[Form 4] Kenvue Inc. Insider Trading Activity

Q: What is the origin of the Kenvue (KVUE) RSUs reported in this Form 4?

The RSUs were originally granted by Johnson & Johnson as performance share units or RSUs and, in connection with Kenvue’s separation on 08/23/2023 and the Employee Matters Agreement, were converted into RSUs tied to Kenvue common stock with adjustments made to preserve award value.

Q: Do the Kenvue (KVUE) holdings include dividend equivalent RSUs?

Yes. The disclosure notes that the reported RSU holdings include RSUs acquired as dividend equivalents , which increase the number of units in line with dividends on Kenvue common stock.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Kenvue Inc. reported insider equity changes as its Chief Scientific Officer recorded multiple restricted stock unit (RSU)–related transactions in common stock on 12/15/2025. The officer acquired shares through several RSU transactions, including 23,158 and 2,994 shares from separate awards at a $0 exercise price, while 11,846, 1,532, 2,251 and 1,725 shares were withheld to pay taxes upon RSU vesting. After these transactions, the officer directly owns 61,448.15 shares of Kenvue common stock.

The RSUs, which convert 1-for-1 into Kenvue common stock, were originally granted by Johnson & Johnson and were converted into Kenvue awards in connection with Kenvue’s separation on 08/23/2023, with adjustments to preserve award value. One award that had been scheduled to vest in full on 02/13/2026 and portions of other awards scheduled to vest in installments from 2024 through 2028 had vesting accelerated on 12/15/2025 as Section 280G Mitigation in connection with a pending transaction between Kenvue and Kimberly-Clark Corporation. The accelerated award that vested in full is subject to clawback if the officer ultimately would not have vested in it, and current holdings include RSUs credited as dividend equivalents.

Insider Trade Summary

33,922.64 shares exercised/converted

Mixed 12 txns

Insider Tillett Caroline

Role Chief Scientific Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	23,158	$0.00	--
Exercise	Restricted Stock Units	2,994	$0.00	--
Exercise	Restricted Stock Units	4,399.06	$0.00	--
Exercise	Restricted Stock Units	3,371.58	$0.00	--
Exercise	Common Stock	23,158	$0.00	--
Tax Withholding	Common Stock	11,846	$17.28	$205K
Exercise	Common Stock	2,994	$0.00	--
Tax Withholding	Common Stock	1,532	$17.28	$26K
Exercise	Common Stock	4,399.06	$0.00	--
Tax Withholding	Common Stock	2,251	$17.21	$39K
Exercise	Common Stock	3,371.58	$0.00	--
Tax Withholding	Common Stock	1,725	$17.21	$30K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 68,037.51 shares (Direct)

Footnotes (1)

Shares withheld for payment of taxes upon vesting of Restricted Stock Units ("RSUs"). These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 2023, 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. This award was scheduled to vest in full on 02/13/2026, subject to the reporting person's continued service through the 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 ("Section 280G Mitigation"). 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. These RSUs were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 20223 and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer, 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. This award was scheduled to vest in three equal installments on 02/13/2024, 02/13/2025, and 02/13/2026, subject to the reporting person's continued service through the vesting date but the vesting of the portion reflected herein was accelerated from 02/13/2026 in connection with the Section 280G Mitigation. These units correspond 1 for 1 with the Company's common stock. This award was scheduled to vest in three equal installments on 03/05/2025, 03/05/2026, and 03/05/2027, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/05/2026 in connection with the 280G Mitigation. Includes RSUs acquired as dividend equivalents. This award was scheduled to vest in three equal installments on 03/10/2026, 03/10/2027, and 03/10/2028, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/10/2026 in connection with the Section 280G Mitigation.

