Kenvue director Jeffrey C. Smith acquires 1,300 stock units

The DSUs are deferred cash compensation and will be settled in common shares following the director's separation from service.

Rhea-AI Filing Summary

Kenvue Inc. director Jeffrey C. Smith acquired 1,300 deferred share units (DSUs) on September 28, 2026. They defer cash compensation under the Amended and Restated Deferred Fee Plan for Directors and will be settled in common shares following his separation from service. His resulting direct balance was 28,618.343 DSUs, including units acquired as dividend equivalents. Separately, Starboard Value LP-managed accounts held 27,307,632 common shares; Smith may be deemed to beneficially own them for Section 16 purposes but disclaims ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 1,300 shares

Grant/Award 2 txns

Insider Smith Jeffrey C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Units F2, F3, F4	1,300	--	--
holding	Common Stock, $0.01 par value F1	--	--	--

Holdings After Transaction: Deferred Share Units — 28,618.343 contracts (Direct); Common Stock, $0.01 par value — 27,307,632 shares (Indirect, By Starboard Value LP)

Footnotes (4)

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. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock.
3. F3. 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. F4. Includes DSUs acquired as dividend equivalents.

Key Figures

DSUs acquired: 1,300 DSUs Direct DSU balance after transaction: 28,618.343 DSUs Indirect common shares: 27,307,632 shares +1 more

4 metrics

DSUs acquired 1,300 DSUs September 28, 2026

Direct DSU balance after transaction 28,618.343 DSUs Following the reported acquisition; includes DSUs acquired as dividend equivalents

Indirect common shares 27,307,632 shares Reported through Starboard Value LP-managed accounts

Common shares per DSU 1 share Each DSU represents the right to receive one common share

Key Terms

Deferred Share Units, Amended and Restated Deferred Fee Plan for Directors, dividend equivalents, 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.

Amended and Restated Deferred Fee Plan for Directors financial

"deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors"

dividend equivalents financial

"Includes DSUs acquired as dividend equivalents"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

FAQ

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

How many DSUs did Kenvue (KVUE) director Jeffrey C. Smith acquire?

Smith acquired 1,300 DSUs on September 28, 2026. Each DSU represents the right to receive one Kenvue common share, and the units defer cash compensation under the Amended and Restated Deferred Fee Plan for Directors.

When will Jeffrey C. Smith's Kenvue (KVUE) DSUs be settled?

The DSUs will be settled in common shares following Smith's separation from service. They represent deferred cash compensation under Kenvue's Amended and Restated Deferred Fee Plan for Directors.

How many Kenvue (KVUE) shares are reported through Starboard Value LP?

27,307,632 common shares are reported as indirectly held through Starboard Value LP. The footnote says Starboard manages accounts and funds holding the securities; Smith may be deemed to beneficially own them for Section 16 purposes but disclaims beneficial ownership except to the extent of his pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 06:48 PM Accepted by SEC EDGAR 09/29/2026 - 06:47 PM Learn about SEC filing dates

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

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)
09/28/2026

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								27,307,632	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)	09/28/2026		A		1,300		(3)	(3)	Common Stock	1,300	(2)	28,618.343(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/ Lorelei Martin, Attorney-in-Fact for Jeffrey C. Smith	09/29/2026
	** 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)