Kenvue (KVUE) Chief People Officer logs RSU vesting and tax share dispositions

Rhea-AI Filing Summary

Kenvue Inc. Chief People Officer Luani Alvarado reported multiple equity transactions involving Restricted Stock Units (RSUs) and common stock on February 13, 2026. RSUs covering 14,120 and 1,822 shares were exercised or converted into common stock at a stated price of $0.00 per share.

To cover tax obligations upon RSU vesting, Alvarado disposed of 4,843 and 625 common shares at $18.66 per share through tax-withholding transactions, not open-market sales. Following these transactions, Alvarado directly owned 57,076.14 Kenvue common shares.

Footnotes explain that the RSUs were originally granted by Johnson & Johnson and were converted into Kenvue time-based RSUs in connection with Kenvue’s separation, with this award now fully vested.

Insider Trade Summary

15,942 shares exercised/converted

Mixed 6 txns

Insider Alvarado Luani

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	14,120	$0.00	--
Exercise	Restricted Stock Units	1,822	$0.00	--
Exercise	Common Stock	14,120	$0.00	--
Tax Withholding	Common Stock	4,843	$18.66	$90K
Exercise	Common Stock	1,822	$0.00	--
Tax Withholding	Common Stock	625	$18.66	$12K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 60,722.14 shares (Direct)

Footnotes (1)

1. Shares withheld for payment of taxes upon vesting of Restricted Stock Units ("RSUs"). 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. This award is fully vested. 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.

Form 4 Insider Transactions: What Each Field Means →

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)
02/13/2026

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		14,120	A	$0	60,722.14	D
Common Stock	02/13/2026		F		4,843(1)	D	$18.66	55,879.14	D
Common Stock	02/13/2026		M		1,822	A	$0	57,701.14	D
Common Stock	02/13/2026		F		625(1)	D	$18.66	57,076.14	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
Restricted Stock Units(2)	(2)	02/13/2026		M			14,120	(3)	(3)	Common Stock	14,120	$0	0	D
Restricted Stock Units(4)	(4)	02/13/2026		M			1,822	(3)	(3)	Common Stock	1,822	$0	0	D

Explanation of Responses:

1. Shares withheld for payment of taxes upon vesting of 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	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What did Kenvue (KVUE) Chief People Officer Luani Alvarado report on this Form 4?

Luani Alvarado reported RSU conversions into Kenvue common stock and related tax-withholding share dispositions. The filing details derivative exercises of RSUs and automatic share withholdings to satisfy tax obligations tied to these equity awards.

How many Kenvue (KVUE) shares did Luani Alvarado acquire through RSU conversion?

Alvarado acquired Kenvue common stock from RSUs covering 14,120 shares and 1,822 shares. These were recorded as exercises or conversions of derivative securities at a stated price of $0.00 per share, reflecting equity awards rather than open-market purchases.

What Kenvue (KVUE) shares were disposed of for tax withholding in this Form 4?

The Form 4 shows dispositions of 4,843 and 625 Kenvue common shares at $18.66 per share. Footnotes describe these as shares withheld to pay taxes upon RSU vesting, not discretionary sales into the open market by the executive.

What is Luani Alvarado’s Kenvue (KVUE) share ownership after these transactions?

After the reported RSU conversions and tax-withholding dispositions, Alvarado directly owned 57,076.14 shares of Kenvue common stock. This figure reflects the net position following all derivative exercises and related share withholdings reported for February 13, 2026.

How are Johnson & Johnson equity awards related to these Kenvue (KVUE) RSUs?

The footnotes state these RSUs were originally granted by Johnson & Johnson and converted to Kenvue RSUs at the time of Kenvue’s separation. Adjustments preserved award value, and certain performance criteria were deemed satisfied under the Employee Matters Agreement.

Were the Kenvue (KVUE) RSU awards reported by Luani Alvarado fully vested?

Yes. A footnote specifies that the reported RSU award is fully vested. This means the underlying shares were no longer subject to vesting conditions when the RSUs converted into Kenvue common stock on the transaction date disclosed in the Form 4.