Kenvue (KVUE) 10-K risk factor changes: FY2025 vs FY2024

- Damage to our [removed: reputation and the reputation of] [added: or] our [removed: brands, including as a result of negative publicity,] [added: brands’ reputation] could impact our brand loyalty with consumers, customers, and [removed: third-party partners.][added: third parties.]

- We face [removed: substantial competitive pressures,] [added: intense competition,] including from multinational corporations, smaller regional companies, private-label brands, and generic non-branded products, in each of our reportable business segments and product lines and across all geographic markets in which we operate.

- Our marketing efforts may be costly and [removed: inefficient,] [added: inefficient] and may not successfully defend, maintain, or improve our reputation, our brands, or our market share positions in existing or new markets.

- We may face challenges in implementing our digital strategy across all aspects of our operations, and our digital strategy may lead us to pursue new offerings [removed: that are outside of our historical competencies] and expose us to digital-related risks.

- [removed: The failure] [added: Failure] to realize [removed: the intended] benefits of acquisitions and divestitures we have pursued or may [removed: pursue.][added: pursue could adversely affect us.]

- The threats of counterfeit products, infringement of our intellectual [removed: property] [added: property,] and other unauthorized versions of our products, which pose a risk to consumer health and safety and could damage our reputation.

- Information security incidents, including cybersecurity breaches, interruption, breakdown, corruption, destruction, [removed: breach] [added: breach,] or failure of Technology Systems (as defined below) operated by us or a third party, which could result in reputational damage, operational disruption, and significant associated costs.

- Our ability to attract and retain a skilled workforce, reflecting our consumers, and to implement succession [removed: plans for our senior management.][added: plans.]

- Our ability to comply with a broad range of [removed: national and sub-national] laws and regulations, and other [added: stakeholder] requirements [removed: imposed by stakeholders, in the United States and around the world,] [added: globally,] including rapidly evolving requirements related to tax, trade, tariffs, manufacturing, ingredients, climate change, [removed: ESG,] [added: sustainability, the environment,] privacy, data protection, [removed: anti-corruption] [added: artificial intelligence, anti-corruption,] and human rights.

- We are, and could become, subject to legal proceedings and [added: governmental or] regulatory investigations that may result in significant expenses, liabilities (potentially in excess of accruals), and reputational damage.

- Concerns about the reliability, [removed: safety] [added: safety,] and efficacy of our products and their ingredients, [removed: which] [added: including acetaminophen, talc, and phenylephrine,] have resulted and could in the future result in litigation, [removed: including personal injury or class action litigation,] regulatory action, [added: governmental investigations,] reputational damage, product recalls, product reformulations, or product [removed: withdrawals.][added: withdrawals, whether or not such concerns are based on scientific or factual evidence we believe is sound.]

- Our ability to successfully establish, maintain, protect, and enforce intellectual property rights [removed: that are, in the aggregate, material to our business,] and our ability to successfully avoid violation of the intellectual property rights of others.

- [removed: We may not achieve some or all of the expected benefits of the Separation, including because] our business [removed: will] [added: may] experience a loss of corporate brand identity, historical market reputation, [added: economies of scale,] purchasing power, and access to certain [added: financial, managerial, and professional] resources from which we benefited [removed: as part of J&J.][added: prior to the Separation; and]

- [removed: The failure to realize the intended benefits of our rebranding strategy in connection with the Separation and our] [added: Our] continued use of legacy J&J branding, including ongoing use of the “Johnson’s®” brand.

- J&J has agreed to indemnify us for certain liabilities, including the Talc-Related [removed: Liabilities,] [added: Liabilities (as defined below) for products sold in the United States and Canada,] but such indemnity may not be sufficient to protect us against the full amount of such liabilities or J&J may be unable to satisfy its indemnification obligations.

- The stock price of our common stock may fluctuate significantly, including as a result of [removed: future sales by us or] the [removed: perception that such sales may occur.][added: Proposed Transaction.]

If known or unknown risks or uncertainties materialize, our business, results of operations, or financial condition could be adversely affected, potentially in a material [removed: way, which could adversely affect our business, results of operations, or financial condition.][added: way.]

