MORFITT MARTHA A M 4
4 · OLAPLEX HOLDINGS, INC. · Filed Jul 7, 2026
Research Summary
AI-generated summary of this filing
Olaplex (OLPX) Director Martha Morfitt Sells Shares in Merger
What Happened
- Martha A. M. Morfitt, a director of Olaplex Holdings, reported dispositions tied to the March 26, 2026 merger with Henkel. On 2026-07-07 she received cash consideration of $2.06 per share for outstanding common shares/RSUs: 402,833 shares for $829,836 and 9,000 shares for $18,540 (total 411,833 shares; total cash ≈ $848,376).
- In addition, 376,110 outstanding stock options held by Morfitt were automatically cancelled for no consideration because the options’ $3.34 exercise price exceeded the $2.06 per‑share merger consideration. The reported cash amounts include proceeds for 110,294 shares underlying her restricted stock unit (RSU) awards that were converted into cash at closing.
Key Details
- Transaction date: 2026-07-07. Price per share: $2.06 (merger consideration).
- Shares converted/sold: 411,833 common shares/RSUs; proceeds ≈ $848,376.
- Derivative impact: 376,110 company options cancelled for no consideration (exercise price $3.34 > $2.06).
- Footnotes: Transactions occurred under the Agreement and Plan of Merger; each outstanding share/RSU was converted into $2.06 cash. RSUs were cashed out; in‑the‑money options would have been paid the spread, but these options were out‑of‑the‑money and cancelled.
- Shares owned after transaction: not specified in the provided excerpt of the filing.
- Filing timeliness: filing date and period date are 2026-07-07; no late‑filing indication shown in the excerpt.
Context
- These were not open‑market sales but automatic cash conversions and cancellations resulting from the merger with Henkel. The cash received reflects the merger consideration, and the option cancellations reflect that the strike price exceeded the deal price (no cash payout). This is a corporate-transaction disposition rather than a voluntary trading decision by the director.
Insider Transaction Report
Form 4Exit
MORFITT MARTHA A M
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-07-07$2.06/sh−402,833$829,836→ 0 total - Disposition to Issuer
Common Stock
[F2]2026-07-07$2.06/sh−9,000$18,540→ 0 total(indirect: By Spouse) - Disposition to Issuer
Company Stock Options
[F3][F4]2026-07-07−376,110→ 0 totalExercise: $3.34→ Common Stock (376,110 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 26, 2026, by and among the Issuer, Henkel US Operations Corporation ("Parent"), and Margot Acquisition Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"). At the effective time of the Merger (the "Effective Time"), each share of Common Stock of the Issuer (each, a "Share") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $2.06 per Share in cash (the "Merger Consideration"), without interest, subject to any withholding of taxes required by applicable law.
- [F2]At the Effective Time, each award of restricted stock units covering Shares granted under the Issuer's 2021 Equity Incentive Plan, the Issuer's Amended & Restated 2020 Omnibus Equity Incentive Plan, or any other effective equity or equity-based incentive plan sponsored by the Issuer or its affiliates (collectively, the "Company Equity Plans") (each such award, a "Company RSU Award") that was outstanding immediately prior to the Effective Time (whether vested or unvested) was, by virtue of the Merger, automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company RSU Award, multiplied by (y) the Merger Consideration. The amount reported includes 110,294 Shares underlying the Reporting Person's Company RSU Awards, which were automatically cancelled and converted into the right to receive the Merger Consideration at the Effective Time.
- [F3]At the Effective Time, each option to purchase Shares granted under the Issuer's Company Equity Plans (each, a "Company Option") that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was, by virtue of the Merger, automatically cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company Option, multiplied by (y) the excess, if any, of the Merger Consideration over the per Share exercise price of such Company Option; provided, however, that any Company Option that had a per Share exercise price that was equal to or greater than the Merger Consideration was cancelled for no consideration.
- [F4](Continued from footnote 3) The Reporting Person's Company Options had a per Share exercise price of $3.34, which exceeded the Merger Consideration of $2.06 per Share. Accordingly, all 376,110 of the Reporting Person's Company Options were cancelled for no consideration at the Effective Time.
Signature
/s/ John Duffy, attorney-in-fact|2026-07-07