[Form 4] Kenvue Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kenvue Inc.'s General Counsel reported multiple equity transactions dated 12/15/2025. Several blocks of restricted stock units (RSUs) covering 10,579, 1,370, 6,360.64 and 5,611.05 underlying shares were converted into common stock at a $0 exercise price, while 6,494, 841, 3,905 and 3,445 shares were withheld at per-share prices of $17.28 and $17.21 to pay taxes. Following these transactions, the officer directly held 38,075.014 shares of Kenvue common stock, including shares acquired through dividend reinvestment.

The RSUs were originally granted by Johnson & Johnson and were converted into Kenvue awards in connection with Kenvue’s separation, with performance criteria for one grant deemed satisfied at the target level. Portions of several awards that had been scheduled to vest in installments between 2024 and 2028 were accelerated as part of “Section 280G Mitigation” related to a pending transaction between Kenvue and Kimberly-Clark Corporation. The accelerated awards are subject to clawback if it is later determined the officer would not have ultimately vested under the original terms, and each unit corresponds one-for-one with Kenvue common stock.

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^*

Orlando Matthew

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		10,579	A	$0	39,418.324	D
Common Stock	12/15/2025		F		6,494(1)	D	$17.28	32,924.324	D
Common Stock	12/15/2025		M		1,370	A	$0	34,294.324	D
Common Stock	12/15/2025		F		841(1)	D	$17.28	33,453.324	D
Common Stock	12/15/2025		M		6,360.64	A	$0	39,813.964	D
Common Stock	12/15/2025		F		3,905(1)	D	$17.21	35,908.964	D
Common Stock	12/15/2025		M		5,611.05	A	$0	41,520.014	D
Common Stock	12/15/2025		F		3,445(1)	D	$17.21	38,075.014(2)	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)	12/15/2025		M			10,579	(4)	(4)	Common Stock	10,579(5)	$0	0	D
Restricted Stock Units(6)	(6)	12/15/2025		M			1,370	(7)	(7)	Common Stock	1,370(5)	$0	0	D
Restricted Stock Units	(8)	12/15/2025		M			6,360.64	(9)	(9)	Common Stock	6,360.64(5)	$0	6,359.66(2)	D
Restricted Stock Units	(8)	12/15/2025		M			5,611.05	(10)	(10)	Common Stock	5,611.05(5)	$0	11,221.13(2)	D

Explanation of Responses:

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

2. Includes shares acquired in dividend reinvestment transactions.

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, 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.

4. This award was scheduled to vest in full on 2/13/2026, subject to the reporting person's continued service through the vesting date but vesting was accelerated in order to mitigate the adverse impact to the Issuer and the Reporting Person of Section 280G of the Internal Revenue Code in connection with the pending transaction between the Issuer and Kimberly-Clark Corporation ("Section 280G Mitigation").

5. This award will be subject to clawback in the event it is determined that the Reporting Person would not have ultimately vested in the award notwithstanding the acceleration reflected herein.

6. These RSUs were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 20223 and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer, 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.

7. This award was scheduled to vest in three equal installments on 02/13/2024, 02/13/2025, and 02/13/2026, subject to the reporting person's continued service through the vesting date but the vesting of the portion reflected herein was accelerated from 02/13/2026 in connection with the Section 280G Mitigation.

8. These units correspond 1 for 1 with the Company's common stock.

9. This award was scheduled to vest in three equal installments on 03/05/2025, 03/05/2026, and 03/05/2027, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/05/2026 in connection with the 280G Mitigation.

10. This award was scheduled to vest in three equal installments on 03/10/2026, 03/10/2027, and 03/10/2028, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/10/2026 in connection with the Section 280G Mitigation.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	12/17/2025
	** Signature of Reporting Person	Date
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