Developing and maintaining the reputation of our brands is a critical component of our [added: relationship with consumers, customers and third-party partners, including healthcare professionals, celebrities, and influencers.]

Negative publicity could relate to our company, our brands, our products, our supply chain, our ingredients, our packaging, our [removed: ESG] [added: sustainability] practices, our employees, or any other aspect of our business.

An increase in the availability and acceptance of private-label brands and generic non-branded products around the world could cause us to reduce the prices of some of our products to maintain sales volume, which could adversely affect the profitability and market share of those products and otherwise adversely affect our business, results [removed: of operations, or financial condition.]

Although we believe that our branded products provide superior quality, [removed: performance] [added: performance,] and functionality, we cannot predict with certainty the extent to which consumers will continue to favor our branded products over private-label and generic non-branded products, particularly during periods when economic conditions are uncertain.

[added: This requires us to effectively] leverage [removed: digital technology and data] analytics [added: and technology] to gain new commercial insights and develop targeted marketing and advertising initiatives to reach consumers and customers.

To maintain our success and increase our consumer and customer base, we must continually work to maintain and enhance the reputation of our brands; develop, [removed: manufacture] [added: manufacture,] and market new products with differentiated benefits; maintain or expand our presence in existing and emerging distribution channels; anticipate and adapt to evolving scientific knowledge and advances; successfully manage our inventories; and modernize and refine our approach as to how and where we manufacture, market, and sell our products.

Furthermore, market [removed: trends and] [added: trends,] consumer [removed: preferences] [added: preferences,] and purchasing patterns may vary by geographic region, which could present challenges for our brands that have global distribution footprints.

[added: Certain of our products are also subject to seasonal sale fluctuations as described in Part I, Item 1, “Business—Seasonality.”] If we are unable to anticipate, understand, and respond appropriately to market trends and rapidly changing consumer and customer preferences, we may experience lower sales or increased pricing pressures, leading to excess inventory levels or lower gross margins, which could adversely affect our business, results of operations, or financial condition.

Our effectiveness in doing so depends on the successful [removed: implementation] [added: execution] of our digital strategy.

See “—We [removed: may] face challenges [removed: in] implementing our digital strategy, which could adversely affect us.” Our effectiveness also depends on our ability to develop and deploy effective marketing assets.

We cannot predict with certainty the extent to which our products and our marketing efforts will be [removed: accepted or] successful in any particular market, and it is possible that positive returns on our investments in a market will not be [removed: achieved for several years, or at all.][added: achieved.]

See “—Risks Related to Financial and Economic Market Conditions—We face a variety of risks associated with [added: conducting business around the world, including foreign currency fluctuations, and these risks will increase as we continue to expand our global operations.”]

We [removed: may] face challenges [removed: in] implementing our digital strategy, which could adversely affect us.

See “—Risks Related to Our Operations—An information security incident, including a cybersecurity breach, or the failure of an information technology or operational technology system owned or operated by us or a third party, could adversely affect us.” and “—Risks Related to Government Regulation and Legal Proceedings—A breach of privacy laws or unauthorized access, [removed: loss] [added: loss,] or misuse of personal data could adversely affect us.”

Uncertainty in the development, deployment, [removed: use] [added: use,] and regulation of artificial intelligence in our internal processes, manufacturing operations, products and services, as well as our business more broadly, could adversely affect us.

The legal, [removed: regulatory] [added: regulatory,] and ethics landscapes around the use of artificial intelligence technologies, including generative artificial intelligence, is rapidly evolving and uncertain, including in relation to the areas of intellectual property, cybersecurity, and privacy and data protection.

While we continue to implement our artificial intelligence governance based on the National Institute of Standards and Technology Artificial Intelligence Risk Management Framework, the use of artificial intelligence tools may compromise our confidential or sensitive information, result in unauthorized processing of personal data, put our [removed: intellectual property at risk or cause us to infringe on others’ intellectual property rights, which could in turn damage our reputation.]

The rapidly changing retail landscape, including our increasing dependence on key customers in developed markets, changes in the policies of our [removed: customers] [added: customers,] and [removed: the emergence of] e-commerce and other alternative retail channels, could adversely affect us.

