Kenvue (NYSE: KVUE) COO converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Kenvue Inc. Chief Operations Officer Meredith Stevens reported multiple equity transactions tied to previously granted Restricted Stock Units (RSUs). On this date, RSUs for 24,825 units and 3,215 units were exercised and converted into common stock at a stated price of $0.00 per share, reflecting vesting of equity awards rather than open-market purchases. Related common stock entries show matching acquisitions of 24,825 shares and 3,215 shares, increasing her direct holdings.

To cover tax obligations upon RSU vesting, 7,147 shares and 884 shares of common stock were disposed of at $18.66 per share, consistent with tax-withholding transactions rather than discretionary sales. Following these movements, Stevens directly owned 86,046.18 shares of Kenvue common stock. Footnotes state that some awards are now fully vested and that the RSUs were originally granted by Johnson & Johnson and converted into Kenvue RSUs in connection with Kenvue’s separation, with adjustments to preserve award value and performance treated as achieved under specified conditions.

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^*

Stevens Meredith

(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 Operations 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		24,825	A	$0	90,862.18	D
Common Stock	02/13/2026		F		7,147(1)	D	$18.66	83,715.18	D
Common Stock	02/13/2026		M		3,215	A	$0	86,930.18	D
Common Stock	02/13/2026		F		884(2)	D	$18.66	86,046.18	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(3)	(3)	02/13/2026		M			24,825	(2)	(2)	Common Stock	24,825	$0	0	D
Restricted Stock Units(4)	(4)	02/13/2026		M			3,215	(2)	(2)	Common Stock	3,215	$0	0	D

Explanation of Responses:

1. Shares withheld for payment of taxes upon vesting of Restricted Stock Units ("RSUs").

2. This award is fully vested.

3. 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.

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	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Kenvue (KVUE) COO Meredith Stevens report?

Meredith Stevens reported RSU vesting and related share movements. She converted 24,825 and 3,215 Restricted Stock Units into Kenvue common stock, then had 7,147 and 884 shares withheld to satisfy tax obligations, ending with 86,046.18 directly owned shares.

Did the Kenvue (KVUE) COO buy or sell shares on the open market?

The transactions reflect RSU vesting and tax withholding, not open‑market trading. Shares were acquired through exercise of previously granted Restricted Stock Units and a portion was disposed of solely to pay taxes associated with that vesting event.

How many Kenvue (KVUE) shares does Meredith Stevens hold after these transactions?

After the reported equity transactions, Meredith Stevens directly owns 86,046.18 Kenvue common shares. This balance reflects RSU exercises that increased her holdings, partially offset by shares withheld and disposed of to satisfy tax liabilities.

What prices were used for the Kenvue (KVUE) insider share dispositions?

The tax‑withholding disposals were reported at a price of $18.66 per Kenvue share. These transactions were characterized as payment of tax liabilities by delivering securities, not discretionary market sales initiated for investment reasons.

What role did Restricted Stock Units play in this Kenvue (KVUE) Form 4?

Restricted Stock Units were central to the filing. Previously granted RSUs vested and were exercised into common stock at a stated price of $0.00, then some resulting shares were withheld at $18.66 per share to cover taxes, as described in the transaction details.

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

Footnotes explain the RSUs originated as Johnson & Johnson performance share units. In connection with Kenvue’s separation, they were converted into Kenvue time‑based RSUs with adjusted share counts to preserve value and performance deemed satisfied under specified conditions.