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Kenvue director Mann disposes of 20.6K stock units

The deferred share units became a Kimberly-Clark Corporation stock unit award under an exchange ratio determined by a merger-agreement formula.

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Form Type
4

Rhea-AI Filing Summary

Kenvue Inc. director Erica L. Mann reported the disposition to the issuer of 20,567.33 deferred share units on November 2, 2026. Her reported direct balance in those units after the transaction was 0. Under the merger agreement, the units were assumed and converted into a Kimberly-Clark Corporation stock unit award using an exchange ratio determined by a formula. No Rule 10b5-1 plan is reported.

Insider Mann Erica L
Role Director
Type Security Shares Price Value
Disposition Deferred Share Units F2, F1, F3 20,567.33 -- --
Holdings After Transaction: Deferred Share Units — 0 contracts (Direct)
Holdings Before and After: Deferred Share Units, 20,567.33 to 0 contracts (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.
Deferred share units disposed 20,567.33 units November 2, 2026
Direct deferred share units following transaction 0 units Reported after the transaction
Shares represented by each deferred share unit 1 share Each deferred share unit represents the right to receive one share of Kenvue common stock
deferred share unit financial
"Each deferred share unit ("DSU") represents the right to receive one share"
Effective Time financial
"immediately prior to the Effective Time"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
equity award exchange ratio financial
"the equity award exchange ratio determined under a formula"

FAQ

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How many KVUE deferred share units did director Erica L. Mann dispose of?

Erica L. Mann reported disposing of 20,567.33 deferred share units on November 2, 2026; her reported direct balance afterward was 0. Under the merger agreement, the units were assumed and converted into a Kimberly-Clark Corporation stock unit award using an exchange ratio determined by a formula.

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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*
Mann Erica L

(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
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)20,567.3311/02/202611/02/2026Common Stock20,567.33(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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