Kenvue common share
Merger consideration on November 2, 2026
Merger cash consideration
$3.50 per Kenvue common share
Merger consideration on November 2, 2026
Common shares disposed
17,107 shares
Reported for November 2, 2026
Stock options disposed
12,818 options
Reported for November 2, 2026
Reported option exercise price
$23.96 per share
Stock options reported for November 2, 2026
Restricted stock units disposed
64,194 units
Reported for November 2, 2026
Performance stock units acquired and disposed
4,150 units acquired; 4,150 units disposed
Reported for November 2, 2026
Key Terms
Merger Consideration, Stock Consideration, Cash Consideration, Equity Award Exchange Ratio, +1 more
5 terms
Merger Consideration financial
"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.
Stock Consideration financial
"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
"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.
Equity Award Exchange Ratio financial
"the "Equity Award Exchange Ratio""
performance stock unit financial
"Each performance stock unit ("PSU")"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to the Kenvue stock options and restricted stock units?
The report lists dispositions of 12,818 stock options and 64,194 restricted stock units. The outstanding options were assumed and converted into Kimberly-Clark options, and the unvested RSUs were assumed and converted into Kimberly-Clark awards under the merger terms.
How were the Kenvue performance stock units converted?
The report lists 4,150 performance stock units acquired and 4,150 disposed. The PSUs were assumed and converted into Kimberly-Clark stock unit awards; the 2024 and 2025 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.
