Kenvue: Starboard disposes of 27.3M shares in merger

A director acquired 1,453 deferred share units under the director fee deferral plan, including dividend equivalents.

Available on EDGAR 11/02/2026 - 05:00 PM EST Accepted by SEC EDGAR 11/02/2026 - 05:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Kenvue Inc. director Jeffrey C. Smith reported that Starboard Value LP disposed of 27,307,632 Kenvue common shares to the issuer on November 2, 2026, with a reported post-transaction position of zero shares. Kimberly-Clark Corporation acquired Kenvue under merger terms providing 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash for each Kenvue common share.

Separately, 30,404.8810 deferred share units were assumed and converted into Kimberly-Clark stock unit awards, with the covered share count determined by the merger agreement’s equity award exchange ratio formula and the awards subject to the same terms and conditions as before the Effective Time. Starboard-managed accounts held the reported common shares; Smith, a managing member of Starboard, may be deemed to beneficially own them for Section 16 purposes but expressly disclaimed beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Smith Jeffrey C

Role Director

Type	Security	Shares	Price	Value
Disposition	Deferred Share Units F3, F2, F6	30,404.881	--	--
Disposition	Common Stock, $0.01 par value F2, F1	27,307,632	--	--
Grant/Award	Deferred Share Units F3, F4, F5	1,453	--	--

Holdings After Transaction: Deferred Share Units — 30,404.881 contracts (Direct); Common Stock, $0.01 par value — 0 shares (Indirect, By Starboard Value LP)

Holdings Before and After: Deferred Share Units, 59,356.762 to 30,404.881 contracts (Direct); Common Stock, $0.01 par value, 27,307,632 to 0 shares (Indirect, By Starboard Value LP)

Footnotes (6)

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. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Issuer, 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 Issuer's common stock ("Issuer 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").
3. F3. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer Common Stock.
4. F4. The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors.
5. F5. Includes DSUs acquired as dividend equivalents.
6. F6. 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 Issuer Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Issuer 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

Common shares disposed by Starboard Value LP: 27,307,632 shares Reported common shares following disposition: 0 shares Deferred share units converted: 30,404.8810 deferred share units +3 more

6 metrics

Common shares disposed by Starboard Value LP 27,307,632 shares November 2, 2026

Reported common shares following disposition 0 shares Starboard Value LP position after the November 2, 2026 transaction

Deferred share units converted 30,404.8810 deferred share units November 2, 2026

Deferred share units acquired 1,453 deferred share units October 29, 2026; includes units acquired as dividend equivalents

Stock Consideration 0.14625 shares of Kimberly-Clark common stock per Kenvue common share Merger consideration

Cash Consideration $3.50 per Kenvue common share Merger consideration

Key Terms

Deferred Share Units, Merger Consideration, equity award exchange ratio, pecuniary interest

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.

Merger Consideration financial

"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.

equity award exchange ratio financial

"the equity award exchange ratio determined under a formula"

pecuniary interest regulatory

"except to the extent of his pecuniary interest therein"

FAQ

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

How many KVUE shares did Starboard Value LP dispose of?

Starboard Value LP disposed of 27,307,632 Kenvue common shares on November 2, 2026, and the reported post-transaction position was zero shares. The transaction occurred under the merger in which each Kenvue common share was exchanged for 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash.

How were KVUE deferred share units handled in the Kimberly-Clark acquisition?

The 30,404.8810 deferred share units were assumed and converted into Kimberly-Clark stock unit awards covering a number of shares determined by the merger agreement’s equity award exchange ratio formula. The awards remained subject to the same terms and conditions that applied before the Effective Time.

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^*

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)
10/29/2026

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	11/02/2026		D(2)		27,307,632	D	(2)	0	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(3)	(4)	10/29/2026		A		1,453		(4)	(4)	Common Stock	1,453	(3)	30,404.881(5)	D
Deferred Share Units(3)	(3)	11/02/2026		D(2)			30,404.881	11/02/2026	11/02/2026	Common Stock	30,404.881	(6)	0	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. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Issuer, 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 Issuer's common stock ("Issuer 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").

3. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer Common Stock.

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

5. Includes DSUs acquired as dividend equivalents.

6. 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 Issuer Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Issuer 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/ Lorelei Martin, Attorney-in-Fact for Jeffrey C. Smith	11/02/2026
	** 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)