Kenvue (KVUE) General Counsel Form 4 shows RSU conversion and tax share withholding

Rhea-AI Filing Summary

Kenvue Inc.'s General Counsel reported equity transactions involving company stock on Form 4. On 12/01/2025, 4,378.21 restricted stock units were converted into the same number of common shares at an exercise price of $0, reflecting the vesting of previously granted equity awards. On the same date, 2,031 shares of common stock were withheld at a price of $17.22 per share to cover taxes due at vesting. After these transactions, the reporting person directly owned 28,839.324 shares of Kenvue common stock, including shares acquired through dividend reinvestment. The underlying award vests in three equal installments on 12/01/2024, 12/01/2025, and 12/01/2026, contingent on continued service.

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).

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^*

Orlando Matthew

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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
Common Stock	12/01/2025		M		4,378.21	A	$0(1)	30,870.324	D
Common Stock	12/01/2025		F		2,031(2)	D	$17.22	28,839.324(3)	D

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
Restricted Stock Units	(1)	12/01/2025		M			4,378.21	(4)	(4)	Common Stock	4,378.21	$0	4,378.3(3)	D

Explanation of Responses:

1. These units correspond 1 for 1 with the Company's common stock.

2. Shares withheld for payment of taxes upon vesting of Restricted Share Units.

3. Includes shares acquired in dividend reinvestment transactions.

4. This award vests in three equal installments on 12/01/2024, 12/01/2025, and 12/01/2026, subject to the reporting person's continued service through the vesting date.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	12/03/2025
	** 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).
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FAQ

What insider transaction did Kenvue (KVUE) disclose in this Form 4?

Kenvue reported that its General Counsel had 4,378.21 restricted stock units convert into common stock on 12/01/2025, reflecting vesting of an equity award.

How many Kenvue (KVUE) shares were withheld for taxes in this filing?

The filing shows that 2,031 shares of Kenvue common stock were withheld at $17.22 per share to pay taxes due upon vesting of restricted stock units.

How many Kenvue (KVUE) shares does the reporting person own after the transactions?

Following the reported transactions, the General Counsel directly owned 28,839.324 shares of Kenvue common stock, which includes shares from dividend reinvestment transactions.

What is the vesting schedule of the Kenvue restricted stock unit award in this Form 4?

The restricted stock unit award vests in three equal installments on 12/01/2024, 12/01/2025, and 12/01/2026, subject to the reporting person’s continued service.

What do the restricted stock units in this Kenvue (KVUE) Form 4 represent?

The filing explains that each restricted stock unit corresponds on a 1-for-1 basis with a share of Kenvue’s common stock, meaning 4,378.21 units convert into 4,378.21 shares.

Is the Kenvue (KVUE) Form 4 filed by a single reporting person?

Yes. The document indicates the Form 4 is filed by one reporting person, who serves as Kenvue’s General Counsel and is an officer of the company.