Kenvue Inc. SEC Filings

Kenvue Inc. reported an equity award to its Chief Digital & Marketing Officer on a Form 4. On 01/02/2026, the officer received 34,642 restricted stock units, each corresponding on a 1-for-1 basis with Kenvue common stock. These units are scheduled to vest in three equal installments on 01/02/2027, 01/02/2028, and 01/02/2029, contingent on the officer’s continued service with the company through each vesting date. After this grant, the officer directly holds 34,642 derivative securities linked to Kenvue common shares at no exercise price, reflecting a standard form of stock-based compensation.

Kenvue Inc. reported an amended insider transaction for its Chief Executive Officer on a Form 4/A. On 12/15/2025, 56,007 shares of Kenvue common stock were withheld to cover taxes due when Restricted Stock Units vested. The filing explains that this amendment is being made because the number of shares previously reported as withheld for taxes was over-withheld due to an administrative error, and the share amount has now been adjusted.

Kenvue Inc. reported an insider equity award for its Group President North America dated 12/15/2025. The executive acquired 50,842 restricted stock units and 483,870 stock options linked to Kenvue common stock.

The restricted stock units correspond 1-for-1 with the company’s common shares. The filing notes that the award vests in three equal installments on 12/01/2026, 12/01/2027, and 12/01/2028, subject to the executive’s continued service. Following these grants, the reporting person beneficially owns 50,842 restricted stock units and 483,870 stock options, all held directly.

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.

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.

Kenvue Inc. reported an amended insider ownership report for its Group President APAC, reflecting a grant of 32,649 restricted stock units (RSUs) awarded on 07/31/2025. These units correspond 1-for-1 with Kenvue common stock and were granted at a price of $0, so the executive did not pay cash for the award.

The RSU grant vests in three equal installments on 07/31/2026, 07/31/2027, and 07/31/2028, subject to the executive’s continued service through each vesting date. After this grant, the reporting person beneficially owns 48,147.25 RSUs, which includes units credited as dividend equivalents. The amendment states that a prior ownership report inadvertently omitted this 32,649-unit RSU grant and is being corrected here.

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.

Kenvue Inc.'s General Counsel reported multiple equity transactions dated 12/15/2025. Several blocks of restricted stock units (RSUs) covering 10,579, 1,370, 6,360.64 and 5,611.05 underlying shares were converted into common stock at a $0 exercise price, while 6,494, 841, 3,905 and 3,445 shares were withheld at per-share prices of $17.28 and $17.21 to pay taxes. Following these transactions, the officer directly held 38,075.014 shares of Kenvue common stock, including shares acquired through dividend reinvestment.

The RSUs were originally granted by Johnson & Johnson and were converted into Kenvue awards in connection with Kenvue’s separation, with performance criteria for one grant deemed satisfied at the target level. Portions of several awards that had been scheduled to vest in installments between 2024 and 2028 were accelerated as part of “Section 280G Mitigation” related to a pending transaction between Kenvue and Kimberly-Clark Corporation. The accelerated awards are subject to clawback if it is later determined the officer would not have ultimately vested under the original terms, and each unit corresponds one-for-one with Kenvue common stock.

Kenvue Inc. and Kimberly-Clark Corporation outline a proposed acquisition of Kenvue by K-C via a two-step merger, making Kenvue a wholly owned K-C subsidiary.

Each Kenvue share would be converted into 0.14625 shares of K-C common stock plus $3.50 in cash, which equated to about $21.01 per share at K-C’s October 31, 2025 closing price and $18.53 at December 15, 2025. After closing, existing K-C holders are expected to own roughly 54% of the combined company and Kenvue holders about 46%.

Both boards unanimously approved the merger agreement and recommend that stockholders vote in favor of the required proposals at virtual special meetings on January 29, 2026, for stockholders of record as of December 11, 2025. Kenvue stockholders will also vote on an advisory compensation proposal and may exercise appraisal rights under Delaware law instead of receiving the merger consideration. The merger agreement includes customary conditions, no-solicitation provisions and reciprocal termination fees of $1.136 billion in specified circumstances.