Olaplex (NASDAQ: OLPX) CEO equity cancelled and cashed out in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OLAPLEX HOLDINGS, INC. director and CEO Amanda Baldwin reported merger-related changes to her equity holdings. In connection with the merger in which Henkel US Operations Corporation acquired Olaplex, each share of common stock was converted into the right to receive $2.06 in cash at the effective time.
Baldwin disposed of 9,129,515 shares of common stock to the issuer at $2.06 per share and now reports no remaining common stock. Footnotes state that 7,910,624 shares underlying her restricted stock unit awards were automatically cancelled and converted into the right to receive the same cash merger consideration.
All 4,237,288 of her company stock options, which had a per-share exercise price of $2.53, were cancelled for no consideration because their exercise price exceeded the $2.06 merger price, leaving no remaining option holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Baldwin Amanda
Role
Chief Executive Officer.
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Company Stock Options | 4,237,288 | $0.00 | -- |
| Disposition | Common Stock | 9,129,515 | $2.06 | $18.81M |
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 7,910,624 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 $2.53, which exceeded the Merger Consideration of $2.06 per Share. Accordingly, all 4,237,288 of the Reporting Person's Company Options were cancelled for no consideration at the Effective Time.
Key Figures
Common shares disposed: 9,129,515 shares
Merger consideration: $2.06 per share
Options cancelled: 4,237,288 options
+3 more
6 metrics
Common shares disposed
9,129,515 shares
Disposition to issuer at $2.06 per share
Merger consideration
$2.06 per share
Cash paid for each Olaplex common share
Options cancelled
4,237,288 options
Company stock options cancelled at Effective Time
Option exercise price
$2.53 per share
Per-share exercise price above $2.06 merger price
RSU underlying shares
7,910,624 shares
RSU awards cancelled and converted to cash at $2.06
Shares after transaction
0 shares
Total common stock held directly following disposition
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")..."
Effective Time regulatory
"At the Effective Time, each option to purchase Shares granted under the Issuer's Company Equity Plans..."
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 did Olaplex (OLPX) CEO Amanda Baldwin report in this Form 4?
Amanda Baldwin reported merger-related dispositions of her Olaplex equity. Her common shares and restricted stock units were converted into cash at $2.06 per share, while her stock options were cancelled because their exercise price exceeded the merger price.
What happened to Amanda Baldwin’s restricted stock units in Olaplex (OLPX)?
Her restricted stock unit awards covering 7,910,624 underlying shares were automatically cancelled at the merger’s effective time. Each underlying share was converted into the right to receive the $2.06 cash Merger Consideration, without interest and subject to tax withholding.
What happened to Amanda Baldwin’s Olaplex (OLPX) stock options?
All 4,237,288 of her company stock options had a per-share exercise price of $2.53, above the $2.06 merger price. As a result, they were cancelled for no consideration at the merger’s effective time and no options remained outstanding.
What corporate transaction triggered these Olaplex (OLPX) Form 4 changes?
The changes were triggered by a merger where Margot Acquisition Merger Sub, Inc. merged into Olaplex. Olaplex survived as a wholly owned subsidiary of Henkel US Operations Corporation, and all equity awards were treated according to the merger agreement terms.