Matthew Orlando, General Counsel of Kenvue Inc. (NYSE:KVUE), filed a Form 4 on November 4, 2026, disclosing the disposition of common stock, stock options, restricted stock units, and performance stock units on November 2, 2026, following Kimberly-Clark Corporation's acquisition of Kenvue.

Key Highlights

  • Merger completed November 2, 2026: Kimberly-Clark Corporation acquired Kenvue Inc. 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: 20,394 shares of Kenvue common stock were disposed of on November 2, 2026, with zero shares remaining directly owned.
  • Options converted: Eleven tranches of stock options with exercise prices ranging from $15.62 to $23.92 per share were assumed and converted into K-C options under the Equity Award Exchange Ratio, with zero Kenvue options remaining.
  • RSUs converted: 149,695 restricted stock units were assumed and converted into equivalent K-C awards, leaving zero Kenvue RSUs outstanding.
  • PSU achievement levels: PSUs granted December 7, 2023 converted at 128.3% of target, as determined by the Compensation and Human Capital Committee; PSUs granted in 2024 and 2025 converted at 100% of target.
  • Prior filing correction: The filing notes the correction of an inadvertent error in a prior filing that incorrectly applied tax withholding upon the vesting of PSUs.

Kenvue General Counsel Holdings Zeroed Out in K-C Acquisition

Kenvue Inc., a consumer health company that trades equity securities on the New York Stock Exchange under the symbol KVUE, was acquired by Kimberly-Clark Corporation on November 2, 2026. The transaction was governed by an Agreement and Plan of Merger dated November 2, 2025, involving merger subsidiaries Vesta Sub I, Inc. and Vesta Sub II, LLC, both wholly owned by K-C. Under the merger's terms, all outstanding Kenvue equity awards held by officers were either disposed of or converted into corresponding K-C instruments.

According to the filing, Matthew Orlando, serving as General Counsel, held eleven separate tranches of Kenvue stock options with exercise prices of $15.62, $17.49, $17.82, $19.01, $20.32, $20.44, $20.81, $21.97, $22.23, $22.40, and $23.92 per share. Each of those option tranches was disposed of on November 2, 2026, and converted into options to acquire K-C common stock, with the number of shares and exercise price each adjusted under the Equity Award Exchange Ratio defined in the Merger Agreement. Following those transactions, Orlando held zero Kenvue options of any class.

The 149,695 restricted stock units were converted into K-C awards covering a number of K-C shares equal to the product of the underlying Kenvue share count and the Equity Award Exchange Ratio, subject to the same terms and conditions that applied before the merger's effective time. Two tranches of performance stock units, covering 34,789.67 and 93,978.84 units respectively, were each shown as acquired and then disposed of on the same date, reflecting their conversion into K-C stock unit awards. The filing also disclosed the correction of a prior filing error related to tax withholding on PSU vesting.

What Was Disclosed

The filing reported that Orlando's entire direct beneficial ownership of Kenvue common stock, stock options, restricted stock units, and performance stock units was reduced to zero on November 2, 2026, as a result of Kimberly-Clark Corporation's completion of its acquisition of Kenvue Inc., with all awards converted into K-C instruments under the Merger Agreement's Equity Award Exchange Ratio.