MORFITT MARTHA A M 4

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.