Alvarado Luani 4

What Happened

• Alvarado Luani, Chief People Officer of Kenvue (KVUE), had restricted stock units (RSUs) convert to common stock on March 10, 2026. A total of 4,222.220 shares (3,525.293 + 696.927) were converted/issued.
• To cover tax liabilities, 1,721 shares were withheld at $17.96 (value $30,909) and 357 shares were withheld at $18.16 (value $6,483), totaling 2,078 shares withheld and approximately $37,392 in withholding value. Net shares delivered to the reporting person were about 2,144.220.
• This was a routine vesting/conversion event (derivative conversion/settlement) with tax-withholding; not an open-market purchase or sale by the insider.

Key Details

• Transaction date: March 10, 2026; Form 4 filed March 12, 2026 (appears timely).
• Reported transaction codes: M = exercise/conversion of derivative (RSU conversion); F = shares withheld to satisfy tax liabilities.
• Shares converted/issued: 3,525.293 and 696.927 (total 4,222.220). Shares withheld: 1,721 @ $17.96 and 357 @ $18.16 (total 2,078).
• Dollar value withheld: $30,909 and $6,483 (total $37,392).
• Shares owned after transaction: Not specified in the filing.
• Relevant footnotes from the filing:
  • F1: Shares withheld for payment of taxes upon vesting of RSUs.
  • F2: Shares withheld to satisfy FICA taxes due to retirement eligibility.
  • F3: Units convert 1-for-1 to common stock.
  • F4: Award vests in three equal installments on 03/10/2026, 03/10/2027, 03/10/2028.
  • F5: Includes shares acquired in dividend reinvestment transactions.

Context

• This was a vesting/settlement of RSUs rather than an open-market trade. The use of shares to cover taxes is a common "cashless" withholding method and is routine for executive compensation events.
• Code explanations: M indicates conversion/exercise of a derivative (here, RSU-to-stock conversion); F indicates shares withheld/disposed to cover taxes.
• Because this is an award vesting event (not a discretionary purchase or sale), it should be viewed as compensation-related rather than an explicit buy/sell signal from the insider.