Kenvue’s Russell Dyer exchanges 4,101 shares
Outstanding Kenvue options and unvested RSUs, along with PSUs, were assumed and converted into Kimberly-Clark awards; 2024 and 2025 PSUs converted based on 100% target achievement.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Kenvue Inc. Chief Corp. Affairs Officer Russell Dyer reported merger-related transactions on November 2, 2026: dispositions covering 68,389 and 52,325 Kenvue shares underlying options, 52,628 RSUs and 4,101 common shares, plus acquisition and disposition of 38,521 PSUs. The RSU and common-stock positions each had zero shares reported afterward. Each Kenvue common share was exchanged for 0.14625 Kimberly-Clark common shares plus $3.50 cash.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Dyer Russell
Role
Chief Corp. Affairs Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F2 | 68,389 | -- | -- |
| Disposition | Stock Options F1, F2 | 52,325 | -- | -- |
| Disposition | Restricted Stock Units F3, F1, F4 | 52,628 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 38,521 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 38,521 | -- | -- |
| Disposition | Common Stock F1 | 4,101 | -- | -- |
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, 120,714 to 0 contracts (Direct);
Restricted Stock Units, 52,628 to 0 contracts (Direct);
Common Stock, 4,101 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
Shares subject to stock options: 68,389 shares; $19.24 exercise price
Shares subject to stock options: 52,325 shares; $23.92 exercise price
Restricted stock units: 52,628 RSUs; 0 shares reported following disposition
+5 more
8 metrics
Shares subject to stock options
68,389 shares; $19.24 exercise price
Disposed November 2, 2026
Shares subject to stock options
52,325 shares; $23.92 exercise price
Disposed November 2, 2026
Restricted stock units
52,628 RSUs; 0 shares reported following disposition
November 2, 2026
Common stock
4,101 shares disposed; 0 shares reported following disposition
November 2, 2026
Performance stock units
38,521 units acquired and 38,521 units disposed
November 2, 2026
Stock consideration
0.14625 Kimberly-Clark common shares per Kenvue common share
Merger consideration
Cash consideration
$3.50 per Kenvue common share
Merger consideration
PSU target achievement
100%
2024 and 2025 PSU grants at the Effective Time
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.
What did Russell Dyer report in KVUE Form 4?
On November 2, 2026, Russell Dyer, Kenvue's Chief Corp. Affairs Officer, reported dispositions covering 68,389 and 52,325 shares underlying stock options, 52,628 RSUs and 4,101 common shares, plus acquisition and disposition of 38,521 PSUs. The common-stock and RSU positions each had zero shares reported afterward. No Rule 10b5-1 plan is reported.
How were Kenvue equity awards converted in the merger?
Outstanding options were assumed and converted into Kimberly-Clark options, with the share amount and exercise price adjusted under the Equity Award Exchange Ratio. Unvested RSUs and PSUs were converted into Kimberly-Clark awards. The 2024 and 2025 PSU grants converted based on 100% of target achievement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
