Kenvue (KVUE) director Jeffrey C. Smith reports major stock purchases

Rhea-AI Filing Summary

Kenvue Inc. director Jeffrey C. Smith reported purchases of the company’s common stock through accounts managed by Starboard Value LP. On 12/11/2025, the Starboard Accounts bought 3,177,694 shares at a weighted-average price of $17.4318 per share, and on 12/12/2025 they bought 3,200,000 shares at a weighted-average price of $17.373 per share. Following these transactions, 27,307,632 Kenvue shares were beneficially owned by the Starboard Accounts and reported as indirectly owned by Smith. The filing notes that, as a managing member of Starboard, he may be deemed to beneficially own these securities for Section 16 purposes but disclaims beneficial ownership except to the extent of his pecuniary interest. Smith also holds 13,641.878 deferred share units, each representing one share of common stock to be delivered after his separation from service, including units credited as dividend equivalents.

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 FL 33301

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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, $0.01 par value	12/11/2025		P		3,177,694	A	$17.4318(5)	24,107,632	I	By Starboard Value LP(1)
Common Stock, $0.01 par value	12/12/2025		P		3,200,000	A	$17.373(6)	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)							(3)	(3)	Common Stock	13,641.878(4)		13,641.878(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 DSUs acquired as dividend equivalents.

5. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.3720 to $17.5550, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction.

6. Represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.3580 to $17.3880, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased in each transaction.

	/s/ Lindsey Cara, Attorney-in-Fact for Jeffrey C. Smith	12/15/2025
	** 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 insider stock purchases did Kenvue (KVUE) disclose in this filing?

The filing reports that on 12/11/2025, accounts managed by Starboard Value LP purchased 3,177,694 shares of Kenvue common stock at a weighted-average price of $17.4318 per share, and on 12/12/2025 they purchased 3,200,000 shares at a weighted-average price of $17.373 per share.

How many Kenvue (KVUE) shares are beneficially owned after these transactions?

After the reported purchases, the Starboard Accounts beneficially owned 27,307,632 shares of Kenvue common stock, which are reported as indirectly owned by director Jeffrey C. Smith.

Who is the reporting person in the Kenvue (KVUE) Form 4 and what is his relationship to the issuer?

The reporting person is Jeffrey C. Smith, who is identified as a director of Kenvue Inc. The filing indicates that he is a managing member of Starboard Value LP, which manages the accounts that hold the reported shares.

How does Jeffrey C. Smith’s beneficial ownership of Kenvue (KVUE) shares work in this filing?

The filing explains that Starboard Value LP manages certain accounts and funds that hold the reported Kenvue shares and may be deemed to beneficially own them. As a managing member of Starboard, Smith may be deemed to beneficially own the securities held by these accounts for Section 16 purposes, but he expressly disclaims beneficial ownership except to the extent of his pecuniary interest.

What deferred share units are disclosed for Kenvue (KVUE) in this report?

The report shows that Jeffrey C. Smith holds 13,641.878 deferred share units (DSUs). Each DSU represents the right to receive one share of Kenvue common stock. The DSUs reflect deferral of cash compensation under the issuer’s Amended and Restated Deferred Fee Plan for Directors and will be settled in shares after his separation from service, including DSUs acquired as dividend equivalents.

Were the Kenvue (KVUE) share purchases made in multiple transactions and what were the price ranges?

Yes. For the 12/11/2025 purchase, the filing states the 3,177,694 shares were bought in multiple transactions at prices ranging from $17.3720 to $17.5550, with a weighted-average price of $17.4318. For the 12/12/2025 purchase, the 3,200,000 shares were bought in multiple transactions at prices ranging from $17.3580 to $17.3880, with a weighted-average price of $17.373.