Kenvue (KVUE) CEO RSU Vesting Tied to Pending Kimberly-Clark Transaction

Rhea-AI Filing Summary

Kenvue Inc.'s chief executive officer reported an equity award transaction dated December 15, 2025. On that date, 118,561.65 restricted stock units converted on a one-for-one basis into the same number of Kenvue common shares at an exercise price of $0.

Of the shares received, 66,614 were withheld at a price of $17.21 per share to cover taxes, leaving 51,947.65 common shares directly owned after the transaction. The vesting was accelerated from an original schedule of July 14, 2026 to mitigate the adverse impact of Section 280G of the Internal Revenue Code in connection with a pending transaction between Kenvue and Kimberly-Clark Corporation, and the award is subject to clawback if it is later determined the executive would not have ultimately vested absent this acceleration.

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^*

Perry Kirk

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		118,561.65	A	$0	118,561.65	D
Common Stock	12/15/2025		F		66,614(1)	D	$17.21	51,947.65	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)	12/15/2025		M			118,561.65	(3)	(3)	Common Stock	118,561.65(4)	$0	0	D

Explanation of Responses:

1. Shares withheld for payment of taxes upon vesting of Restricted Stock Units.

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

3. This award was scheduled to vest in full on 7/14/2026, subject to the reporting person's continued service through such vesting date but vesting was accelerated in order to mitigate the adverse impact to the Issuer and the Reporting Person of Section 280G of the Internal Revenue Code in connection with the pending transaction between the Issuer and Kimberly-Clark Corporation.

4. This award will be subject to clawback in the event it is determined that the Reporting Person would not have ultimately vested in the award notwithstanding the acceleration reflected herein.

Remarks:

	/s/ Alla Berenshteyn, as attorney-in-fact	12/17/2025
	** 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 transaction did Kenvue (KVUE)'s CEO report on December 15, 2025?

The chief executive officer reported that 118,561.65 restricted stock units vested and converted into the same number of Kenvue common shares on December 15, 2025.

How many Kenvue (KVUE) shares were issued and withheld in the CEO's RSU vesting?

The vesting created 118,561.65 common shares, of which 66,614 shares were withheld at $17.21 per share to pay taxes, leaving 51,947.65 shares directly owned.

Why was the Kenvue (KVUE) CEO's RSU vesting accelerated?

The award, originally scheduled to vest on July 14, 2026, was accelerated to mitigate the adverse impact of Section 280G of the Internal Revenue Code in connection with a pending transaction between Kenvue and Kimberly-Clark Corporation.

How do the Kenvue (KVUE) restricted stock units relate to common stock?

The filing states that the restricted stock units correspond on a 1-for-1 basis with Kenvue's common stock, so each unit converts into one share.

Is the Kenvue (KVUE) CEO's accelerated RSU award subject to clawback?

Yes. The award is subject to clawback if it is determined that the reporting person would not have ultimately vested in the award without the acceleration.

What is the CEO's relationship to Kenvue (KVUE) in this insider filing?

The reporting person is identified as an officer of Kenvue Inc., serving as its Chief Executive Officer, filing individually for this transaction.