Kenvue tech chief exchanges 45,453 shares in merger
Michael Wondrasch reported disposition transactions in this Form 4 filing.
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Form Type
4
Rhea-AI Filing Summary
Michael Wondrasch reported disposition transactions in this Form 4 filing. Kenvue Inc. Chief Tech & Data Officer Michael Wondrasch reported that, on November 2, 2026, 45,453 Kenvue common shares were exchanged under the merger with Kimberly-Clark Corporation for 0.14625 Kimberly-Clark shares and $3.50 cash per Kenvue share. His 215,876 unvested restricted stock units were assumed and converted into an equivalent Kimberly-Clark award under the merger agreement’s formula. The reported post-transaction Kenvue positions were zero for both the common-stock and RSU lines. The common-stock line reflects a correction to a prior filing that omitted payment of dividends upon RSU vesting. No Rule 10b5-1 plan is reported.
Insider Trade Summary
Disposition: 261,329 shares
Disposition
2 txns
Insider
Wondrasch Michael
Role
Chief Tech & Data Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F3, F1, F4 | 215,876 | -- | -- |
| Disposition | Common Stock F1, F2 | 45,453 | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Holdings Before and After:
Restricted Stock Units, 215,876 to 0 contracts (Direct);
Common Stock, 45,453 to 0 shares (Direct)
Footnotes (4)
- 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 omitted the payment of dividends upon vesting of RSUs.
- 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 determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.
Key Figures
Kenvue common shares exchanged: 45,453 shares
Stock Consideration per Kenvue share: 0.14625 Kimberly-Clark common shares
Cash Consideration per Kenvue share: $3.50
+3 more
6 metrics
Kenvue common shares exchanged
45,453 shares
Under the merger on November 2, 2026
Stock Consideration per Kenvue share
0.14625 Kimberly-Clark common shares
Merger consideration for each Kenvue common share
Cash Consideration per Kenvue share
$3.50
Merger consideration for each Kenvue common share
Unvested restricted stock units
215,876 RSUs
Assumed and converted into an equivalent Kimberly-Clark award
Post-transaction common-stock position
0 shares
Reported Kenvue position after the transaction
Post-transaction RSU-line position
0 shares
Reported Kenvue position after the transaction
Key Terms
Stock Consideration, Cash Consideration, restricted stock unit (RSU), equity award exchange ratio, +1 more
5 terms
Stock Consideration financial
"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.
Cash Consideration financial
"$3.50 in cash (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 (RSU) financial
"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.
equity award exchange ratio technical
"the equity award exchange ratio determined under a formula"
Company DERs technical
"additional Company RSUs credited as Company DERs"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to Michael Wondrasch’s Kenvue RSUs in the merger?
His 215,876 unvested RSUs were assumed and converted into an equivalent Kimberly-Clark award. The award’s share count was calculated using an equity award exchange ratio set by a formula in the merger agreement, including any additional Company RSUs credited as Company DERs immediately before the Effective Time. The converted award remained subject to the same terms and conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
