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Kenvue Inc.

Jeffrey C Smith (Director) reports KVUE insider transactions

4KVUEFiled Nov 2, 2026, 5:00 PM ET· Period Oct 29, 2026

AI-generated summary

Director Jeffrey C Smith disposed of 27,307,632 shares of Common Stock, $0.01 par value indirectly through Starboard Value LP via sale back to the company with 0 shares held afterwards. The insider also acquired 1,453 Deferred Share Units as a grant and disposed of 30,404.881 Deferred Share Units via sale back to the company, leaving 0 directly held afterwards.

View original filing on SEC.gov (opens SEC EDGAR)

Key facts

Insider
Jeffrey C Smith · Director
DateTransactionSharesPriceValueHeld afterOwnership
Nov 2, 2026D · sale back to the companyFootnotes F2, F1−27,307,632——0Indirect (By Starboard Value LP)
Oct 29, 2026A · grantDeferred Share UnitsFootnotes F3, F4, F5+1,453——30,404.881Direct
Nov 2, 2026D · sale back to the companyDeferred Share UnitsFootnotes F3, F2, F6−30,404.881——0Direct
Footnotes
  1. F1 Starboard Value LP ("Starboard") serves as the investment manager or manager of certain managed accounts and private investment funds (collectively, the "Starboard Accounts"), which hold the securities reported herein and as such may be deemed to beneficially own such securities. The Reporting Person, as a Managing Member of Starboard, 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.
  2. F2 On November 2, 2026, Kimberly-Clark Corporation, a Delaware corporation ("K-C"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger dated November 2, 2025, by and among the Issuer, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C, and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each share of the Issuer's common stock ("Issuer Common Stock") was exchanged for 0.14625 shares of K-C common stock ("K-C Common Stock"), par value $1.25 per share (the "Stock Consideration"), plus (b) $3.50 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
  3. F3 Each Deferred Share Unit ("DSU") represents the right to receive one share of Issuer Common Stock.
  4. F4 The DSUs represent deferral of cash compensation under the Issuer's Amended and Restated Deferred Fee Plan for Directors.
  5. F5 Includes DSUs acquired as dividend equivalents.
  6. F6 Pursuant to the Merger Agreement, each DSU was assumed and converted into a K-C stock unit award covering a number of shares of K-C Common Stock equal to the product of (a) the number of shares of Issuer Common Stock subject to such DSU immediately prior to the Effective Time (including any additional DSUs credited as Issuer DERs with respect to such DSU prior to the Effective Time) and (b) the equity award exchange ratio determined under a formula in the Merger Agreement, subject to the same terms and conditions that applied prior to the Effective Time.

More KVUE filings

Not investment advice. Summaries can contain errors; the SEC filing is the official record.