Kenvue CEO exchanges 62,555 shares in completed merger
Each Kenvue common share was exchanged for 0.14625 Kimberly-Clark shares plus $3.50 cash, while equity awards followed separate conversion terms.
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Form Type
4
Rhea-AI Filing Summary
On November 2, 2026, Kenvue Inc. CEO Perry Kirk reported merger-related dispositions as Kimberly-Clark Corporation acquired Kenvue. Kirk’s 62,555 common shares were exchanged for 0.14625 shares of Kimberly-Clark common stock plus $3.50 cash per Kenvue share. His 614,250 shares subject to stock options were assumed and converted into Kimberly-Clark options, with the share count and exercise price adjusted under the merger agreement formula. His 509,004 RSUs vested at the effective time and converted into the right to receive merger consideration; his 14,874.34 DSUs were assumed and converted into Kimberly-Clark stock-unit awards.
Insider Trade Summary
Disposition: 1,200,683.34 shares
Disposition
4 txns
Insider
Perry Kirk
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F2 | 614,250 | -- | -- |
| Disposition | Restricted Stock Units F3, F1, F4 | 509,004 | -- | -- |
| Disposition | Deferred Share Units F5, F1, F6 | 14,874.34 | -- | -- |
| Disposition | Common Stock F1 | 62,555 | -- | -- |
Holdings After Transaction:
Stock Options — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (Direct);
Deferred Share Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Holdings Before and After:
Stock Options, 614,250 to 0 contracts (Direct);
Restricted Stock Units, 509,004 to 0 contracts (Direct);
Deferred Share Units, 14,874.34 to 0 contracts (Direct);
Common Stock, 62,555 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 RSU that vested by its terms at the Effective Time was canceled and converted into the right to receive the Merger Consideration as if the Company RSU had been settled in shares of Company Common Stock (including any additional Company RSUs credited as accumulated dividend equivalent rights ("Company DERs") immediately prior to the Effective Time. The reporting person's RSUs vested as of the Effective Time pursuant to the terms of his offer letter.
- F5. Each deferred share unit ("DSU") represents the right to receive one share of Company Common Stock.
- F6. Pursuant to the Merger Agreement, each DSU 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 DSU immediately prior to the Effective Time (including any additional DSUs credited as Company DERs with respect to such DSU 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.
Key Figures
Kenvue common shares exchanged: 62,555 shares
Shares subject to stock options: 614,250 shares
Restricted stock units: 509,004 RSUs
+3 more
6 metrics
Kenvue common shares exchanged
62,555 shares
Perry Kirk's reported common-stock disposition on November 2, 2026
Shares subject to stock options
614,250 shares
Options assumed and converted into Kimberly-Clark options
Restricted stock units
509,004 RSUs
Vested at the effective time and converted into the right to receive merger consideration
Deferred share units
14,874.34 DSUs
Assumed and converted into Kimberly-Clark stock-unit awards
Stock consideration
0.14625 shares of Kimberly-Clark common stock per Kenvue common share
Merger consideration
Cash consideration
$3.50 per Kenvue common share
Merger consideration
Key Terms
Equity Award Exchange Ratio, restricted stock unit, deferred share unit, Merger Consideration
4 terms
Equity Award Exchange Ratio financial
"adjusted based on the equity award exchange ratio"
restricted stock unit financial
"Each restricted stock unit ("RSU") corresponds 1 for 1"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Kenvue CEO Perry Kirk report on November 2, 2026?
Perry Kirk reported merger-related dispositions of 62,555 Kenvue common shares, 614,250 shares subject to stock options, 509,004 RSUs, and 14,874.34 DSUs. The common shares were exchanged for merger consideration; the options and DSUs were converted into Kimberly-Clark awards, and the RSUs converted into the right to receive merger consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