Our products are sold in a highly competitive global marketplace, which, in recent years, has experienced increased retail trade concentration, the emergence of retail buying alliances, [added: including] the [added: consolidation of bargaining strength across multiple partners, the] rapid growth of e-commerce, [added: the rise of agentic shopping,] and the integration of traditional and digital operations at key customers.

As a result of these trends, certain large-format customers [added: and customer alliances] have significant bargaining strength and represent a significant proportion of our total Net sales.

For a discussion of increased retail trade concentration in our industry and its impact on us, including the impact of our largest customers, refer to [removed: the section titled] [added: Part II, Item 7,] “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Key Factors Affecting Our [removed: Results” in Part II, Item 7 included herein.][added: Results—Increased Competition.”]

If we are not successful in continuing to adapt or effectively react to these trends, our business, results of [removed: operations] [added: operations,] or financial condition could be adversely affected.

The success of a product can also be adversely affected by concerns about the reliability, [removed: safety] [added: safety,] or efficacy of the product or an ingredient used in the product.

Risks Related to the Proposed Transaction with K-C

- If the Proposed Transaction is consummated, the combined company may not perform as expected and may fail to realize the projected benefits and cost savings of the Proposed Transaction, which could adversely affect the value of K-C common stock, which our current shareholders will own following the completion of the Proposed Transaction.

- Failure to consummate, or a delay in the consummation of, the Proposed Transaction.

- Uncertainties associated with the Proposed Transaction may cause a loss of management and other key employees.

- Our shareholders will have a significantly reduced ownership and voting interest in the combined company.

- Litigation against us or K-C, or the members of our or K-C’s board of directors.

- The Merger Agreement restricts our ability to pursue alternatives to the Proposed Transaction.

- Regulatory approvals may delay the Proposed Transaction or may diminish its benefits.

- The number of shares of K-C common stock issuable in the First Merger in respect of one share of our common stock is fixed and will not be adjusted.

Because the market price of K-C common stock may fluctuate, our shareholders cannot be sure of the market value of the stock consideration they will receive in exchange for their shares.

- If the Proposed Transaction fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), our shareholders may pay additional U.S. federal income taxes.

- Uncertainties associated with the Proposed Transaction may disrupt our business.

- The Proposed Transaction’s consummation is expected to trigger change-in-control or other provisions.

- Failure to integrate our and K-C’s businesses and operations successfully in the expected time frame.

- The Merger Agreement restricts certain business activities prior to the effective time of the Proposed Transaction.

- The Proposed Transaction may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants, and other business counterparties and may result in the termination of existing contracts.

- We may not achieve some or all of the expected benefits of the Separation.

- We are subject to potential tax-related liabilities to J&J for taxes attributable to our business.

Risks Related to the Proposed Transaction with K-C

If the Proposed Transaction is consummated, the combined company may not perform as we or the market expects and may fail to realize the projected benefits and cost savings of the Proposed Transaction, which could adversely affect the value of K-C common stock, which our shareholders will own following the completion of the Proposed Transaction.

The success of the Proposed Transaction will depend, in part, on K-C’s ability to realize the anticipated benefits and cost savings from combining our and K-C’s respective businesses, including operational and other synergies that we believe the combined company will be able to achieve.

The anticipated benefits and cost savings of the Proposed Transaction may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that we do not currently foresee.

Risks associated with the combined company following the Proposed Transaction include:

- the integration process will require significant time and focus from management following the Proposed Transaction and may, for the combined company, result in the loss of key employees, the disruption of ongoing businesses, or inconsistencies in standards, controls, procedures, and policies;

- key employees might decide not to remain with the combined company after the Proposed Transaction is completed, and the loss of key personnel could adversely affect the combined company’s results of operations, financial condition, and growth prospects;

- the results of operations of the combined company and the market price of the combined company’s common stock after the completion of the Proposed Transaction may be affected by factors different from those currently affecting each of our and K-C’s independent results of operations;

- there could be potential unknown liabilities and unforeseen expenses associated with the Proposed Transaction that were not discovered in the course of performing due diligence; and

- the issuance of shares of the K-C common stock in the Proposed Transaction could depress the market price for the combined company’s common stock.

