Stevens Meredith 4

4 · Kenvue Inc. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Kenvue (KVUE) COO Meredith Exercises RSUs; Withholds Shares for Taxes

What Happened

Meredith Stevens, Chief Operations Officer of Kenvue, had 28,040 restricted stock units convert into common shares on 2026-02-13 (two derivative/conversion entries of 24,825 and 3,215 shares at $0.00). To cover tax withholding, 8,031 shares were surrendered (withheld) at $18.66 per share for a total tax withholding value of $149,858 (reported as disposals). Net result: an increase of 20,009 shares held by Meredith. This was a vesting/cashless net settlement of RSUs rather than an open-market sale or purchase.

Key Details

Transaction date: 2026-02-13; conversion price reported $0.00 (vesting of RSUs). Tax-withheld disposals at $18.66/share.
Withheld shares: 7,147 shares ($133,363) and 884 shares ($16,495) — combined $149,858 for taxes.
Net shares acquired: 28,040 vested − 8,031 withheld = 20,009 net shares.
Shares owned after transaction: not specified in the provided filing details.
Footnotes: F1 = shares withheld to pay taxes; F2 = award fully vested; F3–F4 = these RSUs were originally granted by Johnson & Johnson and converted to Kenvue RSUs in connection with the company separation and Employee Matters Agreement (adjustments made to preserve value; performance criteria treated as satisfied per agreement).
Filing timeliness: Form 4 filed 2026-02-18 for a 2026-02-13 transaction — within the SEC two-business-day filing window (timely).

Context

Code M entries reflect exercise/conversion of a derivative (here, RSU conversion to common stock). Code F entries reflect shares withheld to satisfy tax withholding obligations — a routine cashless net settlement, not a market sale indicating sentiment.
These RSUs trace back to Johnson & Johnson awards converted at separation; the filing notes adjustments and that the award was fully vested.

Form 4

Period: 2026-02-13

Chief Operations Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-13+24,825→ 90,862.18 total
Tax Payment
Common Stock
[F1]
2026-02-13$18.66/sh−7,147$133,363→ 83,715.18 total
Exercise/Conversion
Common Stock
2026-02-13+3,215→ 86,930.18 total
Tax Payment
Common Stock
[F2]
2026-02-13$18.66/sh−884$16,495→ 86,046.18 total
Exercise/Conversion
Restricted Stock Units
[F3][F2]
2026-02-13−24,825→ 0 total
→ Common Stock (24,825 underlying)
Exercise/Conversion
Restricted Stock Units
[F4][F2]
2026-02-13−3,215→ 0 total
→ Common Stock (3,215 underlying)

Footnotes (4)

[F1]Shares withheld for payment of taxes upon vesting of Restricted Stock Units ("RSUs").
[F2]This award is fully vested.
[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 (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.
[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