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Kenvue director Michael E. Sneed disposes of shares

For each Kenvue common share, the merger terms provided 0.14625 Kimberly-Clark shares plus $3.50 cash.

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Form Type
4

Rhea-AI Filing Summary

Kenvue Inc. director Michael E. Sneed reported dispositions to the issuer on November 2, 2026: 10,787 common shares and 37,794.81 deferred share units. His reported post-transaction positions were zero in both securities. In connection with Kimberly-Clark Corporation’s acquisition of Kenvue, each Kenvue common share was exchanged for 0.14625 shares of Kimberly-Clark common stock plus $3.50 cash. Each deferred share unit was assumed and converted into a Kimberly-Clark stock unit award under the merger agreement.

Insider Sneed Michael E
Role Director
Type Security Shares Price Value
Disposition Deferred Share Units F2, F1, F3 37,794.81 -- --
Disposition Common Stock F1 10,787 -- --
Holdings After Transaction: Deferred Share Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)
Holdings Before and After: Deferred Share Units, 37,794.81 to 0 contracts (Direct); Common Stock, 10,787 to 0 shares (Direct)
Footnotes (3)
  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. 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.
Common shares returned to issuer 10,787 shares November 2, 2026
Deferred share units disposed 37,794.81 deferred share units November 2, 2026
Merger stock consideration 0.14625 Kimberly-Clark common shares per Kenvue common share Merger consideration
Merger cash consideration $3.50 per Kenvue common share Merger consideration
Common shares following transaction 0 shares Reported after the transaction
Deferred share units following transaction 0 deferred share units Reported after the transaction
deferred share unit financial
"Each deferred share unit ("DSU") represents the right to receive one share"
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"

FAQ

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

How many KVUE shares did Michael E. Sneed dispose of?

On November 2, 2026, he reported returning 10,787 Kenvue common shares to the issuer and disposing of 37,794.81 deferred share units in connection with the acquisition.

How were Kenvue deferred share units treated in the Kimberly-Clark acquisition?

Each deferred share unit was assumed and converted into a Kimberly-Clark stock unit award covering shares based on the merger-agreement equity award exchange ratio, subject to the same terms and conditions that applied before the effective time.

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

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SEC Form 4
FORM 4UNITED 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*
Sneed Michael E

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock11/02/2026D(1)10,787D(1)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Share Units(2)11/02/2026D(1)37,794.8111/02/202611/02/2026Common Stock37,794.81(3)0D
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. 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 fact11/04/2026
** Signature of Reporting PersonDate
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)

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