KVUE Insider Filing: 20.93M Shares Indirectly Held; 1,204 DSUs Added
Rhea-AI Filing Summary
Jeffrey C. Smith, a director of Kenvue Inc. (KVUE), reported transactions dated 10/01/2025. The filing shows 20,929,938 shares of Kenvue common stock are reported as indirectly beneficially owned through Starboard Value LP, which manages the Starboard Accounts holding those securities. On the same date the reporting person acquired 1,204 Deferred Share Units (DSUs), each representing the right to receive one share of common stock; these DSUs will be settled in shares following the reporting person’s separation from service and include dividend equivalents. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Smith.
Positive
- None.
Negative
- None.
Insights
TL;DR: Large indirect stake via Starboard and director DSU accrual show material exposure but no direct sale or open-market purchase disclosed.
The filing reports that Starboard Value LP-managed accounts hold 20,929,938 Kenvue shares that may be attributed to Jeffrey C. Smith as a managing member, indicating substantial economic exposure to KVUE through managed funds. The 1,204 DSUs increase deferred equity compensation and will convert to shares upon separation, and include dividend equivalents, modestly increasing long-term alignment with shareholders. Transaction timing and amounts are clear; no exercise prices or cash purchases are reported.
TL;DR: Director-level disclosure clarifies indirect ownership and deferred compensation settlement mechanics.
The Form 4 appropriately discloses indirect beneficial ownership through an investment manager relationship and the grant/accrual of DSUs under the issuer’s deferred fee plan for directors. The reporting person disclaims direct beneficial ownership except to the extent of pecuniary interest, which is standard for managed-account holdings. The DSUs’ conversion upon separation ties director compensation to equity, aligning incentives with shareholder outcomes.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Deferred Share Units | 1,204 | $0.00 | -- |
| holding | Common Stock, $0.01 par value | -- | -- | -- |
Footnotes (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. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock. The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors and will be settled in shares of common stock following the Reporting Person's separation from service. Includes DSUs acquired as dividend equivalents.
