Howlett Heather 4

4 · Kenvue Inc. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Kenvue VP Heather Howlett Receives 13,571 Shares (RSU Vesting)

What Happened

Heather Howlett, Vice President & Chief Accounting Officer of Kenvue (KVUE), had RSUs converted/vested on Feb 13, 2026. The filing shows conversion/exercise entries for 12,016 and 1,555 shares (total 13,571 shares) at $0.00. To cover tax withholding, 4,131 and 518 shares (total 4,649 shares) were withheld/disposed at $18.66 each, generating $86,750 in proceeds. Net new shares received by Howlett = 13,571 − 4,649 = 8,922 shares.
This was not an open-market purchase or voluntary sale: it reflects equity award settlement/RSU vesting with shares withheld to satisfy tax obligations (transaction codes M = exercise/conversion of derivative; F = payment of exercise price or tax liability via share withholding).

Key Details

Transaction date: Feb 13, 2026; Form 4 filed Feb 18, 2026 (filed after the typical two-business-day reporting window).
Specific entries:
- 12,016 shares acquired (M) @ $0.00
- 1,555 shares acquired (M) @ $0.00
- 4,131 shares withheld (F) @ $18.66 = $77,084
- 518 shares withheld (F) @ $18.66 = $9,666
- Total withheld = 4,649 shares; total proceeds = $86,750
Shares owned after the transaction: not disclosed in this Form 4.
Footnotes: (F1) shares withheld to pay taxes; (F2/F4) these awards were converted from Johnson & Johnson performance share units as part of Kenvue’s separation from J&J; (F3) award is fully vested.

Context

This is a routine equity award settlement (RSU conversion/vesting) rather than a market buy or sell; withholding to cover taxes is common and does not necessarily indicate a view on the company’s outlook.
Because the filing was submitted on Feb 18 for a Feb 13 transaction, it appears to have been filed after the usual two-business-day deadline for officers.

Form 4

Period: 2026-02-13

VP & Chief Accounting Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-13+12,016→ 33,284.02 total
Tax Payment
Common Stock
[F1]
2026-02-13$18.66/sh−4,131$77,084→ 29,153.02 total
Exercise/Conversion
Common Stock
2026-02-13+1,555→ 30,708.02 total
Tax Payment
Common Stock
[F1]
2026-02-13$18.66/sh−518$9,666→ 30,190.02 total
Exercise/Conversion
Restricted Stock Units
[F2][F3]
2026-02-13−12,016→ 0 total
→ Common Stock (12,016 underlying)
Exercise/Conversion
Restricted Stock Units
[F4][F3]
2026-02-13−1,555→ 0 total
→ Common Stock (1,555 underlying)

Footnotes (4)

[F1]Shares withheld for payment of taxes upon vesting of the 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 (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 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.
[F3]This award is fully vested.
[F4]These RSUs 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 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.

Signature

/s/ Alla Berenshteyn, as attorney-in-fact|2026-02-18

1 file