Kenvue (NYSE: KVUE) exec converts RSUs into 34,907 shares

Rhea-AI Filing Summary

Kenvue Inc. Group President EMEA & LA Lawson Carlton reported the vesting and conversion of restricted stock units into common stock. On February 13, 2026, RSUs covering 4,519 shares and 34,907 shares were exercised, resulting in corresponding acquisitions of Kenvue common stock.

One RSU conversion reflected a price of $18.66 per share, while another showed a price of $0.00, consistent with stock-settled awards. Footnotes state all shares acquired upon vesting were retained and related tax withholdings were paid in cash. Following these transactions, Carlton directly owned 97,521.03 shares of Kenvue common stock.

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^*

Lawson Carlton

(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)
	Group President EMEA & LA

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		4,519(1)	A	$0	62,614.03	D
Common Stock	02/13/2026		M		34,907(1)	A	$18.66	97,521.03	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(2)	(2)	02/13/2026		M			4,519	(3)	(3)	Common Stock	4,519	$0	0	D
Restricted Stock Units(4)	(4)	02/13/2026		M			34,907	(3)	(3)	Common Stock	34,907	$0	0	D

Explanation of Responses:

1. The reporting person retained all shares acquired upon vesting and paid the related tax withholdings in cash.

2. These restricted stock units ("RSUs") were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 2023 (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.

3. This award is fully vested.

4. These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into time-based 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 and with performance criteria deemed satisfied at the target level, unless two years have been completed in the performance period, in which case performance was deemed satisfied at the level of performance for such years.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Kenvue (KVUE) report for Lawson Carlton?

Kenvue reported that executive Lawson Carlton exercised restricted stock units, converting them into common shares. The Form 4 shows RSU conversions into 4,519 and 34,907 shares, with all acquired shares retained and tax obligations settled in cash rather than through share withholding.

How many Kenvue (KVUE) shares does Lawson Carlton own after this Form 4?

After the reported RSU conversions, Lawson Carlton directly holds 97,521.03 Kenvue common shares. This figure reflects the new ownership balance immediately following the February 13, 2026 transactions disclosed, with no reported dispositions or sales of shares in this filing.

What types of securities were involved in Lawson Carlton’s Kenvue (KVUE) Form 4?

The filing involves restricted stock units and Kenvue common stock. RSUs originally granted by Johnson & Johnson were converted into Kenvue RSUs at the spin-off, then exercised into common shares, preserving award value under the Employee Matters Agreement between Johnson & Johnson and Kenvue.

Did Lawson Carlton sell any Kenvue (KVUE) shares in this Form 4?

No sales are reported in this Form 4. All transactions use code “M,” indicating exercises or conversions of derivative securities, specifically restricted stock units, into Kenvue common stock. Footnotes specify that all acquired shares were retained, with taxes paid in cash instead of share withholding.

What is notable about the RSUs disclosed for Kenvue (KVUE) in this filing?

The RSUs were originally granted by Johnson & Johnson and converted to Kenvue RSUs at the separation, with adjustments to preserve value. Some awards were fully vested, and certain performance-based units were converted to time-based RSUs with performance deemed satisfied per the Employee Matters Agreement.

On what date did Lawson Carlton’s Kenvue (KVUE) RSU conversions occur?

All reported transactions occurred on February 13, 2026. On that date, restricted stock units covering 4,519 and 34,907 shares were exercised or converted into Kenvue common stock, as reflected by transaction code “M” in both derivative and corresponding non-derivative transaction lines.