Form 4 Insider Transactions: What Each Field Means →

12/17/2025 - 05:48 PM

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^*

Tillett Caroline

(Last)

(First)

(Middle)

1 KENVUE WAY

(Street)

SUMMIT

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 Scientific 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/15/2025		M		23,158	A	$0	68,037.51	D
Common Stock	12/15/2025		F		11,846⁽¹⁾	D	$17.28	56,191.51	D
Common Stock	12/15/2025		M		2,994	A	$0	59,185.51	D
Common Stock	12/15/2025		F		1,532⁽¹⁾	D	$17.28	57,653.51	D
Common Stock	12/15/2025		M		4,399.06	A	$0	62,052.57	D
Common Stock	12/15/2025		F		2,251⁽¹⁾	D	$17.21	59,801.57	D
Common Stock	12/15/2025		M		3,371.58	A	$0	63,173.15	D
Common Stock	12/15/2025		F		1,725⁽¹⁾	D	$17.21	61,448.15	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	⁽²⁾	12/15/2025		M			23,158	⁽³⁾	⁽³⁾	Common Stock	23,158⁽⁴⁾	$0	0	D
Restricted Stock Units⁽⁵⁾	⁽⁵⁾	12/15/2025		M			2,994	⁽⁶⁾	⁽⁶⁾	Common Stock	2,994⁽⁴⁾	$0	0	D
Restricted Stock Units	⁽⁷⁾	12/15/2025		M			4,399.06	⁽⁸⁾	⁽⁸⁾	Common Stock	4,399.06⁽⁴⁾	$0	4,399.16⁽⁹⁾	D
Restricted Stock Units	⁽⁷⁾	12/15/2025		M			3,371.58	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,371.58⁽⁴⁾	$0	6,740.09⁽⁹⁾	D

Explanation of Responses:

1. Shares withheld for payment of taxes upon vesting of Restricted Stock Units ("RSUs").

2. These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 2023, 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.

3. This award was scheduled to vest in full on 02/13/2026, subject to the reporting person's continued service through the 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 ("Section 280G Mitigation").

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.

5. These RSUs were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 20223 and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer, 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.

6. This award was scheduled to vest in three equal installments on 02/13/2024, 02/13/2025, and 02/13/2026, subject to the reporting person's continued service through the vesting date but the vesting of the portion reflected herein was accelerated from 02/13/2026 in connection with the Section 280G Mitigation.

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

8. This award was scheduled to vest in three equal installments on 03/05/2025, 03/05/2026, and 03/05/2027, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/05/2026 in connection with the 280G Mitigation.

9. Includes RSUs acquired as dividend equivalents.

10. This award was scheduled to vest in three equal installments on 03/10/2026, 03/10/2027, and 03/10/2028, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/10/2026 in connection with the Section 280G Mitigation.

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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider stock activity did Kenvue Inc. (KVUE) report in this Form 4?

The filing shows Kenvue’s Chief Scientific Officer had several restricted stock unit (RSU) awards transact into common stock on 12/15/2025. Shares such as 23,158 and 2,994 were acquired at a $0 exercise price, while multiple blocks were withheld to cover taxes upon RSU vesting.

How many Kenvue (KVUE) shares does the Chief Scientific Officer own after these transactions?

Following the reported RSU-related transactions and tax withholdings on 12/15/2025, the Chief Scientific Officer beneficially owns 61,448.15 shares of Kenvue common stock directly.

Were Kenvue (KVUE) shares sold on the open market in this Form 4?

The dispositions reported with transaction code F represent shares withheld for payment of taxes upon vesting of RSUs, including 11,846, 1,532, 2,251 and 1,725 shares, rather than open market sales.

Why was RSU vesting for the Kenvue (KVUE) officer accelerated on 12/15/2025?

One award scheduled to vest in full on 02/13/2026 and portions of other awards originally set to vest between 2024 and 2028 had vesting accelerated on 12/15/2025 as Section 280G Mitigation in connection with a pending transaction between Kenvue and Kimberly-Clark Corporation.

What is the origin of the Kenvue (KVUE) RSUs reported in this Form 4?

The RSUs were originally granted by Johnson & Johnson as performance share units or RSUs and, in connection with Kenvue’s separation on 08/23/2023 and the Employee Matters Agreement, were converted into RSUs tied to Kenvue common stock with adjustments made to preserve award value.

Are any of the accelerated Kenvue (KVUE) RSU awards subject to clawback?

Yes. The award that was scheduled to vest in full on 02/13/2026 and was accelerated on 12/15/2025 is subject to clawback if it is determined that the officer would not have ultimately vested in the award absent the acceleration.

Do the Kenvue (KVUE) holdings include dividend equivalent RSUs?

Yes. The disclosure notes that the reported RSU holdings include RSUs acquired as dividend equivalents, which increase the number of units in line with dividends on Kenvue common stock.