Heather Howlett, Interim CFO and CAO of Kenvue Inc. (NYSE:KVUE), filed a Form 4 on November 4, 2026, disclosing the disposition of all directly held Kenvue common stock, stock options, restricted stock units, and performance stock units on November 2, 2026, in connection with the acquisition of Kenvue by Kimberly-Clark Corporation.

Key Highlights

  • Merger completed: Kimberly-Clark Corporation acquired Kenvue Inc. on November 2, 2026, pursuant to an Agreement and Plan of Merger dated November 2, 2025.
  • Merger consideration: Each share of Kenvue common stock was exchanged for 0.14625 shares of K-C common stock plus $3.50 in cash, according to the filing.
  • Common stock disposed: Howlett disposed of 34,603 shares of Kenvue common stock, leaving a post-transaction balance of 0 shares.
  • Stock options converted: Four tranches of Kenvue stock options with exercise prices of $19.01, $20.32, $21.97, and $23.79 (covering 67,957, 50,141, 38,626, and 36,799 shares, respectively) were disposed of and converted into K-C options under the Equity Award Exchange Ratio.
  • RSUs converted: 39,314 unvested restricted stock units were disposed of and assumed into an equivalent K-C award, with the number of K-C shares determined by the Equity Award Exchange Ratio.
  • PSUs converted: 33,052 performance stock units were acquired and then disposed of, converted into K-C stock unit awards at 100% of target achievement as determined by the Compensation and Human Capital Committee.

Kenvue Merger Triggers Full Disposition of Howlett's Equity Holdings

According to the filing, Kimberly-Clark Corporation completed its acquisition of Kenvue Inc. on November 2, 2026, under the terms of a merger agreement signed exactly one year earlier. The filing identifies Heather Howlett, serving as Interim CFO and CAO, as the reporting person. Under the merger terms, each share of Kenvue common stock was exchanged for 0.14625 shares of K-C common stock, par value $1.25 per share, plus $3.50 in cash. As a result, Howlett's direct holding of 34,603 shares of Kenvue common stock was disposed of, with a resulting beneficial ownership of zero shares.

The filing further discloses that all four tranches of outstanding Kenvue stock options held by Howlett - with exercise prices of $19.01, $20.32, $21.97, and $23.79 per share - were assumed and converted into options to acquire K-C common stock. The filing states that the exercise price and the number of shares issuable upon exercise were each adjusted based on the Equity Award Exchange Ratio established by a formula in the merger agreement, and that the same terms and conditions otherwise continued to apply. All four option tranches show a post-transaction balance of zero Kenvue derivative securities.

Regarding equity awards, the filing reports that 39,314 unvested RSUs were converted into an equivalent K-C award, with the number of K-C shares determined by multiplying the Kenvue RSU count (including dividend equivalent rights) by the Equity Award Exchange Ratio. For PSUs, the filing notes that 33,052 performance stock units were converted into K-C stock unit awards at 100% of target achievement as of the effective time, as determined by the Compensation and Human Capital Committee of Kenvue's Board of Directors. Post-transaction, all derivative security balances for Howlett stand at zero.

What Was Disclosed

The filing reports the full disposition of Heather Howlett's direct Kenvue equity holdings - common stock, stock options, RSUs, and PSUs - on November 2, 2026, upon completion of Kimberly-Clark's acquisition of Kenvue, with all awards converted into K-C equivalents per the merger agreement.