Olaplex (NASDAQ: OLPX) director exits stake in $2.06-per-share cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
MORFITT MARTHA A M reported disposition transactions in this Form 4 filing.
Olaplex Holdings director Martha A. M. Morfitt fully exited her equity position as part of the company’s cash merger with Henkel US Operations Corporation. At the merger’s effective time, 411,833 shares of Common Stock held directly and by her spouse were converted into the right to receive $2.06 per share in cash.
In addition, 110,294 shares underlying her restricted stock unit awards were automatically cancelled and converted into a cash payment based on the same $2.06-per-share merger consideration. All 376,110 of her stock options, which had a $3.34 exercise price above the cash merger price, were cancelled for no consideration, leaving her with no remaining Olaplex equity or options.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
MORFITT MARTHA A M
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Company Stock Options | 376,110 | $0.00 | -- |
| Disposition | Common Stock | 402,833 | $2.06 | $830K |
| Disposition | Common Stock | 9,000 | $2.06 | $19K |
Holdings After Transaction:
Company Stock Options — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, By spouse)
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 110,294 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's Company Options had a per Share exercise price of $3.34, which exceeded the Merger Consideration of $2.06 per Share. Accordingly, all 376,110 of the Reporting Person's Company Options were cancelled for no consideration at the Effective Time.
Key Figures
Merger cash price: $2.06 per share
Common shares disposed: 411,833 shares
RSU underlying shares: 110,294 shares
+3 more
6 metrics
Merger cash price
$2.06 per share
Cash consideration for each Olaplex Common Stock share at the Effective Time
Common shares disposed
411,833 shares
Common Stock held directly and by spouse converted into cash rights
RSU underlying shares
110,294 shares
Shares underlying RSU awards cancelled and settled in cash at $2.06
Cancelled stock options
376,110 options
Company Options cancelled for no consideration at the Effective Time
Option exercise price
$3.34 per share
Per-share exercise price of cancelled Company Options
Merger Agreement date
March 26, 2026
Date of Agreement and Plan of Merger with Henkel US Operations Corporation
Key Terms
Agreement and Plan of Merger, Merger Consideration, Company RSU Award, Company Option, +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..."
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
"...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.
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")..."
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each share of Common Stock..."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
What insider transactions did Olaplex (OLPX) director Martha Morfitt report?
Martha Morfitt reported dispositions tied to Olaplex’s cash merger. She and her spouse’s 411,833 Common Stock shares were converted into the right to receive $2.06 per share, and her equity awards were cancelled or cashed out at the merger’s effective time.
What happened to Martha Morfitt’s Olaplex (OLPX) restricted stock units?
Her restricted stock units were cancelled and settled in cash. Awards covering 110,294 underlying shares were automatically cancelled and converted into a cash payment equal to those shares multiplied by the $2.06-per-share merger consideration.
What was the outcome for Martha Morfitt’s Olaplex (OLPX) stock options?
All of her stock options were cancelled without payment. She held 376,110 options with a $3.34 exercise price, which was above the $2.06 merger cash price, so they were cancelled for no consideration at the effective time.