In addition, in connection with the Proposed Transaction, K-C is expected to incur significant additional indebtedness to finance the Cash Consideration (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark” to the Consolidated Financial Statements included herein) and pay fees and expenses relating to the Proposed Transaction.

This increased indebtedness will reduce the amount of cash flow available to service K-C’s debt, including any of our debt assumed by K-C in connection with the Proposed Transaction, in future periods.

If the combined company’s cash flows and capital resources are insufficient to fund debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital, or restructure or refinance its indebtedness.

Failure to consummate the Proposed Transaction, or a delay in the consummation of the Proposed Transaction, could negatively impact our business, results of operations, financial condition, and stock price.

The Merger Agreement is subject to a number of conditions that must be fulfilled to complete the Proposed Transaction.

Those conditions include, among others, certain regulatory approvals, the absence of government restraints or prohibitions preventing the completion of the Proposed Transaction, the approval of the stock portion of the Merger Consideration (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark,” to the Consolidated Financial Statements included herein) for listing on Nasdaq, the continued accuracy of the representations and warranties by both parties, and the performance in all material respects by both parties of their obligations under the Merger Agreement.

A number of the conditions are not within our control and may prevent, delay, or otherwise materially adversely affect the consummation of the Proposed Transaction.

We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that we will be able to timely consummate the Proposed Transaction as currently contemplated under the Merger Agreement or at all.

Our business, results of operations, financial condition, or stock price could be adversely affected, potentially in a material way, by

the failure to complete the Proposed Transaction or by a delay in the completion of the Proposed Transaction, including as a result of the following:

- the combined company may not realize any or all of the potential benefits of the Proposed Transaction, including any synergies that could result from combining our financial and business resources with those of K-C;

- matters relating to the Proposed Transaction will require substantial commitments of time and resources by our management which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company;

- Legal proceedings related to talc or talc-containing products, such as Johnson’s® Baby Powder, sold outside the United States and Canada (pursuant to the Separation Agreement, J&J has retained the Talc-Related Liabilities (as defined below) for products sold in the United States and Canada), including personal injury claims alleging that talc causes cancer, and other risks and uncertainties related to our historic sale of talc or talc-containing products (talc-based Johnson’s® Baby Powder was discontinued globally in 2023).

- We are subject to restrictions on our business, potential tax-related liabilities (such as joint and several liability with J&J for its U.S. federal consolidated group tax return for periods prior to the date of the completion of the Exchange Offer) and potential tax-related indemnification obligations to J&J for taxes attributable to our business and, under certain circumstances, taxes arising in connection with the Separation and the subsequent distribution or other disposition by J&J of the shares of Kenvue common stock owned by J&J following the Kenvue IPO.

- We cannot be certain that an active trading market for our common stock will be sustained.

relationship with consumers, customers and third-party partners, including healthcare professionals, celebrities, and influencers.

This requires us to effectively

Our recent creation of the Global Content Factory, a production agency ecosystem that we employ to drive relevant content in all of our markets while reducing our costs, as well as our recent integration of new creative and media agencies, may not advance our brands to the extent or as quickly as we expect.

conducting business around the world, including foreign currency fluctuations, and these risks will increase as we continue to expand our global operations.”

ability to develop innovative new products could be adversely affected.

affected.

As a result, a disruption that only impacts a single manufacturer,

be able to sustain these price increases, or sustained price increases may eventually lead to a decline in sales volume.

From time to time we implement restructuring or strategic initiatives intended to maintain long-term sustainable growth, such as the 2024 Multi-Year Restructuring Initiative, which is designed to build on our strengths, improve our underlying information technology infrastructure, and optimize our cost structure by rebalancing resources to better position us for future growth.

The overall increase in

In connection with the Separation, we continue to work to separate our Technology Systems from J&J’s Technology Systems.

Any of the foregoing risks may be exacerbated by the Separation as a result of the required transition of our Technology Systems and related transfer of data.

In connection with the Separation, we hired and integrated a significant number of employees on an expedited basis, and the Separation has resulted in new and increased demands on our management team and other employees.

health, and safety laws and regulations, and the impact of any obligations under these laws and regulations could adversely affect us.”

