Kenvue Inc. — Director's Dealing 2023

Aug 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Kenvue Inc. (KVUE)
CIK: 0001944048
Period of Report: 2023-08-23

Reporting Person: Howlett Heather (VP & Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-23	Restricted Stock Units	$	A	4667	Acquired		Common Stock (4667)	Direct
2023-08-23	Restricted Stock Units	$	A	27181	Acquired		Common Stock (27181)	Direct
2023-08-23	Restricted Stock Units	$	A	12016	Acquired		Common Stock (12016)	Direct
2023-08-23	Stock Options	$21.97	A	38626	Acquired	2033-02-13	Common Stock (38626)	Direct

Footnotes

F1: These restricted share units ("RSUs") were originally granted by Johnson & Johnson and, in connection with the Issuer's separation from Johnson & Johnson on August 23, 20223 (the "Separation") and pursuant to the terms of the Employee Matters Agreement, dated as of May 3, 2023 between Johnson & Johnson and the Issuer (the "Employee Matters Agreement"), 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.

F2: This award vests 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.

F3: This award will vest in full on 10/03/2025, subject to the reporting person's continued service through the vesting date.

F4: These RSUs were originally granted by Johnson & Johnson as performance share units and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, 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, unless two years have been completed in the performance period, in which case performance was deemed satisfied at the level of performance for such years.

F5: This award will vest in full on 02/13/2026, subject to the reporting person's continued service through the vesting date.

F6: These stock options were originally granted by Johnson & Johnson and, in connection with the Separation and pursuant to the terms of the Employee Matters Agreement, were converted into options with respect to Issuer common stock with adjustments made to the number of shares subject to the award and its exercise price in order to preserve the award's value.