Olaplex (OLPX) director John P. Bilbrey fully cashed out in $2.06-per-share Henkel merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
OLAPLEX HOLDINGS, INC. director John P. Bilbrey reported dispositions of Common Stock in connection with the company’s merger with Henkel US Operations Corporation. At the merger’s effective time, each share of Olaplex Common Stock was converted into the right to receive $2.06 in cash per share, subject to tax withholding.
The filing shows 318,418 shares held indirectly through the Amended and Restated John P. Bilbrey Revocable Declaration of Trust and 640,021 shares held directly were disposed of to the issuer at $2.06 per share, leaving zero reported shares in each category. In addition, 294,118 shares underlying Mr. Bilbrey’s restricted stock unit awards were cancelled and converted into cash based on the same $2.06 per-share merger consideration.
Positive
- None.
Negative
- None.
Insights
Director’s equity fully cashed out at $2.06 per share in merger.
This Form 4 reflects the closing mechanics of the Henkel acquisition of OLAPLEX HOLDINGS, INC., not open-market trading. All reported Common Stock, both directly and through the revocable trust, was converted into a cash payment of $2.06 per share at the merger’s effective time.
Equity incentives were treated similarly. Outstanding restricted stock units tied to 294,118 shares were cancelled and converted into cash using the same merger price. With no remaining common shares or RSUs reported for this insider and no derivative positions listed, this looks like a standard cash-out of the director’s equity stake upon completion of the merger, rather than a discretionary buy or sell decision.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
BILBREY JOHN P
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 640,021 | $2.06 | $1.32M |
| Disposition | Common Stock | 318,418 | $2.06 | $656K |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, By the Amended and Restated John P. Bilbrey Revocable Declaration of Trust)
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 294,118 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
Merger cash price: $2.06 per share
Indirect shares disposed: 318,418 shares
Direct shares disposed: 640,021 shares
+3 more
6 metrics
Merger cash price
$2.06 per share
Cash consideration for each Olaplex Common Share at effective time of merger
Indirect shares disposed
318,418 shares
Common Stock held through John P. Bilbrey revocable trust, converted at $2.06 per share
Direct shares disposed
640,021 shares
Common Stock held directly by John P. Bilbrey, converted at $2.06 per share
RSU underlying shares cancelled
294,118 shares
Shares underlying Company RSU Awards converted to cash at $2.06 per share
Shares following transaction (direct)
0 shares
Direct Common Stock holdings after merger-related disposition
Shares following transaction (indirect)
0 shares
Indirect holdings via revocable trust after merger-related disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock units, Company RSU Award, +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.
Company RSU Award financial
"each such award, a "Company RSU Award") that was outstanding immediately prior to the Effective Time..."
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 did the Olaplex (OLPX) Form 4 report for director John P. Bilbrey?
The Form 4 reports that John P. Bilbrey’s Olaplex Common Stock holdings were disposed of to the issuer at $2.06 per share in connection with the Henkel merger, leaving zero reported shares held directly or indirectly after the transaction.
What happened to John P. Bilbrey’s Olaplex (OLPX) restricted stock units in the merger?
At the merger’s effective time, 294,118 shares underlying John P. Bilbrey’s restricted stock unit awards were automatically cancelled and converted into cash equal to the share count multiplied by the $2.06 per-share merger consideration, without interest and subject to tax withholding.