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Kenvue Inc.

Matthew Orlando (General Counsel) reports KVUE insider transactions

4KVUEFiled Nov 4, 2026, 5:47 PM ET· Period Nov 2, 2026

AI-generated summary

General Counsel Matthew Orlando disposed of 20,394 shares of Common Stock, alongside stock options, restricted stock units, and performance stock units, through various transactions including sales back to the company and grants on November 2, 2026. Following these transactions, the insider holds 0 shares of Common Stock directly. The filings note the company's acquisition by Kimberly-Clark Corporation pursuant to a merger agreement.

View original filing on SEC.gov (opens SEC EDGAR)

Key facts

Insider
Matthew Orlando · General Counsel
DateTransactionSharesPriceValueHeld afterOwnership
Nov 2, 2026D · sale back to the companyFootnotes F1, F2−20,394——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−42,782——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−37,707——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−20,913——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−160,481——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−164,742——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−40,589——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−112,941——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−33,996——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−36,426——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−32,433——0Direct
Nov 2, 2026D · sale back to the companyStock OptionsFootnotes F1, F3−136,220——0Direct
Nov 2, 2026D · sale back to the companyRestricted Stock UnitsFootnotes F4, F1, F5−149,695——0Direct
Nov 2, 2026A · grantPerformance Stock UnitsFootnotes F6, F1, F7+34,789.67——0Direct
Nov 2, 2026D · sale back to the companyPerformance Stock UnitsFootnotes F6, F1, F7−34,789.67——0Direct
Nov 2, 2026A · grantPerformance Stock UnitsFootnotes F6, F1, F7+93,978.84——0Direct
Nov 2, 2026D · sale back to the companyPerformance Stock UnitsFootnotes F6, F1, F7−93,978.84——0Direct
Footnotes
  1. F1 On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement. In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
  2. F2 Reflects the correction of an inadvertent error in a prior filing which incorrectly applied tax withholding upon the vesting of PSUs.
  3. F3 Pursuant to the Merger Agreement, each outstanding option to purchase the Company's Common Stock (a "Company Option"), whether vested or unvested, was assumed and converted into an option to acquire a number of shares of K-C Common Stock equal to the number of shares of Company Common Stock under such Company Option, subject to same terms and conditions that applied prior to the Effective Time, except that the exercise price and the number of shares of K-C Common Stock issuable upon exercise of such Company Option were adjusted based on the equity award exchange ratio determined under a formula in the Merger Agreement (the "Equity Award Exchange Ratio").
  4. F4 Each restricted stock unit ("RSU") corresponds 1 for 1 with the Company's Common Stock.
  5. F5 Pursuant to the Merger Agreement, each unvested RSU was assumed and converted into an equivalent K-C award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time (including any additional Company RSUs credited as Company DERs with respect to such Issuer RSU Award immediately prior to the Effective Time) and (b) the Equity Award Exchange Ratio, subject to the same terms and conditions that applied prior to the Effective Time.
  6. F6 Each performance stock unit ("PSU") corresponds 1 for 1 with the Company's common stock.
  7. F7 Pursuant to the Merger Agreement, each PSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such Company PSU immediately prior to the Effective Time (including any additional Company RSUs credited as Company DERs with respect to such Company RSU prior to the Effective Time) and (b) the Equity Award Exchange Ratio, subject to the same terms and conditions (other than performance-based vesting) that applied prior to the Effective Time. PSUs granted on December 7, 2023 converted based on 128.3% of target achievement as of the Effective Time, as determined by the Compensation & Human Capital Committee (the "CHCC") of the Company's Board of Directors. The PSUs granted in 2024 and 2025 converted based on 100% of target achievement as of the Effective Time, as determined by the CHCC.

More KVUE filings

Not investment advice. Summaries can contain errors; the SEC filing is the official record.