Kenvue director awarded 10,309 deferred share units

Smith Jeffrey C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Smith Jeffrey C reported acquisition or exercise transactions in this Form 4 filing.

Kenvue Inc. director Jeffrey C. Smith reported his ownership and a new equity award. Investment funds managed by Starboard Value LP hold 27,307,632 shares of Kenvue common stock, which may be attributed to him for reporting purposes, although he disclaims beneficial ownership beyond his pecuniary interest.

Smith also received a grant of 10,309 Deferred Share Units at $17.46 each. These units are to be settled in Kenvue common stock after his board service ends, with each unit delivering one share. Following this grant, he holds 25,432.688 Deferred Share Units directly, including amounts from dividend reinvestment.

Insider Trade Summary

Grant/Award: 10,309 shares

Grant/Award 2 txns

Insider Smith Jeffrey C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Units	10,309	$17.46	$180K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Deferred Share Units — 25,432.688 contracts (Direct); Common Stock, $0.01 par value — 27,307,632 shares (Indirect, By Starboard Value LP)

Footnotes (3)

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. Grant of Deferred Share Units ("DSUs") under the Issuer's Amended and Restated Deferred Fee Plan for Directors are to be settled in shares of the Issuer's common stock upon termination of the Reporting Person's directorship (with each DSU representing the right to receive one share of common stock on the settlement date).
3. F3. Includes shares acquired in dividend reinvestment transactions.

Key Figures

Indirect common shares: 27,307,632 shares Deferred Share Units granted: 10,309 units DSU grant price: $17.46 per unit +1 more

4 metrics

Indirect common shares 27,307,632 shares Common stock held by Starboard-managed accounts attributed for Section 16

Deferred Share Units granted 10,309 units New DSU grant to director on 2026-05-21

DSU grant price $17.46 per unit Grant price for 10,309 Deferred Share Units

Total DSUs after grant 25,432.688 units Deferred Share Units held by Jeffrey C. Smith following grant, including dividend reinvestment

Key Terms

Deferred Share Units, Amended and Restated Deferred Fee Plan for Directors, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, +1 more

5 terms

Deferred Share Units financial

"Grant of Deferred Share Units ("DSUs") under the Issuer's Amended and Restated Deferred Fee Plan for Directors"

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

"Grant of Deferred Share Units ("DSUs") under the Issuer's Amended and Restated Deferred Fee Plan for Directors"

pecuniary interest financial

"The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein"

Section 16 of the Securities Exchange Act of 1934 regulatory

"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"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

dividend reinvestment transactions financial

"Includes shares acquired in dividend reinvestment transactions"

FAQ

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

What insider transactions did Kenvue (KVUE) director Jeffrey C. Smith report?

Kenvue director Jeffrey C. Smith reported a grant of 10,309 Deferred Share Units at $17.46 each. He also reported indirect beneficial ownership of 27,307,632 Kenvue common shares held by Starboard-managed accounts, while disclaiming beneficial ownership beyond his pecuniary interest.

How many Kenvue (KVUE) shares are held by Starboard Value accounts?

Starboard Value LP–managed accounts hold 27,307,632 Kenvue common shares. As a managing member of Starboard, Jeffrey C. Smith may be deemed a beneficial owner for reporting under Section 16, but he expressly disclaims beneficial ownership except for his pecuniary interest.

What are Kenvue (KVUE) Deferred Share Units granted to Jeffrey C. Smith?

Jeffrey C. Smith received 10,309 Deferred Share Units under Kenvue’s Amended and Restated Deferred Fee Plan for Directors. Each unit represents the right to receive one Kenvue common share, settled in stock when his directorship ends, aligning part of his compensation with shareholder equity.

What is Jeffrey C. Smith’s total Deferred Share Unit holding in Kenvue (KVUE)?

After the latest grant, Jeffrey C. Smith holds 25,432.688 Deferred Share Units linked to Kenvue common stock. This total includes units acquired through dividend reinvestment transactions, which automatically reinvest cash dividends into additional units instead of cash payments.

Does Jeffrey C. Smith directly own the 27,307,632 Kenvue (KVUE) shares reported?

The 27,307,632 Kenvue shares are held by Starboard Value LP–managed accounts. Smith may be deemed a beneficial owner for Section 16 purposes but expressly disclaims beneficial ownership of those securities except to the extent of his pecuniary interest in the Starboard Accounts.

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

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Accepted by SEC EDGAR 05/26/2026 - 05:38 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)
05/21/2026

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)	(2)	05/21/2026		A		10,309		(2)	(2)	Common Stock	10,309	$17.46	25,432.688(3)	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. Grant of Deferred Share Units ("DSUs") under the Issuer's Amended and Restated Deferred Fee Plan for Directors are to be settled in shares of the Issuer's common stock upon termination of the Reporting Person's directorship (with each DSU representing the right to receive one share of common stock on the settlement date).

3. Includes shares acquired in dividend reinvestment transactions.

	/s/ Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith	05/26/2026
	** 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)