Kenvue science chief exchanges 77,709 shares
Kenvue common shares were exchanged for K-C stock and cash, while equity awards were assumed and converted into K-C awards.
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Form Type
4
Rhea-AI Filing Summary
Kenvue Inc. was acquired by Kimberly-Clark Corporation on November 2, 2026. Its Chief Scientific Officer, Caroline Tillett, reported disposition of 77,709 Kenvue common shares; under the merger terms, each share was exchanged for 0.14625 shares of K-C common stock plus $3.50 cash.
Her stock options were assumed and converted into K-C options, with option share counts and exercise prices adjusted under the Equity Award Exchange Ratio. Her 79,075 Kenvue RSUs were assumed and converted into equivalent K-C awards, and her performance stock units into K-C stock unit awards. PSUs granted on December 7, 2023 converted based on 128.3% of target achievement; those granted in 2024 and 2025 converted based on 100%.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
Tillett Caroline
Role
Chief Scientific Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F2 | 111,009 | -- | -- |
| Disposition | Stock Options F1, F2 | 113,957 | -- | -- |
| Disposition | Stock Options F1, F2 | 39,705 | -- | -- |
| Disposition | Stock Options F1, F2 | 74,422 | -- | -- |
| Disposition | Stock Options F1, F2 | 73,348 | -- | -- |
| Disposition | Stock Options F1, F2 | 75,541 | -- | -- |
| Disposition | Stock Options F1, F2 | 81,837 | -- | -- |
| Disposition | Restricted Stock Units F3, F1, F4 | 79,075 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 12,230.75 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 12,230.75 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 61,001.38 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 61,001.38 | -- | -- |
| Disposition | Common Stock F1 | 77,709 | -- | -- |
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, 569,819 to 0 contracts (Direct);
Restricted Stock Units, 79,075 to 0 contracts (Direct);
Common Stock, 77,709 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: 77,709 shares
K-C stock consideration per Kenvue common share: 0.14625 shares
Cash consideration per Kenvue common share: $3.50
+5 more
8 metrics
Kenvue common shares disposed
77,709 shares
Caroline Tillett's transaction on November 2, 2026
K-C stock consideration per Kenvue common share
0.14625 shares
Merger consideration
Cash consideration per Kenvue common share
$3.50
Merger consideration
Restricted stock units disposed
79,075 units
Assumed and converted into equivalent K-C awards
Performance stock units reported as acquired and disposed
12,230.75 units
Transaction rows dated November 2, 2026
Performance stock units reported as acquired and disposed
61,001.38 units
Transaction rows dated November 2, 2026
Target achievement for December 7, 2023 PSU grants
128.3%
Applied when the PSUs converted at the Effective Time
Target achievement for 2024 and 2025 PSU grants
100%
Applied when the PSUs converted at the Effective Time
Key Terms
Equity Award Exchange Ratio, Merger Consideration, restricted stock unit ("RSU"), performance stock unit ("PSU")
4 terms
Equity Award Exchange Ratio financial
"adjusted based on the Equity Award Exchange Ratio"
Merger Consideration financial
"the "Cash Consideration" and, together with the Stock 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.
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") corresponds 1 for 1"
performance stock unit ("PSU") financial
"Each performance stock unit ("PSU") corresponds 1 for 1"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Caroline Tillett's stock awards treated in the Kenvue merger?
Her Kenvue options and unvested RSUs were assumed and converted into K-C awards, with option share counts and exercise prices adjusted under the Equity Award Exchange Ratio. Kenvue PSUs converted into K-C stock unit awards using 128.3% target achievement for December 7, 2023 grants and 100% for 2024 and 2025 grants.
AI-generated analysis. How Rhea-AI works. Not financial advice.
