Jeffrey Smith (KVUE) grows deferred share units to 15,123.688

Rhea-AI Filing Summary

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

Kenvue Inc. director Jeffrey C. Smith reported a routine compensation-related grant of 1,331 Deferred Share Units (DSUs). Each DSU entitles him to receive one share of Kenvue common stock, to be settled in shares after his separation from board service.

Following this grant and dividend reinvestment activity, Smith directly holds 15,123.688 DSUs. Separately, investment funds and managed accounts advised by Starboard Value LP indirectly hold 27,307,632 shares of Kenvue common stock. Smith, as a managing member of Starboard, may be deemed a beneficial owner for Section 16 purposes but disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Smith Jeffrey C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Share Units	1,331	$0.00	--
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Deferred Share Units — 15,123.688 shares (Direct); Common Stock, $0.01 par value — 27,307,632 shares (Indirect, By Starboard Value LP)

Footnotes (1)

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. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock. 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. Includes shares acquired in dividend reinvestment transactions.

Key Figures

Deferred Share Units granted: 1,331 units Total Deferred Share Units after grant: 15,123.688 units Indirect common shares via Starboard Accounts: 27,307,632 shares +1 more

4 metrics

Deferred Share Units granted 1,331 units Director compensation grant on 2026-03-30

Total Deferred Share Units after grant 15,123.688 units Director DSU balance following 2026-03-30 grant

Indirect common shares via Starboard Accounts 27,307,632 shares Kenvue common stock held by accounts managed by Starboard Value LP

DSU-to-share conversion ratio 1 DSU = 1 share Each Deferred Share Unit represents one Kenvue common share

Key Terms

Deferred Share Units, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, dividend reinvestment transactions

4 terms

Deferred Share Units financial

"The DSUs represent deferral of cash compensation 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.

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"

Form 4 Insider Transactions: What Each Field Means →

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)
03/30/2026

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)	(3)	03/30/2026		A		1,331		(3)	(3)	Common Stock	1,331	(2)	15,123.688(4)	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. Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer common stock.

3. 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.

4. Includes shares acquired in dividend reinvestment transactions.

	/s/ Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith	04/01/2026
	** 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)

FAQ

What did Kenvue (KVUE) director Jeffrey C. Smith report in this Form 4?

Jeffrey C. Smith reported receiving 1,331 Deferred Share Units as director compensation. These units are paid in stock rather than cash and increase his total DSU balance to 15,123.688, all of which will be settled in Kenvue common shares after he leaves the board.

How many Deferred Share Units does Jeffrey C. Smith now hold in Kenvue (KVUE)?

After the latest grant, Smith holds 15,123.688 Deferred Share Units. This figure includes the new 1,331-unit award and prior DSUs, as well as units acquired through dividend reinvestment, all convertible one-for-one into Kenvue common stock following his separation from board service.

What does the 1,331-unit DSU grant mean for Kenvue (KVUE) shareholders?

The 1,331 Deferred Share Unit grant is a routine, non-cash director compensation award. It modestly increases Smith’s future claim on Kenvue shares but does not involve any open-market buying or selling, so it mainly reflects standard board compensation rather than a trading decision.

How many Kenvue (KVUE) shares are indirectly associated with Starboard Value LP?

Managed accounts and funds advised by Starboard Value LP hold 27,307,632 Kenvue common shares. Smith is a managing member of Starboard and may be deemed a beneficial owner for Section 16 purposes, though he expressly disclaims beneficial ownership beyond his pecuniary interest in those accounts.

When will Jeffrey C. Smith’s Kenvue (KVUE) Deferred Share Units be settled?

Smith’s Deferred Share Units will be settled in Kenvue common stock after his separation from service as a director. Until then, the DSUs function as deferred compensation, accumulating value and dividend reinvestment units rather than providing immediate cash or tradable shares.