Kenvue director Prabhu disposes of 37.8K stock units

The merger agreement converted deferred share units into Kimberly-Clark stock unit awards using an equity award exchange ratio determined under its terms.

Available on EDGAR 11/04/2026 - 05:54 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:53 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Kenvue Inc. director Vasant M. Prabhu reported a disposition to the issuer of 37,794.81 deferred share units on November 2, 2026, with zero deferred share units reported afterward. Kimberly-Clark Corporation acquired Kenvue that day; under the merger agreement, each deferred share unit was assumed and converted into a Kimberly-Clark stock unit award using an equity award exchange ratio determined under the agreement, subject to the prior award’s terms and conditions.

Insider Trade Summary

Disposition: 37,794.81 shares

Disposition 1 txn

Insider PRABHU VASANT M

Role Director

Type	Security	Shares	Price	Value
Disposition	Deferred Share Units F2, F1, F3	37,794.81	--	--

Holdings After Transaction: Deferred Share Units — 0 contracts (Direct)

Holdings Before and After: Deferred Share Units, 37,794.81 to 0 contracts (Direct)

Footnotes (3)

1. F1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
2. F2. Each deferred share unit ("DSU") represents the right to receive one share of Company Common Stock.
3. F3. Pursuant to the Merger Agreement, each DSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Company DERs with respect to such DSU prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

Key Figures

Deferred share units disposed: 37,794.81 deferred share units Deferred share units following transaction: 0 deferred share units Common shares represented by each deferred share unit: 1 Kenvue common share +2 more

5 metrics

Deferred share units disposed 37,794.81 deferred share units Reported for November 2, 2026

Deferred share units following transaction 0 deferred share units After the November 2, 2026 transaction

Common shares represented by each deferred share unit 1 Kenvue common share Each deferred share unit represented the right to receive one share

Stock consideration 0.14625 Kimberly-Clark common shares Merger consideration for each Kenvue common share

Cash consideration $3.50 cash Merger consideration for each Kenvue common share

Key Terms

Deferred Share Units, Effective Time, equity award exchange ratio, Merger Consideration

4 terms

Deferred Share Units financial

"Each deferred share unit ("DSU") represents the right to receive one share"

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.

Effective Time technical

"immediately prior to the Effective Time"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

equity award exchange ratio technical

"the equity award exchange ratio determined under a formula"

Merger Consideration financial

"the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration""

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

FAQ

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

How many KVUE deferred share units did Vasant M. Prabhu dispose of?

Vasant M. Prabhu reported the disposition of 37,794.81 deferred share units on November 2, 2026, with zero deferred share units reported afterward.

How were KVUE deferred share units treated in Kimberly-Clark’s acquisition?

Each deferred share unit was assumed and converted into a Kimberly-Clark stock unit award. The award covered shares based on the number of Kenvue common shares subject to the DSU immediately before the Effective Time, including additional DSUs credited as Company DERs, multiplied by the equity award exchange ratio determined under the merger agreement. The prior terms and conditions continued to apply.

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

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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

X

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^*

PRABHU VASANT M

(Last) (First) (Middle)

C/O KENVUE INC.

1 KENVUE WAY

(Street)

SUMMIT NEW JERSEY 07901

(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)
11/02/2026

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

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)	11/02/2026		D(1)			37,794.81	11/02/2026	11/02/2026	Common Stock	37,794.81	(3)	0	D

Explanation of Responses:

1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").

2. Each deferred share unit ("DSU") represents the right to receive one share of Company Common Stock.

3. Pursuant to the Merger Agreement, each DSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Company DERs with respect to such DSU prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

	/s/ Pinto Adhola, as attorney in fact	11/04/2026
	** 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)