Carlton Lawson, Group President EMEA & LA at Kenvue Inc., filed a Form 4 on November 4, 2026, disclosing that all of his directly held Kenvue common stock, stock options, restricted stock units, and performance stock units were disposed of or converted on November 2, 2026, following Kimberly-Clark Corporation's acquisition of Kenvue.

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: 148,012 shares of Kenvue common stock were disposed of, leaving a post-transaction balance of 0 shares directly held.
  • Merger consideration: Each share of Kenvue common stock was exchanged for 0.14625 shares of K-C common stock plus $3.50 in cash.
  • Eight stock option tranches converted: Options at exercise prices ranging from $19.01 to $23.92 per share, covering a combined 850,023 shares, were assumed and converted into K-C options under an Equity Award Exchange Ratio formula.
  • RSUs converted: 119,447 unvested restricted stock units were assumed and converted into equivalent K-C awards using the Equity Award Exchange Ratio.
  • PSUs settled and converted: PSUs granted December 7, 2023 converted at 128.3% of target achievement; PSUs granted in 2024 and 2025 converted at 100% of target, as determined by Kenvue's Compensation & Human Capital Committee.
  • Post-transaction balance: All reported Kenvue derivative and non-derivative securities show a beneficially owned balance of 0 following the transactions.

Kenvue-Kimberly-Clark Merger Triggers Full Conversion of Carlton Lawson's Equity Awards

According to the filing, on November 2, 2026, Kimberly-Clark Corporation completed its acquisition of Kenvue Inc. under an Agreement and Plan of Merger originally dated November 2, 2025. The merger parties included K-C, Vesta Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of K-C. As a result of the transaction, Carlton Lawson, serving as Group President EMEA & LA, reported the disposition or conversion of his entire Kenvue equity position, with all post-transaction balances reduced to zero for purposes of Kenvue NASDAQ:KVUE beneficial ownership.

The filing reports that Lawson's 148,012 shares of Kenvue common stock were disposed of in exchange for the merger consideration of 0.14625 shares of K-C common stock plus $3.50 in cash per share. Eight tranches of stock options with exercise prices at $19.01, $20.32, $20.44, $20.81, $21.97, $22.23, $22.40, and $23.92, covering a total of 850,023 Kenvue shares, were each reported as disposed of under transaction code D and converted into options to acquire K-C common stock, with the exercise price and share count adjusted pursuant to the Equity Award Exchange Ratio defined in the Merger Agreement.

Separately, 119,447 restricted stock units were assumed and converted into K-C awards. For performance stock units, the filing discloses that PSUs granted on December 7, 2023 were converted based on 128.3% of target achievement as of the effective time, as determined by the Compensation & Human Capital Committee. PSUs granted in 2024 and 2025 were converted at 100% of target. The filing notes that converted PSUs are subject to the same terms and conditions that applied prior to the effective time, other than performance-based vesting. The Form 4 was signed by Pinto Adhola as attorney in fact on November 4, 2026.

What Was Disclosed

Carlton Lawson's Form 4 reports the full disposition and conversion of his Kenvue common stock, stock options, RSUs, and PSUs on November 2, 2026, all resulting from Kimberly-Clark's acquisition of Kenvue and governed by the terms of the Merger Agreement.