Kenvue director granted 1,413 deferred share units

Kenvue Inc. director Jeffrey C. Smith reported his equity holdings and a new compensation-related award.

Rhea-AI Filing Summary

Kenvue Inc. director Jeffrey C. Smith reported his equity holdings and a new compensation-related award. Investment funds and accounts managed by Starboard Value LP, where Smith is a Managing Member, hold 27,307,632 shares of Kenvue common stock indirectly attributed to him for Section 16 purposes, although he disclaims beneficial ownership beyond his pecuniary interest. Smith also received a grant of 1,413 Deferred Share Units (DSUs), representing deferred cash compensation under Kenvue’s director fee plan. Each DSU is the right to receive one share of common stock, to be settled after his separation from service, and his DSU balance increased to 27,023.086 units, including amounts acquired as dividend equivalents.

Insider Trade Summary

Grant/Award: 1,413 shares

Grant/Award 2 txns

Insider Smith Jeffrey C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Units	1,413	$0.00	$0.00
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Deferred Share Units — 27,023.086 contracts (Direct); Common Stock, $0.01 par value — 27,307,632 shares (Indirect, By Starboard Value LP)

Footnotes (4)

1. F1. Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
2. F2. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock.
3. F3. The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors and will be settled in shares of common stock following the Reporting Person's separation from service.
4. F4. Includes DSUs acquired as dividend equivalents.

Key Figures

Indirect common shares: 27,307,632 shares New DSU grant: 1,413 units Total DSUs after grant: 27,023.086 units +1 more

4 metrics

Indirect common shares 27,307,632 shares Common stock held by Starboard Accounts attributed to Smith for Section 16 purposes

New DSU grant 1,413 units Deferred Share Units granted as director fee deferral

Total DSUs after grant 27,023.086 units Deferred Share Units balance following the transaction, including dividend equivalents

Underlying common shares for DSUs 1,413 shares Each DSU represents the right to receive one share of Kenvue common stock

Key Terms

Deferred Share Units, dividend equivalents, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +1 more

5 terms

Deferred Share Units financial

"Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock."

Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.

dividend equivalents financial

"Includes DSUs acquired as dividend equivalents."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

pecuniary interest financial

"The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein."

Section 16 of the Securities Exchange Act of 1934 regulatory

"may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended."

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

Deferred Fee Plan for Directors financial

"The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Kenvue (KVUE) director Jeffrey C. Smith report?

Jeffrey C. Smith reported a new grant of 1,413 Deferred Share Units and updated his existing equity holdings. These DSUs are compensation-related awards that will convert into Kenvue common stock upon his separation from service, rather than an open-market purchase or sale.

How many Kenvue (KVUE) shares are held by Starboard accounts linked to Jeffrey C. Smith?

Managed accounts and funds advised by Starboard Value LP hold 27,307,632 shares of Kenvue common stock. Smith is a Managing Member of Starboard and may be deemed to beneficially own these shares for Section 16 purposes but disclaims ownership beyond his pecuniary interest.

What are Deferred Share Units (DSUs) reported by Kenvue (KVUE) director Jeffrey C. Smith?

Deferred Share Units are bookkeeping units, each representing the right to receive one Kenvue common share. Smith’s DSUs reflect deferral of cash director fees and will be settled in shares after his separation from service, rather than being immediately deliverable or traded in the market.

How many Deferred Share Units does Kenvue (KVUE) director Jeffrey C. Smith hold after this filing?

After the latest grant, Jeffrey C. Smith holds 27,023.086 Deferred Share Units. This total includes the newly awarded 1,413 units plus DSUs previously accumulated, including those acquired as dividend equivalents that mirror dividends paid on Kenvue common stock.

Did Kenvue (KVUE) director Jeffrey C. Smith buy or sell common stock in this Form 4?

The Form 4 does not show open-market buys or sells by Smith. It primarily reports indirect holdings through Starboard-managed accounts and a grant of 1,413 Deferred Share Units as deferred director compensation, which will convert to stock in the future.

How will Jeffrey C. Smith’s Kenvue (KVUE) Deferred Share Units be settled?

The Deferred Share Units will be settled in Kenvue common stock following Jeffrey C. Smith’s separation from service as a director. Until then, DSUs function as deferred compensation, and the balance may grow through additional awards and dividend equivalent credits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 05:31 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Jeffrey C

(Last) (First) (Middle)

201 E LAS OLAS BOULEVARD, SUITE 1000

(Street)

FORT LAUDERDALE FLORIDA 33301

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kenvue Inc. [ KVUE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value								27,307,632	I	By Starboard Value LP(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Units(2)	(3)	06/29/2026		A		1,413		(3)	(3)	Common Stock	1,413	(2)	27,023.086(4)	D

Explanation of Responses:

1. Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

2. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock.

3. The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors and will be settled in shares of common stock following the Reporting Person's separation from service.

4. Includes DSUs acquired as dividend equivalents.

	/s/ Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith	07/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)