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Kenvue Inc. Director's Dealing 2025

Dec 17, 2025

30138_dirs_2025-12-17_0df975e3-d1df-4d63-a776-5d744591d71d.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: Orlando Matthew (General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-12-15 Common Stock M 10579 Acquired 39418.324 Direct
2025-12-15 Common Stock F 6494 $17.28 Disposed 32924.324 Direct
2025-12-15 Common Stock M 1370 Acquired 34294.324 Direct
2025-12-15 Common Stock F 841 $17.28 Disposed 33453.324 Direct
2025-12-15 Common Stock M 6360.64 Acquired 39813.964 Direct
2025-12-15 Common Stock F 3905 $17.21 Disposed 35908.964 Direct
2025-12-15 Common Stock M 5611.05 Acquired 41520.014 Direct
2025-12-15 Common Stock F 3445 $17.21 Disposed 38075.014 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-12-15 Restricted Stock Units $ M 10579 Disposed Common Stock (10579) Direct
2025-12-15 Restricted Stock Units $ M 1370 Disposed Common Stock (1370) Direct
2025-12-15 Restricted Stock Units $ M 6360.64 Disposed Common Stock (6360.64) Direct
2025-12-15 Restricted Stock Units $ M 5611.05 Disposed Common Stock (5611.05) Direct

Footnotes

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

F2: Includes shares acquired in dividend reinvestment transactions.

F3: 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.

F4: This award was scheduled to vest in full on 2/13/2026, 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").

F5: 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.

F6: 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.

F7: 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.

F8: These units correspond 1 for 1 with the Company's common stock.

F9: 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.

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.