Form 4: Kenvue Director Acquires 1,451 Deferred Share Units

Kenvue Inc. Director Sarah Hofstetter acquired 1,451 Deferred Share Units as part of a compensation deferral plan.

Summary

• Sarah Hofstetter, a Director of Kenvue Inc. (KVUE), acquired 1,451 Deferred Share Units (DSUs) on December 1, 2025.
• Each DSU represents the right to receive one share of Kenvue common stock.
• These DSUs are a deferral of cash compensation under the company's Amended and Restated Deferred Fee Plan for Directors.
• The DSUs will be settled in shares of common stock following Ms. Hofstetter's separation from service.
• Following this transaction, Ms. Hofstetter beneficially owns a total of 13,641.878 DSUs, which includes those acquired as dividend equivalents.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.

Sentiment

Score: 7

Explanation: The acquisition of additional equity by a director, even through a compensation deferral plan, generally indicates confidence in the company's future and aligns management interests with shareholders. This is a positive, albeit routine, insider transaction that does not suggest any immediate significant changes to the company's outlook.

Positives

• Director Sarah Hofstetter increased her beneficial ownership in Kenvue Inc. through the acquisition of 1,451 Deferred Share Units, signaling confidence in the company's future.
• The acquisition is part of a compensation deferral plan, which aligns director interests with long-term shareholder value.
• The transaction was executed under a Rule 10b5-1(c) plan, suggesting a systematic and pre-planned approach to equity acquisition.

Future Outlook

The Deferred Share Units will be settled in shares of common stock following the reporting person's separation from service, aligning future compensation with company performance and long-term value creation.

Industry Context

Insider acquisitions, particularly through compensation deferral plans, are generally viewed as a positive signal by the market, indicating confidence from company leadership in the future prospects of the consumer health industry, where Kenvue operates. This type of transaction reinforces the alignment of director incentives with the company's long-term strategic goals.

Comparison to Industry Standards

• The use of Deferred Share Units (DSUs) as a form of director compensation, settled upon separation from service, is a common and widely accepted practice among publicly traded companies, including those in the consumer health sector.
• This compensation structure is consistent with corporate governance best practices observed at major industry players such as Procter & Gamble (PG) and Johnson & Johnson (JNJ), Kenvue's former parent company, which frequently utilize equity-based compensation to align the interests of non-executive directors with long-term shareholder value.

Stakeholder Impact

• Shareholders: The transaction enhances the alignment of the director's financial interests with the long-term performance and value creation for shareholders.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Next Steps

• Settlement of the Deferred Share Units into common stock shares following the reporting person's separation from service.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of Deferred Share Units by a director as part of a standard compensation plan. While it signals director confidence and aligns interests, it does not introduce new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

Kenvue, KVUE, Sarah Hofstetter, Director, Deferred Share Units, DSU, Insider Transaction, SEC Form 4, Equity Compensation, Rule 10b5-1