Kenvue CAO reports RSU vesting and tax share offsets

Kenvue Inc. VP & Chief Accounting Officer Heather Howlett reported equity compensation activity involving restricted stock units (RSUs) and common stock.

Rhea-AI Filing Summary

Kenvue Inc. VP & Chief Accounting Officer Heather Howlett reported equity compensation activity involving restricted stock units (RSUs) and common stock. On February 13, 2026, she exercised or converted RSUs into 12,016 shares of common stock and a separate 1,555 RSUs into common stock, both at a stated price of $0.0000 per share, reflecting non-cash vesting.

To cover tax liabilities upon RSU vesting, 4,131 shares and an additional 518 shares of common stock were disposed of at $18.6600 per share through tax-withholding transactions, rather than open-market sales. After these transactions, Howlett directly owned 30,190.0200 shares of Kenvue common stock.

Insider Trade Summary

13,571 shares exercised/converted

Exercise 6 txns

Insider Howlett Heather

Role VP & Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	12,016	$0.00	$0.00
Exercise	Restricted Stock Units	1,555	$0.00	$0.00
Exercise	Common Stock	12,016	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,131	$18.66	$77K
Exercise	Common Stock	1,555	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	518	$18.66	$10K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 30,190.02 shares (Direct)

Footnotes (4)

1. F1. Shares withheld for payment of taxes upon vesting of the Restricted Stock Units ("RSUs").
2. F2. These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 2023 (the "Separation") and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer (the "Employee Matters Agreement"), were converted into time-based RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value and with performance criteria deemed satisfied at the target level, unless two years have been completed in the performance period, in which case performance was deemed satisfied at the level of performance for such years.
3. F3. This award is fully vested.
4. F4. These RSUs were originally granted by Johnson & Johnson and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value.

FAQ

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What insider transactions did Kenvue (KVUE) report for Heather Howlett?

Heather Howlett reported RSU vesting and related tax-withholding transactions. She converted 12,016 and 1,555 restricted stock units into common shares and had 4,131 and 518 shares withheld at $18.66 per share to satisfy tax obligations tied to those equity awards.

Did Kenvue VP Heather Howlett buy or sell KVUE shares on the open market?

The filing shows no open-market purchases or sales. Reported transactions are RSU exercises at $0.00 and share dispositions coded “F” at $18.66, representing shares withheld to pay taxes upon vesting, rather than discretionary buying or selling in the market.

How many Kenvue (KVUE) shares does Heather Howlett own after these transactions?

After the reported RSU conversions and tax-withholding dispositions, Heather Howlett directly owns 30,190.0200 shares of Kenvue common stock. This figure reflects all transactions on February 13, 2026, including both RSU exercises and shares withheld to cover associated tax liabilities.

What do the Form 4 codes M and F mean in the Kenvue (KVUE) filing?

Code “M” indicates the exercise or conversion of derivative securities, here restricted stock units becoming common stock at $0.00. Code “F” represents shares withheld at $18.66 per share to pay exercise price or tax liabilities, not open-market sales or purchases.

Were Kenvue (KVUE) restricted stock units fully vested in this Form 4?

The filing states that the reported award is fully vested. RSUs originally granted by Johnson & Johnson were converted into Kenvue RSUs at the separation, preserving value and deeming performance criteria satisfied under the Employee Matters Agreement terms described in the footnotes.

How are Johnson & Johnson equity awards reflected in this Kenvue (KVUE) Form 4?

The RSUs were originally Johnson & Johnson performance share units. In connection with Kenvue’s separation and the Employee Matters Agreement, they were converted into time-based Kenvue RSUs, with adjustments to share numbers and performance deemed satisfied as described in the footnotes.

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

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Accepted by SEC EDGAR 02/18/2026 - 08:35 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
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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^*

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)
02/13/2026

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	02/13/2026		M		12,016	A	$0	33,284.02	D
Common Stock	02/13/2026		F		4,131(1)	D	$18.66	29,153.02	D
Common Stock	02/13/2026		M		1,555	A	$0	30,708.02	D
Common Stock	02/13/2026		F		518(1)	D	$18.66	30,190.02	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)	(2)	02/13/2026		M			12,016	(3)	(3)	Common Stock	12,016	$0	0	D
Restricted Stock Units(4)	(4)	02/13/2026		M			1,555	(3)	(3)	Common Stock	1,555	$0	0	D

Explanation of Responses:

1. Shares withheld for payment of taxes upon vesting of the Restricted Stock Units ("RSUs").

2. These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 2023 (the "Separation") and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer (the "Employee Matters Agreement"), were converted into time-based RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value and with performance criteria deemed satisfied at the target level, unless two years have been completed in the performance period, in which case performance was deemed satisfied at the level of performance for such years.

3. This award is fully vested.

4. These RSUs were originally granted by Johnson & Johnson and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
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