Kenvue director Pawlus disposes of 25.8K stock units

The merger agreement converted the director’s deferred share units into a Kimberly-Clark stock unit award using an exchange-ratio formula.

Available on EDGAR 11/04/2026 - 05:50 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:49 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Kenvue Inc. director Kathleen M. Pawlus reported disposing of 25,797.06 deferred share units to the issuer on November 2, 2026; her reported resulting position was 0 deferred share units. Kimberly-Clark Corporation acquired Kenvue that day under a merger agreement, which provided that each Kenvue common share was exchanged for 0.14625 shares of Kimberly-Clark common stock plus $3.50 cash. Each DSU was assumed and converted into a Kimberly-Clark stock unit award under an exchange-ratio formula in the agreement.

Insider Trade Summary

Disposition: 25,797.06 shares

Disposition 1 txn

Insider PAWLUS KATHLEEN M

Role Director

Type	Security	Shares	Price	Value
Disposition	Deferred Share Units F2, F1, F3	25,797.06	--	--

Holdings After Transaction: Deferred Share Units — 0 contracts (Direct)

Holdings Before and After: Deferred Share Units, 25,797.06 to 0 contracts (Direct)

Footnotes (3)

1. F1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
2. F2. Each deferred share unit ("DSU") represents the right to receive one share of Company Common Stock.
3. F3. Pursuant to the Merger Agreement, each DSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Company DERs with respect to such DSU prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

Key Figures

Deferred share units disposed: 25,797.06 deferred share units Reported resulting position: 0 deferred share units Stock consideration per Kenvue common share: 0.14625 shares of Kimberly-Clark common stock per Kenvue common share +1 more

4 metrics

Deferred share units disposed 25,797.06 deferred share units Reported for November 2, 2026

Reported resulting position 0 deferred share units After the November 2, 2026 transaction

Stock consideration per Kenvue common share 0.14625 shares of Kimberly-Clark common stock per Kenvue common share Merger consideration

Cash consideration per Kenvue common share $3.50 per Kenvue common share Merger consideration

Key Terms

deferred share unit, equity award exchange ratio, Effective Time, Stock Consideration

4 terms

deferred share unit financial

"Each deferred share unit ("DSU") represents the right to receive one share"

equity award exchange ratio financial

"the equity award exchange ratio determined under a formula in the Merger Agreement"

Effective Time financial

"immediately prior to the Effective Time"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Stock Consideration financial

"the "Stock Consideration""

Stock consideration is when a company pays for an acquisition, merger, or other corporate deal by issuing its own shares instead of using cash. It matters to investors because receiving or issuing stock changes who owns what: sellers get a stake in the combined business and existing shareholders see their piece of the company shrink, similar to adding more slices to a pie. That shift affects potential returns, voting control, and future share value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Kenvue deferred share units did Kathleen M. Pawlus dispose of?

Kathleen M. Pawlus reported disposing of 25,797.06 deferred share units on November 2, 2026. Her reported resulting position was 0 deferred share units, which were assumed and converted into a Kimberly-Clark stock unit award.

How were Kenvue deferred share units converted in the merger?

Each DSU was assumed and converted into a Kimberly-Clark stock unit award covering shares calculated by multiplying the Kenvue common shares subject to the DSU immediately before the Effective Time, including additional DSUs credited as Company DERs, by the merger agreement’s equity award exchange ratio. The award remained subject to the same terms and conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

X

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^*

PAWLUS KATHLEEN M

(Last) (First) (Middle)

C/O KENVUE INC.

1 KENVUE WAY

(Street)

SUMMIT NEW JERSEY 07901

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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)	11/02/2026		D(1)			25,797.06	11/02/2026	11/02/2026	Common Stock	25,797.06	(3)	0	D

Explanation of Responses:

1. On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Company pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Company, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Company's common stock ("Company Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").

2. Each deferred share unit ("DSU") represents the right to receive one share of Company Common Stock.

3. Pursuant to the Merger Agreement, each DSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Company Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Company DERs with respect to such DSU prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

	/s/ Pinto Adhola, as attorney in fact	11/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)