Olaplex (OLPX) CPO Trisha Fox cashes out 1.06M shares at $2.06 in Henkel merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OLAPLEX HOLDINGS, INC. Chief People Officer Trisha L. Fox reported a merger-related disposition of 1,064,039 shares of common stock back to the company. The transaction used code D, indicating a disposition to the issuer rather than an open‑market sale.
Under the merger with Henkel US Operations Corporation, each share of Olaplex common stock was automatically converted into the right to receive $2.06 in cash per share. The reported amount includes 830,151 shares underlying Fox’s restricted stock unit awards, which were cancelled and converted into cash at the same merger consideration. Following the transaction, Fox reported holding zero shares of Olaplex common stock.
Positive
- None.
Negative
- None.
Insights
All of the CPO’s equity was cashed out at $2.06 per share in a merger-related disposition to the issuer.
The filing shows Chief People Officer Trisha L. Fox disposing of 1,064,039 common shares via a code D transaction, meaning the shares were surrendered to the issuer, not sold on the open market. This occurred at the closing of Olaplex’s merger with Henkel US Operations Corporation.
Each share was converted into the right to receive $2.06 in cash, defined as the Merger Consideration. Footnotes explain that 830,151 shares came from restricted stock unit awards, which were cancelled and paid out in cash at the same price. After this event, Fox reported no remaining Olaplex shares, indicating her entire visible equity position was settled through the merger terms.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
FOX TRISHA L
Role
Chief People Officer.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 1,064,039 | $2.06 | $2.19M |
Holdings After Transaction:
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 (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 830,151 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.
Key Figures
Shares disposed: 1,064,039 shares
Merger consideration: $2.06 per share
RSU underlying shares cancelled: 830,151 shares
+1 more
4 metrics
Shares disposed
1,064,039 shares
Common stock disposed to issuer at merger effective time
Merger consideration
$2.06 per share
Cash paid for each Olaplex common share in the merger
RSU underlying shares cancelled
830,151 shares
Shares underlying Company RSU Awards converted into cash at $2.06
Post-transaction holdings
0 shares
Total Olaplex common stock held after the merger-related disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, Equity Incentive Plan, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 26, 2026, by and among the Issuer..."
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
"each Share... 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.
Equity Incentive Plan financial
"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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What insider transaction did Olaplex (OLPX) Chief People Officer Trisha L. Fox report?
Trisha L. Fox reported disposing of 1,064,039 Olaplex common shares back to the issuer. The disposition occurred in connection with a merger, using Form 4 transaction code D, which reflects a transfer to the company rather than an open-market sale.
What does transaction code D mean in the Olaplex (OLPX) Form 4 filing?
Transaction code D in this Form 4 indicates a disposition to the issuer. In this case, Fox’s shares were surrendered to Olaplex at the merger’s effective time, in exchange for the agreed $2.06 per share cash Merger Consideration.
How is the Henkel merger described in the Olaplex (OLPX) insider footnotes?
Footnotes describe a Merger Agreement where Henkel US Operations Corporation’s subsidiary merged into Olaplex. Olaplex survived as a wholly owned Henkel subsidiary, and each outstanding share automatically became the right to receive $2.06 in cash at the effective time.