Kenvue (KVUE) VP gains stock from RSUs as 933 shares withheld for tax

Rhea-AI Filing Summary

Kenvue Inc. VP & Chief Accounting Officer Heather Howlett reported equity award activity involving restricted stock units and common stock. On 03/05/2026, 2,722.87 restricted stock units, which correspond 1-for-1 with Kenvue common stock, were converted into 2,722.87 common shares. On the same date, 933 common shares at $18.25 per share were withheld to cover taxes due at vesting, leaving her with 32,988.37 common shares held directly. Following the transaction, 2,721.89 restricted stock units remained outstanding, and her holdings also include shares acquired through dividend reinvestment.

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

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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^*

Howlett Heather

(Last) (First) (Middle)

1 KENVUE WAY

(Street)

SUMMIT NJ 07901

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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

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

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

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	03/05/2026		M		2,722.87	A	$0	33,921.37	D
Common Stock	03/05/2026		F		933(1)	D	$18.25	32,988.37	D

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
Restricted Stock Units	(2)	03/05/2026		M			2,722.87	(3)	(3)	Common Stock	2,722.87	$0	2,721.89(4)	D

Explanation of Responses:

1. Shares withheld for payment of taxes upon vesting of Restricted Stock Units.

2. These units correspond 1 for 1 with the Company's common stock.

3. This award vests in three equal installments on 03/05/2025, 03/05/2026, and 03/05/2027, subject to the reporting person's continued service through such vesting date.

4. Includes shares acquired in dividend reinvestment transactions.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Kenvue (KVUE) executive Heather Howlett report on this Form 4?

Heather Howlett reported the conversion of 2,722.87 restricted stock units into common stock and the withholding of 933 common shares at $18.25 per share to satisfy tax obligations, resulting in 32,988.37 common shares held directly afterward.

How many Kenvue (KVUE) restricted stock units did Heather Howlett convert to common stock?

Heather Howlett converted 2,722.87 restricted stock units into an equal number of Kenvue common shares. The filing states these units correspond 1-for-1 with common stock, reflecting an equity award vesting and derivative exercise on 03/05/2026.

Why were 933 Kenvue (KVUE) shares disposed of in Heather Howlett’s Form 4 filing?

The 933 Kenvue common shares were withheld to pay taxes due upon vesting of restricted stock units. The Form 4 identifies the transaction with code “F,” meaning shares were delivered to satisfy tax liability rather than sold in an open-market transaction.

What is Heather Howlett’s Kenvue (KVUE) direct common share ownership after these transactions?

After the reported transactions, Heather Howlett directly holds 32,988.37 Kenvue common shares. The filing also notes her position in restricted stock units and indicates these holdings include shares acquired through dividend reinvestment transactions over time.

What are the vesting terms for Heather Howlett’s Kenvue (KVUE) restricted stock unit award?

The restricted stock unit award vests in three equal installments on 03/05/2025, 03/05/2026, and 03/05/2027, subject to her continued service. Each vested installment corresponds 1-for-1 to Kenvue common stock, as disclosed in the footnotes of the Form 4.

Do Heather Howlett’s Kenvue (KVUE) restricted stock units convert directly into common stock?

Yes. The Form 4 states that the restricted stock units correspond 1-for-1 with Kenvue common stock. When units vest and are exercised, they convert into the same number of common shares, as shown by the 2,722.87-unit conversion on 03/05/2026.