KVUE Form 4: Director Converts Fees into 1,204 DSUs, Ownership Now 12,045.728

Rhea-AI Filing Summary

Sarah Hofstetter, a Kenvue director, received 1,204 Deferred Share Units (DSUs) on 10/01/2025 under the company's Amended and Restated Deferred Fee Plan for Directors. Each DSU represents the right to one share of Kenvue common stock and will be settled in shares when the reporting person separates from service. The filing shows these DSUs include dividend equivalents and reports total beneficial ownership of 12,045.728 shares following the transaction.

This Form 4 was filed by one reporting person and signed by an attorney-in-fact. The DSUs were recorded as acquisitions and held in direct ownership form.

Positive

• Acquisition of 1,204 DSUs increases director's alignment with shareholders by converting fees into equity equivalents
• DSUs include dividend equivalents, modestly increasing the economic value of the deferred compensation
• Total beneficial ownership reported as 12,045.728 shares provides transparency on insider holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Director deferred cash compensation into 1,204 DSUs, increasing direct beneficial ownership to 12,045.728 shares; settlement occurs at separation.

The filing documents a routine director compensation deferral rather than an open-market purchase or sale. Converting cash fees into DSUs aligns director pay with shareholder exposure because payout will be in common stock at separation. The transaction is small relative to typical public-company float and carries no immediate dilution or cash impact. The inclusion of dividend equivalents modestly increases the share-equivalent amount reported.

Corporate Governance Expert

TL;DR: Governance practice noted: director elected to take deferred fees as DSUs, consistent with standard director equity alignment programs.

This is a standard governance mechanism to align independent director compensation with shareholder interests. The DSUs vest/settle upon separation and are reported as direct ownership. The filing is informational and routine; it does not indicate a change in board composition or executive control.

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).

1. Name and Address of Reporting Person^*

Hofstetter Sarah

(Last) (First) (Middle)

C/O 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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

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(1)	(2)	10/01/2025		A		1,204		(2)	(2)	Common Stock	1,204	(1)	12,045.728(3)	D

Explanation of Responses:

1. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock.

2. 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.

3. Includes DSUs acquired as dividend equivalents.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	10/01/2025
	** 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.

FAQ

What did Sarah Hofstetter report on Form 4 for Kenvue (KVUE)?

She acquired 1,204 Deferred Share Units (DSUs) on 10/01/2025, recorded as an acquisition under the director deferred fee plan.

What is a DSU and how will it be settled for KVUE?

Each DSU represents the right to one share of Kenvue common stock and will be settled in shares following the reporting person’s separation from service.

Does the Form 4 show immediate share dilution from this transaction?

No immediate dilution is shown; the DSUs are recorded now and will be settled in shares in the future upon separation.

How many shares does Hofstetter beneficially own after the reported transaction?

12,045.728 shares is the beneficial ownership amount reported following the acquisition of the DSUs.

Were the DSUs part of dividend equivalents?

Yes. The filing states the total includes DSUs acquired as dividend equivalents.