KVUE VP Howlett Converts 27,181 RSUs, 9,633 Shares Used for Taxes

Rhea-AI Filing Summary

Kenvue Inc. insider Heather Howlett, Vice President & Chief Accounting Officer, reported two transactions in the company's common stock on 10/03/2025. She acquired 27,181 shares through conversion of restricted stock units that correspond 1-for-1 to common shares and that are fully vested. To cover taxes on vesting, 9,633 shares were withheld and disposed at a price of $15.78, leaving her with 21,268.02 shares beneficially owned after the transactions. The acquired units had a stated acquisition price of $0, reflecting conversion of previously granted RSUs.

Positive

• 27,181 vested RSUs converted 1-for-1 into common stock, indicating no forfeiture
• The converted award is explicitly described as fully vested, removing vesting uncertainty

Negative

• 9,633 shares were withheld and disposed to pay taxes, reducing net insider holdings
• Disposal occurred at $15.78, realizing proceeds that reduce the insider's share count

Insights

Corporate Governance & Insider Transactions Expert

TL;DR: Insider converted vested RSUs into 27,181 shares; 9,633 shares were withheld for taxes at $15.78.

The conversion reflects the treatment of legacy RSUs granted by a prior parent company and converted into the issuer's stock with value-preserving adjustments; the resulting award is fully vested and was converted 1-for-1 into common stock.

Tax-withholding reduced net holdings by 9,633 shares at the disclosed price; this is a common liquidity event for tax obligations rather than an open-market sale. Monitor total beneficial ownership levels and any future open-market sales in the next several quarters for changes to insider stake.

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

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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^*

Howlett Heather

(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)
	VP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		M		27,181	A	$0(1)	30,901.02	D
Common Stock	10/03/2025		F		9,633(2)	D	$15.78	21,268.02	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(3)	(3)	10/03/2025		M			27,181	(4)	(4)	Common Stock	27,181	$0	0	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 ("RSUs").

3. These RSUs were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 20223 (the "Separation") and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer (the "Employee Matters Agreement"), were converted into RSUs with respect to Issuer common stock with adjustments made to the number of shares subject to the award in order to preserve the award's value.

4. This award is fully vested.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	10/07/2025
	** 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 transactions did Heather Howlett report on Form 4 for KVUE?

She reported conversion of 27,181 RSUs into common stock and withholding of 9,633 shares for taxes; the withheld shares were disposed at $15.78.

Were the converted RSUs vested or unvested for KVUE insider Heather Howlett?

The disclosure states the award is fully vested.

How many shares does Heather Howlett beneficially own after these transactions?

She beneficially owns 21,268.02 shares following the reported transactions.

Why was an acquisition price listed as $0 for some shares?

The units converted 1-for-1 from previously granted RSUs and were recorded with an acquisition price of $0 upon conversion.

Do the reported transactions reflect an open-market sale by the insider?

No. The disposition of 9,633 shares was a withholding to cover taxes upon RSU vesting, not described as an open-market sale.