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Kenvue Inc. Director's Dealing 2025

Dec 17, 2025

30138_dirs_2025-12-17_d8abccee-c273-4adc-81a8-ac1fce474cb4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Kenvue Inc. (KVUE)
CIK: 0001944048
Period of Report: 2025-12-15

Reporting Person: Tillett Caroline (Chief Scientific Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-12-15 Common Stock M 23158 Acquired 68037.51 Direct
2025-12-15 Common Stock F 11846 $17.28 Disposed 56191.51 Direct
2025-12-15 Common Stock M 2994 Acquired 59185.51 Direct
2025-12-15 Common Stock F 1532 $17.28 Disposed 57653.51 Direct
2025-12-15 Common Stock M 4399.06 Acquired 62052.57 Direct
2025-12-15 Common Stock F 2251 $17.21 Disposed 59801.57 Direct
2025-12-15 Common Stock M 3371.58 Acquired 63173.15 Direct
2025-12-15 Common Stock F 1725 $17.21 Disposed 61448.15 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-12-15 Restricted Stock Units $ M 23158 Disposed Common Stock (23158) Direct
2025-12-15 Restricted Stock Units $ M 2994 Disposed Common Stock (2994) Direct
2025-12-15 Restricted Stock Units $ M 4399.06 Disposed Common Stock (4399.06) Direct
2025-12-15 Restricted Stock Units $ M 3371.58 Disposed Common Stock (3371.58) Direct

Footnotes

F1: Shares withheld for payment of taxes upon vesting of Restricted Stock Units ("RSUs").

F2: 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.

F3: 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").

F4: 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.

F5: 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.

F6: 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.

F7: These units correspond 1 for 1 with the Company's common stock.

F8: 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.

F9: Includes RSUs acquired as dividend equivalents.

F10: 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.