Alvarado Luani 4
4 · Kenvue Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Kenvue (KVUE) CPO Alvarado Luani Converts RSUs; Shares Withheld for Taxes
What Happened
Alvarado Luani, Chief People Officer of Kenvue, converted/vested a total of 15,942 restricted stock units (RSUs) on February 13, 2026 (two separate derivatives: 14,120 and 1,822 shares). To satisfy tax withholding, 5,468 shares were surrendered at $18.66 per share (4,843 and 625 shares), totaling $102,033. No cash exercise price was paid (investment cost $0 for the converted RSUs); the net shares delivered to the insider were 10,474 (15,942 gross − 5,468 withheld). The withholding is a routine tax-payment disposition rather than an open-market sale.
Key Details
- Transaction date: February 13, 2026; Form 4 filed February 18, 2026 (filing within required window).
- Conversion/vesting: 14,120 and 1,822 shares acquired at $0.00 (derivative conversion/exercise entries).
- Tax withholding: 4,843 shares ($90,370) and 625 shares ($11,663) withheld at $18.66/share — total $102,033.
- Net shares received: 10,474.
- Shares owned after transaction: not specified in the supplied filing details.
- Relevant footnotes: F1 = shares withheld to pay taxes; F2/F4 = these RSUs were originally granted by Johnson & Johnson and converted to Kenvue RSUs upon separation; F3 = award fully vested.
- Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding).
Context
This was a conversion/vesting of RSUs (formerly J&J performance share units converted at Kenvue separation) with taxes paid by withholding shares — effectively a cashless method to cover tax liability. Such withholding disposals are common and do not necessarily indicate a broader sell signal. The filing shows routine insider compensation mechanics rather than an open-market sale or a purchase.
Insider Transaction Report
- Exercise/Conversion
Common Stock
2026-02-13+14,120→ 60,722.14 total - Tax Payment
Common Stock
[F1]2026-02-13$18.66/sh−4,843$90,370→ 55,879.14 total - Exercise/Conversion
Common Stock
2026-02-13+1,822→ 57,701.14 total - Tax Payment
Common Stock
[F1]2026-02-13$18.66/sh−625$11,663→ 57,076.14 total - Exercise/Conversion
Restricted Stock Units
[F2][F3]2026-02-13−14,120→ 0 total→ Common Stock (14,120 underlying) - Exercise/Conversion
Restricted Stock Units
[F4][F3]2026-02-13−1,822→ 0 total→ Common Stock (1,822 underlying)
Footnotes (4)
- [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 (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.