Form 4: Kenvue Director Smith Discloses Shareholdings, DSU Grant

Kenvue Director Jeffrey C. Smith filed a Form 4, reporting his indirect beneficial ownership of 20.9 million common shares and the acquisition of 1,451 Deferred Share Units.

Summary

• Jeffrey C. Smith, a Director of Kenvue Inc. (KVUE), filed a Form 4 statement of changes in beneficial ownership.
• Smith indirectly beneficially owns 20,929,938 shares of Kenvue Common Stock, $0.01 par value, through Starboard Value LP.
• Starboard Value LP serves as the investment manager for certain managed accounts and private investment funds (Starboard Accounts) that hold these securities.
• Smith, as a Managing Member of Starboard Value LP, may be deemed to beneficially own these securities for Section 16 purposes, but expressly disclaims beneficial ownership except to the extent of his pecuniary interest.
• On December 1, 2025, Smith acquired 1,451 Deferred Share Units (DSUs).
• Each DSU represents the right to receive one share of Kenvue common stock.
• These DSUs represent a deferral of cash compensation under Kenvue's Amended and Restated Deferred Fee Plan for Directors.
• The DSUs will be settled in shares of common stock following Smith's separation from service.
• Following this transaction, Smith beneficially owns a total of 13,641.878 DSUs, which includes units acquired as dividend equivalents.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to a director acquiring additional future equity (DSUs), which generally indicates confidence and aligns management's interests with shareholders. There are no reported sales or negative transactions.

Positives

• Director Jeffrey C. Smith acquired 1,451 Deferred Share Units, indicating a continued alignment of his interests with long-term shareholder value as these units convert to common stock upon his separation from service.
• The existing indirect beneficial ownership of 20,929,938 common shares through Starboard Value LP demonstrates a significant stake in Kenvue Inc.

Negatives

• The filing does not report any sales of Kenvue securities by Director Jeffrey C. Smith.

Risks

• The reporting person, Jeffrey C. Smith, disclaims beneficial ownership of the 20,929,938 common shares held by Starboard Value LP, except to the extent of his pecuniary interest, which could imply a less direct alignment of his personal financial interest with the full block of shares.

Future Outlook

The Deferred Share Units acquired by Director Smith are structured to settle in shares of common stock upon his separation from service from Kenvue, aligning his long-term interests with the company's performance.

Industry Context

This Form 4 filing provides transparency into the equity holdings and compensation of a director at Kenvue Inc., a common disclosure requirement for publicly traded companies. Such filings are routine and provide insight into insider activity, which can sometimes signal management's confidence or concerns about the company's future prospects.

Related Party Transactions

• Jeffrey C. Smith, as a Managing Member of Starboard Value LP, has an indirect beneficial ownership of 20,929,938 shares of Kenvue common stock through Starboard Accounts. This represents a relationship where the reporting person has influence over an entity holding significant company shares.

Stakeholder Impact

• Shareholders gain transparency regarding the holdings and compensation structure of a key director, Jeffrey C. Smith, including his indirect ownership through Starboard Value LP and his deferred equity compensation.
• The acquisition of Deferred Share Units aligns the director's long-term financial interests with the company's performance, potentially benefiting shareholders through sustained management focus.

Next Steps

• The Deferred Share Units will be settled in shares of Kenvue common stock following Jeffrey C. Smith's separation from service.

Key Dates

Keywords

Kenvue, KVUE, Form 4, Insider Transaction, Beneficial Ownership, Director, Jeffrey C. Smith, Starboard Value LP, Deferred Share Units, Equity Compensation