Kenvue interim CFO disposes of 34,603 shares in merger
Kenvue's Compensation & Human Capital Committee determined that 2024 and 2025 performance stock units converted at 100% of target achievement.
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Form Type
4
Rhea-AI Filing Summary
Kenvue Inc. Interim CFO & CAO Heather Howlett reported merger-related dispositions of 34,603 common shares and 39,314 restricted stock units on November 2, 2026; both positions were reported at zero afterward. The merger exchanged each Kenvue common share for 0.14625 shares of Kimberly-Clark, the acquirer, plus $3.50 cash. Outstanding options were assumed and converted into options to acquire the acquirer’s common stock. The reported performance stock unit entries show 33,052 units acquired and disposed, and those units were converted into acquirer stock unit awards.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Howlett Heather
Role
Interim CFO & CAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F2 | 67,957 | -- | -- |
| Disposition | Stock Options F1, F2 | 50,141 | -- | -- |
| Disposition | Stock Options F1, F2 | 38,626 | -- | -- |
| Disposition | Stock Options F1, F2 | 36,799 | -- | -- |
| Disposition | Restricted Stock Units F3, F1, F4 | 39,314 | -- | -- |
| Grant/Award | Performance Stock Units F5, F1, F6 | 33,052 | -- | -- |
| Disposition | Performance Stock Units F5, F1, F6 | 33,052 | -- | -- |
| Disposition | Common Stock F1 | 34,603 | -- | -- |
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, 193,523 to 0 contracts (Direct);
Restricted Stock Units, 39,314 to 0 contracts (Direct);
Common Stock, 34,603 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
Underlying shares for stock options: 67,957 shares
Underlying shares for stock options: 50,141 shares
Underlying shares for stock options: 38,626 shares
+5 more
8 metrics
Underlying shares for stock options
67,957 shares
Option disposition reported November 2, 2026
Underlying shares for stock options
50,141 shares
Option disposition reported November 2, 2026
Underlying shares for stock options
38,626 shares
Option disposition reported November 2, 2026
Underlying shares for stock options
36,799 shares
Option disposition reported November 2, 2026
Restricted stock units
39,314 units
Disposition reported November 2, 2026
Performance stock units
33,052 units
Acquisition and disposition reported November 2, 2026
Common stock
34,603 shares
Disposition reported November 2, 2026
Merger consideration per Kenvue common share
0.14625 Kimberly-Clark common shares plus $3.50 cash
Merger consideration
Key Terms
Equity Award Exchange Ratio, restricted stock unit (RSU), performance stock unit (PSU), Stock Consideration, +1 more
5 terms
Equity Award Exchange Ratio technical
"the Equity Award Exchange Ratio"
restricted stock unit (RSU) technical
"Each restricted stock unit ("RSU") corresponds 1 for 1"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
performance stock unit (PSU) technical
"Each performance stock unit ("PSU") corresponds 1 for 1"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did KVUE Interim CFO Heather Howlett report?
Heather Howlett reported dispositions of 34,603 Kenvue common shares and 39,314 restricted stock units in the merger on November 2, 2026; each position was reported at zero afterward. Each Kenvue common share was exchanged for 0.14625 Kimberly-Clark common shares plus $3.50 cash.
AI-generated analysis. How Rhea-AI works. Not financial advice.
