Kenvue (KVUE) Chief People Officer exercises 85,534 options with tax withholding, keeps 46,602 shares

Rhea-AI Filing Summary

Kenvue Inc. Chief People Officer Luani Alvarado exercised employee stock options that were about to expire and settled related taxes without selling shares in the market. On February 6, 2026, Alvarado exercised 85,534 stock options at an exercise price of $13.76 per share, receiving the same number of Kenvue common shares.

Kenvue then withheld 71,581 shares at a price of $18.13 per share to cover the option exercise price and associated tax obligations, as described in the footnotes. The filing states that no shares were sold by Alvarado to cover these costs and that no market transactions occurred from the automatic option exercise. Following these transactions, Alvarado held 46,602.14 shares of Kenvue common stock directly.

Insights

Equity compensation and governance analyst

Routine automatic option exercise, tax withholding in shares, no open‑market sales disclosed.

The filing shows Chief People Officer Luani Alvarado exercising 85,534 stock options at an exercise price of $13.76 before they expired on February 8, 2026. The options were automatically exercised on the last trading day before expiration to avoid forfeiture, and the underlying award was fully vested.

The company withheld 71,581 common shares at $18.13 per share to satisfy the exercise price and tax obligations, leaving 46,602.14 shares directly owned. Footnotes clarify that no market transactions occurred from the automatic exercise and that Alvarado did not sell shares to fund taxes, suggesting this is a standard equity compensation event rather than a discretionary sale. Overall, this appears administratively routine, so the directional impact is neutral.

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^*

Alvarado Luani

(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)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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	02/06/2026		M(1)		85,534	A	$13.76	118,183.14	D
Common Stock	02/06/2026		F		71,581(2)	D	$18.13	46,602.14	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
Stock Options(3)	$13.76	02/06/2026		M			85,534	(4)	02/08/2026	Common Stock	85,534	$0	0	D

Explanation of Responses:

1. These options were scheduled to expire pursuant to their terms on February 8, 2026. As a result, they were exercised pursuant to an automatic exercise feature on the last trading day prior to the expiration date in order to avoid their forfeiture. No market transactions occurred as a result of this exercise.

2. Shares withheld by Kenvue for payment of taxes and exercise price associated with the reporting person's exercise of employee stock options. No shares were sold by the reporting person to satisfy the exercise price or associated tax liability.

3. These stock options 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 options with respect to Issuer common stock with adjustments made to the number of shares subject to the award and its exercise price in order to preserve the award's value.

4. This award is fully vested.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	02/10/2026
	** 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 transaction did Kenvue (KVUE) Chief People Officer Luani Alvarado report?

Luani Alvarado reported exercising 85,534 Kenvue stock options and receiving the same number of common shares. The options were exercised automatically just before their February 8, 2026 expiry, as described in the filing footnotes, to avoid forfeiture of the award.

Did Kenvue (KVUE) executive Luani Alvarado sell any shares in the February 2026 Form 4 filing?

The filing states that no shares were sold by Luani Alvarado. Instead, Kenvue withheld 71,581 shares to cover the option exercise price and associated taxes, and the company notes that no market transactions occurred due to the automatic option exercise.

How many Kenvue (KVUE) shares does Luani Alvarado own after the reported Form 4 transactions?

After the reported transactions, Luani Alvarado directly owned 46,602.14 Kenvue common shares. This figure reflects the 85,534 shares received from exercising stock options, reduced by 71,581 shares withheld by the company to satisfy exercise price and tax obligations.

Why were Luani Alvarado’s Kenvue (KVUE) stock options exercised on February 6, 2026?

The stock options were scheduled to expire on February 8, 2026, and were exercised automatically on the last trading day before expiration. The footnotes explain this automatic feature was designed to prevent forfeiture of the award, and no market transactions occurred from this exercise.

What were the key prices involved in Luani Alvarado’s Kenvue (KVUE) Form 4 transactions?

The stock options had an exercise price of $13.76 per share, and 85,534 options were exercised at that price. Kenvue then withheld 71,581 shares at a reported price of $18.13 per share to cover the option exercise cost and related tax obligations.

How were Luani Alvarado’s Kenvue (KVUE) stock options originally granted and later adjusted?

The filing notes that the stock options were originally granted by Johnson & Johnson. In connection with the Separation and under an Employee Matters Agreement, they were converted into options over Kenvue common stock, with adjustments to share count and exercise price to preserve the award’s value.