Kenvue counsel Matthew Orlando disposes of 20.4K shares
Outstanding options, RSUs and PSUs became Kimberly-Clark awards, with PSU conversion levels varying by grant year.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Kenvue Inc. was acquired by Kimberly-Clark Corporation on November 2, 2026; each Kenvue common share was exchanged for 0.14625 Kimberly-Clark common shares plus $3.50 in cash. Kenvue General Counsel Matthew Orlando reported disposition of 20,394 common shares, leaving zero direct shares after the transaction. The entry corrects a prior filing error that incorrectly applied tax withholding upon PSU vesting.
Orlando’s outstanding options and unvested RSUs were assumed and converted into Kimberly-Clark awards, and PSUs were converted into Kimberly-Clark stock unit awards. PSU conversions used 128.3% of target for awards granted December 7, 2023, and 100% of target for awards granted in 2024 and 2025.
Insider Trade Summary
17 transactions reported
Mixed
17 txns
Insider
Orlando Matthew
Role
General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F3 | 42,782 | -- | -- |
| Disposition | Stock Options F1, F3 | 37,707 | -- | -- |
| Disposition | Stock Options F1, F3 | 20,913 | -- | -- |
| Disposition | Stock Options F1, F3 | 160,481 | -- | -- |
| Disposition | Stock Options F1, F3 | 164,742 | -- | -- |
| Disposition | Stock Options F1, F3 | 40,589 | -- | -- |
| Disposition | Stock Options F1, F3 | 112,941 | -- | -- |
| Disposition | Stock Options F1, F3 | 33,996 | -- | -- |
| Disposition | Stock Options F1, F3 | 36,426 | -- | -- |
| Disposition | Stock Options F1, F3 | 32,433 | -- | -- |
| Disposition | Stock Options F1, F3 | 136,220 | -- | -- |
| Disposition | Restricted Stock Units F4, F1, F5 | 149,695 | -- | -- |
| Grant/Award | Performance Stock Units F6, F1, F7 | 34,789.67 | -- | -- |
| Disposition | Performance Stock Units F6, F1, F7 | 34,789.67 | -- | -- |
| Grant/Award | Performance Stock Units F6, F1, F7 | 93,978.84 | -- | -- |
| Disposition | Performance Stock Units F6, F1, F7 | 93,978.84 | -- | -- |
| Disposition | Common Stock F1, F2 | 20,394 | -- | -- |
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, 819,230 to 0 contracts (Direct);
Restricted Stock Units, 149,695 to 0 contracts (Direct);
Common Stock, 20,394 to 0 shares (Direct)
Footnotes (7)
- 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. Reflects the correction of an inadvertent error in a prior filing which incorrectly applied tax withholding upon the vesting of PSUs.
- F3. 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").
- F4. Each restricted stock unit ("RSU") corresponds 1 for 1 with the Company's Common Stock.
- F5. 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.
- F6. Each performance stock unit ("PSU") corresponds 1 for 1 with the Company's common stock.
- F7. 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. 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
Merger stock consideration: 0.14625 Kimberly-Clark common shares per Kenvue common share
Merger cash consideration: $3.50 per Kenvue common share
Common shares disposed: 20,394 shares
+3 more
6 metrics
Merger stock consideration
0.14625 Kimberly-Clark common shares per Kenvue common share
Exchange consideration on November 2, 2026
Merger cash consideration
$3.50 per Kenvue common share
Exchange consideration on November 2, 2026
Common shares disposed
20,394 shares
Matthew Orlando transaction on November 2, 2026
Direct common shares following transaction
0 shares
Matthew Orlando, November 2, 2026
2023 PSU target achievement
128.3%
PSUs granted December 7, 2023
2024 and 2025 PSU target achievement
100%
PSU conversion under the merger terms
Key Terms
Equity Award Exchange Ratio, Stock Consideration, Cash Consideration, restricted stock unit, +1 more
5 terms
Equity Award Exchange Ratio technical
"adjusted based on the Equity Award Exchange Ratio"
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.
restricted stock unit technical
"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.
performance stock unit technical
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were KVUE equity awards treated in the merger?
Outstanding options and unvested RSUs were assumed and converted into Kimberly-Clark awards, with adjustments under the merger agreement. PSUs were converted into Kimberly-Clark stock unit awards: 2023 awards used 128.3% of target, while 2024 and 2025 awards used 100% of target.
AI-generated analysis. How Rhea-AI works. Not financial advice.
