Kenvue (KVUE) officer details RSU acceleration and tax withholding

Rhea-AI Filing Summary

Kenvue Inc. reported equity award activity for its Chief Corporate Affairs Officer on 12/15/2025. The officer converted restricted stock units into 2,752.06 and 2,155.93 shares of common stock at an exercise price of $0, then had 1,408 and 1,103 shares withheld at $17.21 per share to cover taxes, resulting in 4,101.14 shares of common stock held directly.

The RSU awards each correspond 1-for-1 with Kenvue common stock and include shares from dividend reinvestment. One award was scheduled to vest in three equal installments on 06/03/2025, 06/03/2026, and 06/03/2027, and another on 03/10/2026, 03/10/2027, and 03/10/2028. Portions scheduled for 06/03/2026 and 03/10/2026 vested early as part of “Section 280G Mitigation” related to a pending transaction between Kenvue and Kimberly-Clark, and the accelerated awards are subject to clawback if it is later determined the officer would not have ultimately vested in them.

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^*

Dyer Russell

(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 Corp. Affairs 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		2,752.06	A	$0	4,456.21	D
Common Stock	12/15/2025		F		1,408(1)	D	$17.21	3,048.21	D
Common Stock	12/15/2025		M		2,155.93	A	$0	5,204.14	D
Common Stock	12/15/2025		F		1,103(1)	D	$17.21	4,101.14	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			2,752.06	(3)	(3)	Common Stock	2,752.06(4)	$0	2,774.84(5)	D
Restricted Stock Units	(2)	12/15/2025		M			2,155.93	(6)	(6)	Common Stock	2,155.93(4)	$0	4,308.85(5)	D

Explanation of Responses:

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

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

3. This award was scheduled to vest in three equal installments on 06/03/2025, 06/03/2026, and 06/03/2027, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 06/03/2026 in 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. Includes shares acquired in dividend reinvestment transactions.

6. 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
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FAQ

What insider stock activity did Kenvue (KVUE) disclose for 12/15/2025?

The filing shows Kenvue's Chief Corporate Affairs Officer converted 2,752.06 and 2,155.93 restricted stock units into common stock on 12/15/2025. After related tax withholdings, the officer directly owned 4,101.14 shares of Kenvue common stock.

How many Kenvue (KVUE) shares were withheld to cover taxes, and at what price?

The company withheld 1,408 and 1,103 Kenvue shares to pay taxes upon RSU vesting, at a price of $17.21 per share, as indicated in the non-derivative securities table and the explanation that shares were withheld for payment of taxes.

Which Kenvue (KVUE) RSU awards vested early and why?

One RSU award of 2,752.06 units, originally scheduled to vest in equal installments on 06/03/2025, 06/03/2026, and 06/03/2027, and another of 2,155.93 units, scheduled for 03/10/2026, 03/10/2027, and 03/10/2028, had portions scheduled for 06/03/2026 and 03/10/2026 accelerated as part of “Section 280G Mitigation” in connection with a pending transaction between Kenvue and Kimberly-Clark.

What does Section 280G mitigation mean in the Kenvue (KVUE) filing?

The filing explains that the vesting of certain RSU portions was accelerated as “Section 280G Mitigation” 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 Kenvue and Kimberly-Clark.

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

Yes. The filing states that the accelerated RSU award will be subject to clawback if it is determined that the reporting person would not have ultimately vested in the award notwithstanding the acceleration.

How do the Kenvue (KVUE) RSUs relate to common stock and dividend reinvestment?

The document notes that each restricted stock unit corresponds 1-for-1 with Kenvue common stock and that the reported holdings include shares acquired in dividend reinvestment transactions.