Olaplex (OLPX) director’s 110,294 RSU shares cashed out in $2.06 Henkel merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OLAPLEX HOLDINGS, INC. director Pamela J. Edwards reported a disposition of common stock in connection with the company’s merger with Henkel US Operations Corporation. At the merger’s effective time, 110,294 shares underlying her restricted stock unit awards were automatically cancelled and converted into cash at $2.06 per share, matching the cash merger consideration paid for each outstanding Olaplex share. Following this cash-out, the filing shows she no longer holds Olaplex common stock or related equity awards.
Positive
- None.
Negative
- None.
Insights
Director’s RSUs are cashed out as part of Olaplex’s all-cash merger.
The filing shows Pamela J. Edwards, a director of OLAPLEX HOLDINGS, INC., disposing of 110,294 common shares at $2.06 per share. Footnotes explain these were restricted stock unit (RSU) awards that were automatically cancelled and converted into cash when Olaplex was acquired by Henkel.
This is a standard outcome in an all-cash merger: equity-based awards are typically converted into a right to receive the same cash consideration as common stock. The transaction code "D" and description "Disposition to issuer" reflect a mechanical conversion rather than an open-market sale or discretionary trade.
The filing also indicates zero shares held after the transaction and no remaining derivative awards, suggesting Edwards’ equity exposure to Olaplex ended at the merger’s effective time. Subsequent company filings, rather than this Form 4, will carry the main implications of the Henkel acquisition for shareholders.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Edwards Pamela J
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 110,294 | $2.06 | $227K |
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 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.
Key Figures
Shares disposed: 110,294 shares
Merger consideration per share: $2.06 per share
Shares held after transaction: 0 shares
+1 more
4 metrics
Shares disposed
110,294 shares
Common stock underlying RSU awards cancelled at merger effective time
Merger consideration per share
$2.06 per share
Cash paid for each Olaplex share and RSU-equivalent share
Shares held after transaction
0 shares
Total Olaplex common stock reported following disposition
Transaction code
D (Disposition to issuer)
Form 4 non-derivative transaction classification
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, Effective Time, +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
"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.
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.
Company RSU Award financial
"each such award, a "Company RSU Award") that was outstanding immediately prior to the Effective Time..."
FAQ
What insider transaction did Olaplex (OLPX) director Pamela J. Edwards report?
Pamela J. Edwards reported a disposition of 110,294 shares of Olaplex common stock. These shares came from restricted stock unit awards that were automatically cancelled and converted into cash as part of Olaplex’s merger with Henkel US Operations Corporation.
At what price were Pamela J. Edwards’ Olaplex (OLPX) RSUs cashed out?
Her restricted stock unit shares were cashed out at $2.06 per share. This price matches the cash merger consideration paid for each outstanding Olaplex common share in the merger with Henkel, as specified in the merger agreement footnote.
How is the Henkel merger reflected in this Olaplex (OLPX) Form 4 filing?
The filing reflects the Henkel merger by showing all outstanding Olaplex shares converted into a right to receive $2.06 per share in cash. Edwards’ RSU awards were automatically cancelled and turned into a cash entitlement based on that same merger consideration.
What does transaction code "D" mean in this Olaplex (OLPX) insider filing?
Transaction code "D" indicates a disposition to the issuer rather than a market sale. In this case, it represents the automatic cancellation of RSU awards and conversion into cash as part of the merger, not a discretionary stock sale by the director.