Kenvue director exchanged 25,598 shares in merger

Each deferred share unit represented a right to receive one Kenvue common share before the merger conversion.

Available on EDGAR 11/02/2026 - 11:51 AM EST Accepted by SEC EDGAR 11/02/2026 - 11:48 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Kenvue Inc. director Richard E. Allison Jr. exchanged 25,598 common shares in Kenvue's merger with Kimberly-Clark on November 2, 2026, receiving 0.14625 shares of Kimberly-Clark common stock and $3.50 cash per share; his reported direct common-stock balance afterward was zero. On the same date, 53,709.41 deferred share units were assumed and converted into Kimberly-Clark stock unit awards under the merger terms. He acquired 1,453 deferred share units on October 29, 2026, representing deferred cash compensation and including dividend equivalents.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider ALLISON RICHARD E JR

Role Director

Type	Security	Shares	Price	Value
Disposition	Deferred Share Units F2, F1, F5	53,709.41	--	--
Disposition	Common Stock F1	25,598	--	--
Grant/Award	Deferred Share Units F3, F2, F4	1,453	--	--

Holdings After Transaction: Deferred Share Units — 53,709.41 contracts (Direct); Common Stock — 0 shares (Direct)

Holdings Before and After: Deferred Share Units, 105,965.82 to 53,709.41 contracts (Direct); Common Stock, 25,598 to 0 shares (Direct)

Footnotes (5)

1. F1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
2. F2. Each deferred share unit ("DSU") represents the right to receive one share of Company Common Stock.
3. F3. The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors.
4. F4. Includes DSUs acquired as dividend equivalents.
5. F5. Pursuant to the Merger Agreement, each DSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Company DERs with respect to such DSU prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

Key Figures

Common shares exchanged: 25,598 shares Stock Consideration: 0.14625 shares of Kimberly-Clark common stock per Kenvue common share Cash Consideration: $3.50 per Kenvue common share +3 more

6 metrics

Common shares exchanged 25,598 shares Kenvue common shares exchanged on November 2, 2026

Stock Consideration 0.14625 shares of Kimberly-Clark common stock per Kenvue common share Merger consideration on November 2, 2026

Cash Consideration $3.50 per Kenvue common share Merger consideration on November 2, 2026

Deferred Share Units converted 53,709.41 units Converted into Kimberly-Clark stock unit awards on November 2, 2026

Deferred Share Units acquired 1,453 units Acquired on October 29, 2026, including dividend equivalents

Direct common shares following transaction 0 shares Reported after the November 2, 2026 transaction

Key Terms

deferred share unit, Stock Consideration, Cash Consideration, equity award exchange ratio

4 terms

deferred share unit financial

"Each deferred share unit ("DSU") represents the right to receive one share of Company Common Stock."

Stock Consideration financial

"the "Stock Consideration""

Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.

Cash Consideration financial

"the "Cash Consideration""

Cash consideration is the actual money paid to buy a company, asset, or stake rather than payment in shares or other forms. For investors it matters because cash payments deliver immediate, certain value and affect the buyer’s and seller’s cash reserves and balance sheets—like selling a car for cash versus taking a trade-in, one side gets instant spending power while the other changes its liquidity and risk profile.

equity award exchange ratio financial

"the equity award exchange ratio determined under a formula in the Merger Agreement"

FAQ

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

How many Kenvue shares did Richard E. Allison Jr. exchange in the merger?

Richard E. Allison Jr., a Kenvue director, exchanged 25,598 Kenvue common shares for 0.14625 shares of Kimberly-Clark common stock and $3.50 cash per share on November 2, 2026.

How were Richard E. Allison Jr.'s Kenvue deferred share units treated in the merger?

53,709.41 deferred share units were assumed and converted into a Kimberly-Clark stock unit award. The award covered a number of Kimberly-Clark shares determined using the merger agreement's equity award exchange ratio and remained subject to the same terms and conditions that applied before the conversion.

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

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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

X

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^*

ALLISON RICHARD E JR

(Last) (First) (Middle)

C/O KENVUE INC.

1 KENVUE WAY

(Street)

SUMMIT NEW JERSEY 07901

(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)
10/29/2026

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	11/02/2026		D(1)		25,598	D	(1)	0	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
Deferred Share Units	(3)	10/29/2026		A		1,453		(3)	(3)	Common Stock	1,453	(2)	53,709.41(4)	D
Deferred Share Units	(2)	11/02/2026		D(1)			53,709.41	11/02/2026	11/02/2026	Common Stock	53,709.41	(5)	0	D

Explanation of Responses:

1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").

2. Each deferred share unit ("DSU") represents the right to receive one share of Company Common Stock.

3. The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors.

4. Includes DSUs acquired as dividend equivalents.

5. Pursuant to the Merger Agreement, each DSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Company DERs with respect to such DSU prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

	/s/ Pinto Adhola, as attorney in fact	11/02/2026
	** 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)