Kenvue's Lawson disposes of 148,012 shares in merger
The Group President EMEA & LA's performance stock units converted at 128.3% of target for December 7, 2023 grants and 100% for 2024 and 2025 grants.
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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 shares of Kimberly-Clark common stock plus $3.50 in cash. Group President EMEA & LA Carlton Lawson reported disposition of 148,012 Kenvue common shares to the issuer; the reported direct holding afterward was 0 shares.
The transaction record also lists disposition of 119,447 restricted stock units; the merger terms say unvested units were assumed and converted into Kimberly-Clark awards. For performance stock units, the record has acquisition and disposition entries for 14,132 units and 107,875 units; the footnote says PSUs converted into Kimberly-Clark stock unit awards. Outstanding options were likewise assumed and converted into options on Kimberly-Clark shares, with share amounts and exercise prices adjusted based on the Equity Award Exchange Ratio.
Insider Trade Summary
14 transactions reported
Mixed
14 txns
Insider
Lawson Carlton
Role
Group President EMEA & LA
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F2 | 193,059 | -- | -- |
| Disposition | Stock Options F1, F2 | 168,624 | -- | -- |
| Disposition | Stock Options F1, F2 | 31,173 | -- | -- |
| Disposition | Stock Options F1, F2 | 45,882 | -- | -- |
| Disposition | Stock Options F1, F2 | 112,197 | -- | -- |
| Disposition | Stock Options F1, F2 | 34,225 | -- | -- |
| Disposition | Stock Options F1, F2 | 117,012 | -- | -- |
| Disposition | Stock Options F1, F2 | 147,851 | -- | -- |
| Disposition | Restricted Stock Units F3, F1, F4 | 119,447 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 14,132.34 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 14,132.34 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 107,875.09 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 107,875.09 | -- | -- |
| Disposition | Common Stock F1 | 148,012 | -- | -- |
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, 850,023 to 0 contracts (Direct);
Restricted Stock Units, 119,447 to 0 contracts (Direct);
Common Stock, 148,012 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
Stock consideration per Kenvue common share: 0.14625 Kimberly-Clark common shares
Cash consideration per Kenvue common share: $3.50
Kenvue common shares disposed: 148,012 shares
+4 more
7 metrics
Stock consideration per Kenvue common share
0.14625 Kimberly-Clark common shares
Merger consideration
Cash consideration per Kenvue common share
$3.50
Merger consideration
Kenvue common shares disposed
148,012 shares
Carlton Lawson; November 2, 2026
Direct common shares held after transaction
0 shares
Carlton Lawson; November 2, 2026
Restricted stock units reported disposed
119,447 units
Converted into Kimberly-Clark awards under the merger terms
Performance stock units in acquisition entry
14,132 units
A same-day disposition entry reports the same amount
Performance stock units in acquisition entry
107,875 units
A same-day disposition entry reports the same amount
Key Terms
Equity Award Exchange Ratio, restricted stock unit, performance stock unit, Stock Consideration, +1 more
5 terms
Equity Award Exchange Ratio financial
"determined under a formula in the Merger Agreement (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.
performance stock unit financial
"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.
Stock Consideration financial
"exchanged for 0.14625 shares of K-C Common Stock (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.
Merger Consideration financial
"together with the Stock Consideration, 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Carlton Lawson report for KVUE?
Carlton Lawson, Kenvue's Group President EMEA & LA, reported disposition of 148,012 common shares to the issuer, with 0 shares held directly afterward. The report also lists disposition of 119,447 restricted stock units and paired acquisition and disposition entries for 14,132 and 107,875 performance stock units. No Rule 10b5-1 plan is reported.
How were Kenvue performance stock units treated in the merger?
Kenvue performance stock units were assumed and converted into Kimberly-Clark stock unit awards. Units granted on December 7, 2023 converted at 128.3% of target achievement; units granted in 2024 and 2025 converted at 100% of target achievement, as determined by the Compensation & Human Capital Committee.
AI-generated analysis. How Rhea-AI works. Not financial advice.
