Kenvue Inc. filings document the public-company disclosures of a pure-play consumer health issuer with brands including Tylenol, Listerine, Johnson’s, Aveeno, Neutrogena and BAND-AID Brand. Its SEC record includes material-event reports, proxy and governance disclosures, shareholder voting matters, capital-structure information, operating and financial results, and consumer-health regulatory topics.
The company’s filings also cover executive officer appointments and compensatory arrangements, material definitive agreements, risk-factor disclosures and common-stock matters. Proxy materials and Form 8-K reports provide formal records of board governance, security-holder votes and other events affecting Kenvue’s corporate structure and reporting obligations.
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.
Kenvue Inc. director Jeffrey C. Smith reported purchases of the company’s common stock through accounts managed by Starboard Value LP. On 12/11/2025, the Starboard Accounts bought 3,177,694 shares at a weighted-average price of $17.4318 per share, and on 12/12/2025 they bought 3,200,000 shares at a weighted-average price of $17.373 per share. Following these transactions, 27,307,632 Kenvue shares were beneficially owned by the Starboard Accounts and reported as indirectly owned by Smith. The filing notes that, as a managing member of Starboard, he may be deemed to beneficially own these securities for Section 16 purposes but disclaims beneficial ownership except to the extent of his pecuniary interest. Smith also holds 13,641.878 deferred share units, each representing one share of common stock to be delivered after his separation from service, including units credited as dividend equivalents.
Kenvue Inc. director Jeffrey C. Smith reported his latest beneficial ownership in the company’s stock. The filing shows indirect ownership of 20,929,938 shares of Kenvue common stock through Starboard Value LP-managed accounts. Smith also acquired 1,451 Deferred Share Units (DSUs) on 12/01/2025, which are a form of stock-denominated director compensation.
Each DSU represents the right to receive one share of Kenvue common stock, to be settled after Smith’s separation from service under the company’s deferred fee plan for directors. Following this grant, he directly holds 13,641.878 DSUs, while his indirect holdings through Starboard reflect his economic interest in accounts managed by that firm.
Kenvue Inc. director reports additional deferred share units
A director of Kenvue Inc. (KVUE) filed a Form 4 reporting the acquisition of 1,451 Deferred Share Units ("DSUs") on 12/01/2025 under the company's Amended and Restated Deferred Fee Plan for Directors. Each DSU represents the right to receive one share of Kenvue common stock, to be settled in shares after the director separates from service. Following this transaction, the director beneficially owns a total of 13,641.878 DSUs, which includes DSUs acquired as dividend equivalents.
Kenvue Inc.'s General Counsel reported equity transactions involving company stock on Form 4. On 12/01/2025, 4,378.21 restricted stock units were converted into the same number of common shares at an exercise price of $0, reflecting the vesting of previously granted equity awards. On the same date, 2,031 shares of common stock were withheld at a price of $17.22 per share to cover taxes due at vesting. After these transactions, the reporting person directly owned 28,839.324 shares of Kenvue common stock, including shares acquired through dividend reinvestment. The underlying award vests in three equal installments on 12/01/2024, 12/01/2025, and 12/01/2026, contingent on continued service.
Kenvue Inc. executive reports RSU vesting and share ownership update. A Group President for EMEA & LA exercised 1,779 restricted stock units into common stock on 12/01/2025 at an exercise price of $0, retaining all shares and paying related tax withholdings in cash. Following this transaction, the insider beneficially owns 58,095.03 shares of Kenvue common stock in direct form.
The Form 4 also shows 1,778.07 restricted stock units remaining beneficially owned after the reported transaction. The underlying RSU award is scheduled to vest in three equal installments on 12/01/2024, 12/01/2025, and 12/01/2026, conditioned on continued service. The filing notes that each unit corresponds on a 1‑for‑1 basis with Kenvue common stock and that the reported share balance includes amounts acquired through dividend reinvestment.
Kenvue Inc. Chief Operations Officer reported routine equity compensation activity. On 12/01/2025, the officer converted 2,775.95 restricted stock units into the same number of common shares at an exercise price of $0, reflecting vesting of prior awards. On the same date, 1,180 common shares were withheld at a price of $17.22 to cover taxes due upon RSU vesting. After these transactions, the officer directly owned 66,037.18 shares of Kenvue common stock and held 3,009.28 RSUs, which include units acquired through dividend reinvestment and an award that vests in three equal installments through 12/01/2026.
Kenvue Inc. director reported a routine insider transaction involving deferred equity compensation. On 12/01/2025, the director acquired 1,451 Deferred Share Units (DSUs), each representing the right to receive one share of Kenvue common stock. These DSUs reflect deferral of cash fees under Kenvue’s Amended and Restated Deferred Fee Plan for Directors and are to be settled in shares after the director separates from service. Following this transaction, the director beneficially owned 35,906.289 DSUs, a figure that includes amounts accumulated through dividend reinvestment.