OLAPLEX (OLPX) General Counsel cashes out shares as Henkel merger cancels options
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OLAPLEX HOLDINGS, INC. General Counsel John C. Duffy reported dispositions tied to the company’s merger with Henkel US Operations Corporation. At the merger’s effective time, his 971,384 common shares were converted into the right to receive $2.06 per share in cash.
The filing also notes 803,173 shares underlying his restricted stock units were cancelled and converted into the same cash consideration. In addition, 170,000 stock options with exercise prices of $5.41 and $14.95 per share were cancelled for no consideration, leaving him with no reported remaining shares or options.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Duffy John C
Role
General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Company Stock Options | 85,000 | $0.00 | -- |
| Disposition | Company Stock Options | 85,000 | $0.00 | -- |
| Disposition | Common Stock | 971,384 | $2.06 | $2.00M |
Holdings After Transaction:
Company Stock Options — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 26, 2026, by and among the Issuer, Henkel US Operations Corporation ("Parent"), and Margot Acquisition Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"). At the effective time of the Merger (the "Effective Time"), each share of Common Stock of the Issuer (each, a "Share") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $2.06 per Share in cash (the "Merger Consideration"), without interest, subject to any withholding of taxes required by applicable law. At the Effective Time, each award of restricted stock units covering Shares granted under the Issuer's 2021 Equity Incentive Plan, the Issuer's Amended & Restated 2020 Omnibus Equity Incentive Plan, or any other effective equity or equity-based incentive plan sponsored by the Issuer or its affiliates (collectively, the "Company Equity Plans") (each such award, a "Company RSU Award") that was outstanding immediately prior to the Effective Time (whether vested or unvested) was, by virtue of the Merger, automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company RSU Award, multiplied by (y) the Merger Consideration. The amount reported includes 803,173 Shares underlying the Reporting Person's Company RSU Awards, which were automatically cancelled and converted into the right to receive the Merger Consideration at the Effective Time. At the Effective Time, each option to purchase Shares granted under the Issuer's Company Equity Plans (each, a "Company Option") that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was, by virtue of the Merger, automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per Share exercise price of such Company Option; provided, however, that any Company Option that had a per Share exercise price that was equal to or greater than the Merger Consideration was cancelled for no consideration. (Continued from footnote 3) The Reporting Person held Company Options in two tranches: (i) 85,000 Company Options with a per Share exercise price of $14.95 and (ii) 85,000 Company Options with a per Share exercise price of $5.41. Both exercise prices exceeded the Merger Consideration of $2.06 per Share. Accordingly, all 170,000 of the Reporting Person's Company Options were cancelled for no consideration at the Effective Time.
Key Figures
Common shares disposed: 971,384 shares
Merger consideration: $2.06 per share
RSU underlying shares: 803,173 shares
+4 more
7 metrics
Common shares disposed
971,384 shares
Converted into right to receive $2.06 per share cash in merger
Merger consideration
$2.06 per share
Cash paid for each outstanding OLAPLEX common share
RSU underlying shares
803,173 shares
Restricted stock units cancelled and paid in cash at $2.06
Options at $5.41 strike
85,000 options at $5.41
Cancelled for no consideration; strike exceeded $2.06 merger price
Options at $14.95 strike
85,000 options at $14.95
Cancelled for no consideration; strike exceeded $2.06 merger price
Total options cancelled
170,000 options
All reporting person’s company options cancelled at effective time
Shares after transaction
0 shares
Total OLAPLEX common stock held by reporting person post-merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, Company RSU Award, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 26, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"was converted automatically into the right to receive $2.06 per Share in cash (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.
restricted stock units financial
"each award of restricted stock units covering Shares granted under the Issuer's 2021 Equity Incentive Plan..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Company RSU Award financial
"each such award, a "Company RSU Award") that was outstanding immediately prior to the Effective Time..."
Company Option financial
"each option to purchase Shares granted under the Issuer's Company Equity Plans (each, a "Company Option")..."
Equity Incentive Plan financial
"granted under the Issuer's 2021 Equity Incentive Plan, the Issuer's Amended & Restated 2020 Omnibus Equity Incentive Plan..."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
FAQ
What insider transaction did OLAPLEX (OLPX) report for John C. Duffy?
OLAPLEX reported that General Counsel John C. Duffy disposed of 971,384 common shares in connection with the company’s merger. Those shares were automatically converted into the right to receive $2.06 per share in cash at the merger’s effective time.
How were John C. Duffy’s OLAPLEX (OLPX) restricted stock units treated in the merger?
Duffy’s restricted stock units covering 803,173 OLAPLEX shares were automatically cancelled and converted into a cash payment. The cash amount equals the number of underlying shares multiplied by the merger consideration of $2.06 per share, with no interest, subject to tax withholding.
What happened to John C. Duffy’s OLAPLEX (OLPX) stock options in the merger?
Duffy held 170,000 OLAPLEX stock options in two tranches with exercise prices of $5.41 and $14.95 per share. Because both exceeded the $2.06 merger consideration, all these options were cancelled at the effective time for no consideration.
How were OLAPLEX (OLPX) equity awards generally treated under the merger agreement?
Under the merger agreement, restricted stock units were cancelled and paid out in cash based on the $2.06 per-share consideration. Stock options were cancelled and paid cash only if their exercise price was below $2.06; options with higher exercise prices were cancelled for no consideration.