Form 4: Kenvue Director Smith Reports Share & DSU Holdings

Kenvue Director Jeffrey C. Smith filed a Form 4 detailing his indirect beneficial ownership of over 20 million common shares via Starboard Value LP and an acquisition of 1,204 Deferred Share Units.

Summary

• Jeffrey C. Smith, a Director of Kenvue Inc. and a Managing Member of Starboard Value LP, filed a Statement of Changes in Beneficial Ownership (Form 4).
• Smith indirectly beneficially owns 20,929,938 shares of Kenvue Common Stock, $0.01 par value, through Starboard Value LP.
• He acquired 1,204 Deferred Share Units (DSUs) on October 1, 2025, as deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors.
• Each DSU represents the right to receive one share of Kenvue common stock and will be settled in shares following Smith's separation from service.
• Following this transaction, Smith beneficially owns 12,045.727 Deferred Share Units, which includes DSUs acquired as dividend equivalents.
• Smith disclaims beneficial ownership of the securities held by Starboard Accounts except to the extent of his pecuniary interest therein.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates a director's continued alignment with shareholder interests through compensation in equity and a significant existing indirect stake, without any negative transactions like sales.

Positives

• The acquisition of 1,204 Deferred Share Units (DSUs) aligns the director's interests with shareholders, as DSUs convert to common stock upon separation from service.
• Significant indirect beneficial ownership of 20,929,938 common shares through Starboard Value LP indicates a substantial stake in the company by a key insider.

Future Outlook

Deferred Share Units (DSUs) representing cash compensation deferral will be settled in shares of common stock following the reporting person's separation from service.

Management Comments

• Jeffrey C. Smith, as a Managing Member of Starboard Value LP, may be deemed to beneficially own the securities directly held by the Starboard Accounts for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
• The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Industry Context

This filing is a routine insider transaction report and does not provide specific insights into broader industry trends or competitive dynamics for Kenvue Inc.

Related Party Transactions

• Jeffrey C. Smith's indirect beneficial ownership of 20,929,938 common shares is through Starboard Value LP, where he serves as a Managing Member. This constitutes a related party relationship for reporting purposes.

Stakeholder Impact

• Shareholders gain transparency regarding the beneficial ownership and compensation structure for a key director, reinforcing alignment of interests.

Next Steps

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

Key Dates

Recommendation

This Form 4 filing is a routine disclosure of insider holdings and compensation, not indicative of significant operational changes, financial performance, or strategic shifts that would warrant a strong buy or sell recommendation. The acquisition of DSUs is a standard compensation practice, and the indirect share ownership is a previously known stake. It provides transparency but no new material information to alter an investment thesis.

Keywords

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