4//SEC Filing
Orlando Matthew 4
Accession 0001944048-25-000225
CIK 0001944048other
Filed
Dec 16, 7:00 PM ET
Accepted
Dec 17, 5:48 PM ET
Size
25.6 KB
Accession
0001944048-25-000225
Insider Transaction Report
Form 4
Kenvue Inc.KVUE
Orlando Matthew
General Counsel
Transactions
- Exercise/Conversion
Common Stock
2025-12-15+10,579→ 39,418.324 total - Tax Payment
Common Stock
2025-12-15$17.28/sh−6,494$112,216→ 32,924.324 total - Exercise/Conversion
Common Stock
2025-12-15+1,370→ 34,294.324 total - Tax Payment
Common Stock
2025-12-15$17.28/sh−841$14,532→ 33,453.324 total - Exercise/Conversion
Common Stock
2025-12-15+6,360.64→ 39,813.964 total - Tax Payment
Common Stock
2025-12-15$17.21/sh−3,905$67,205→ 35,908.964 total - Exercise/Conversion
Common Stock
2025-12-15+5,611.05→ 41,520.014 total - Tax Payment
Common Stock
2025-12-15$17.21/sh−3,445$59,288→ 38,075.014 total - Exercise/Conversion
Restricted Stock Units
2025-12-15−10,579→ 0 total→ Common Stock (10,579 underlying) - Exercise/Conversion
Restricted Stock Units
2025-12-15−1,370→ 0 total→ Common Stock (1,370 underlying) - Exercise/Conversion
Restricted Stock Units
2025-12-15−6,360.64→ 6,359.66 total→ Common Stock (6,360.64 underlying) - Exercise/Conversion
Restricted Stock Units
2025-12-15−5,611.05→ 11,221.13 total→ Common Stock (5,611.05 underlying)
Footnotes (10)
- [F1]Shares withheld for payment of taxes upon vesting of Restricted Share Units (RSUs).
- [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.
- [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.
Documents
Issuer
Kenvue Inc.
CIK 0001944048
Entity typeother
Related Parties
1- filerCIK 0001967444
Filing Metadata
- Form type
- 4
- Filed
- Dec 16, 7:00 PM ET
- Accepted
- Dec 17, 5:48 PM ET
- Size
- 25.6 KB