[Form 4] Kenvue Inc. Insider Trading Activity

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.

Insights

Financial Analyst

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.

Corporate Governance Expert

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.

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).

1. Name and Address of Reporting Person^*

Smith Jeffrey C

(Last) (First) (Middle)

201 E LAS OLAS BOULEVARD, SUITE 1000

(Street)

FORT LAUDERDALE FL 33301

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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, $0.01 par value								20,929,938	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(2)	(3)	10/01/2025		A		1,204		(3)	(3)	Common Stock	1,204	(2)	12,045.727(4)	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. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock.

3. 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.

4. Includes DSUs acquired as dividend equivalents.

	/s/ Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith	10/01/2025
	** 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.

FAQ

What did Jeffrey C. Smith report on Form 4 for Kenvue (KVUE)?

The Form 4 reports that Mr. Smith is associated with Starboard Value LP which holds 20,929,938 Kenvue shares indirectly and that he acquired 1,204 Deferred Share Units on 10/01/2025.

What are the Deferred Share Units (DSUs) reported?

Each DSU represents the right to receive one share of Kenvue common stock; the DSUs will be settled in shares following the reporting person’s separation from service and include dividend equivalents.

Are the 20,929,938 shares directly owned by Jeffrey C. Smith?

No; the filing states the shares are indirectly beneficially owned through Starboard Value LP and Mr. Smith disclaims direct beneficial ownership except to the extent of his pecuniary interest.

When were these transactions reported?

The transactions are reported with a transaction date of 10/01/2025, and the Form 4 is signed by an attorney-in-fact on that date.

Does the filing show any sales or market purchases by Mr. Smith?

No sales or open-market purchases by Mr. Smith are disclosed in this Form 4; it reports indirect holdings and acquisition of DSUs.