Director Richard E. Allison Jr. filed a Form 4 with the SEC on November 2, 2026, reporting the disposition of all directly held Kenvue Inc. common stock and deferred share units upon the closing of Kenvue's acquisition by Kimberly-Clark Corporation.

Key Highlights

  • Merger closed November 2, 2026: Kimberly-Clark Corporation acquired Kenvue Inc. pursuant to an Agreement and Plan of Merger dated November 2, 2025.
  • Common stock disposed: 25,598 shares of Kenvue common stock were disposed of (transaction code D) on November 2, 2026, leaving a remaining direct balance of 0 shares.
  • Deferred Share Units converted: 53,709.41 DSUs were disposed of and converted into a K-C stock unit award under the terms of the Merger Agreement.
  • New DSUs acquired before closing: 1,453 deferred share units were acquired on October 29, 2026, representing deferred cash compensation under the Amended and Restated Deferred Fee Plan for Directors.
  • Merger consideration: Each share of Kenvue common stock was exchanged for 0.14625 shares of Kimberly-Clark common stock (par value $1.25 per share) plus $3.50 in cash, according to the filing.
  • DSU conversion formula: Each DSU was assumed and converted into a K-C stock unit award covering a number of K-C shares determined by an equity award exchange ratio defined in the Merger Agreement.

Allison's Kenvue Holdings Extinguished at Merger Effective Time

According to the Form 4 filed on November 2, 2026, Richard E. Allison Jr., a director of Kenvue Inc. (NYSE:KVUE), reported that all of his directly held Kenvue common stock and deferred share units were disposed of as a result of the closing of Kenvue's merger with Kimberly-Clark Corporation. The filing states that K-C acquired Kenvue on November 2, 2026, under an Agreement and Plan of Merger dated November 2, 2025, which also named Vesta Sub I, Inc. and Vesta Sub II, LLC as merger subsidiaries.

The filing discloses that 25,598 shares of Kenvue common stock held directly by Allison were disposed of on November 2, 2026, reducing his direct common stock ownership to zero. Separately, on October 29, 2026, Allison acquired 1,453 DSUs representing deferred cash compensation under the company's Amended and Restated Deferred Fee Plan for Directors, with the total including units credited as dividend equivalents bringing his DSU position to 53,709.41 units immediately before the merger's effective time.

Per the filing, those 53,709.41 DSUs were subsequently disposed of and converted into a K-C stock unit award. Each DSU was assumed by K-C and converted into a stock unit covering a number of K-C shares equal to the product of the number of Kenvue shares subject to the DSU and an equity award exchange ratio calculated under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the effective time. Following these transactions, Allison's reported beneficial ownership of Kenvue common stock and DSUs each stood at zero.

What Was Disclosed

The filing reported the full disposition of director Richard E. Allison Jr.'s directly held Kenvue common stock (25,598 shares) and deferred share units (53,709.41 units) upon the November 2, 2026 closing of the Kimberly-Clark acquisition of Kenvue, with DSUs converted into K-C stock unit awards.