We are subject to a broad range of laws and regulations in the United States and around the world, including but not limited to those described in the section titled “Business—Government Regulations” of Part I, Item 1 included herein.

For additional information about the regulatory landscape applicable to our business, see the section titled “Business—Government Regulations” of Part I, Item 1 included herein.

investigate and defend against litigation, regardless of the merit of the underlying claims.

In addition, the Modernization of Cosmetics Regulation Act, enacted in December 2022, is expected to expand the FDA’s regulatory authority over cosmetic products, including by providing the FDA with new mandatory recall authority over cosmetics and by requiring the registration of cosmetic manufacturing facilities, the reporting of certain adverse events, the issuance of cGMP requirements, and the establishment of safety substantiation requirements.

The public now has the opportunity to comment for 180 days before the FDA issues a final order.

confidentiality, security, retention, availability, integrity, and other processing of health-related and other sensitive and personal information.

In the United States, we are also subject to a growing number of state laws and regulations, including the Illinois Biometric Information Privacy Act, that govern the collection and use of biometric information, such as fingerprints and facial biometric templates, as well as laws in all 50 states that require businesses, under certain circumstances, to provide notice to consumers whose personal information has been accessed or acquired as a result of a data breach and, in some cases, to regulators.

products, which could disrupt our manufacturing operations.

For example, actions taken in response to the Russia-Ukraine War have included the imposition of export controls and broad financial and economic sanctions against Russia, Belarus, and specific areas of Ukraine.

which the law change is enacted.

For example, the ongoing Russia-Ukraine War has provoked strong reactions from the United States, the United Kingdom, the EU, and various other countries and economic and political organizations around the world.

Actions taken in response to the Russia-Ukraine War include the imposition of export controls and broad financial and economic sanctions against Russia, Belarus, and specific Russian-occupied areas of Ukraine.

Additional sanctions or other measures may continue to be imposed by the global community, and counteractive measures may continue to be taken by the Russian government, other entities in Russia, or governments or other entities outside of Russia.

Our operations and presence in Russia and Ukraine are limited.

For quantification of the impact of Russian and Ukrainian operations and presence on our Net sales and assets, refer to the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results” in Part II, Item 7 included herein.

At the end of the transitional periods specified in these agreements, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf, and these costs may significantly exceed the comparable expenses we have incurred in the past.

Summary of Significant Accounting Policies—Basis of Presentation,” to the Consolidated Financial Statements included herein.

- our business may experience a loss of corporate brand identity, historical market reputation, economies of scale, purchasing power, and access to certain financial, managerial, and professional resources from which we benefited prior to the Separation;

- to preserve the tax-free treatment for U.S. federal income tax purposes to J&J of certain steps of the Separation our ability to pursue certain strategic transactions may be restricted; and

Our rebranding strategy in connection with the Separation involves substantial costs and may not produce the intended benefits if it is not favorably received by our consumers, customers, or third-party partners.

We cannot predict with certainty the long-term effect that the Separation will have on our brands and our reputation.

Although we typically rely on product branding more than corporate branding for marketing purposes, we have historically been able to capitalize on J&J’s market reputation, performance, and brand identity as part of our relationships with consumers, customers, and third-party partners.

In connection with the Separation, we have incurred, and will continue to incur, substantial costs to rebrand our company as “Kenvue” and change the branding and trade dress for certain of our products around the world.

As a global leader at the intersection of healthcare and consumer goods, we are the world’s largest pure-play consumer health company by revenue with [removed: $15.5] [added: $15.1] billion in Net sales in the fiscal year [removed: 2024.][added: 2025.]

By combining the power of science with meaningful [removed: human] [added: consumer] insights and our digital strategy, we empower consumers to live healthier lives every day.

Built on more than a century of heritage and trusted by generations, our differentiated portfolio of iconic brands—including [removed: Tylenol®, Neutrogena®, Listerine®, Johnson’s®,] [added: Aveeno®,] BAND-AID® Brand, [removed: Aveeno®, Zyrtec®,] [added: Johnson’s®, Listerine®, Neutrogena®, Nicorette®, Tylenol®,] and [removed: Nicorette®—is] [added: Zyrtec®—is] backed by science and recommended by healthcare professionals, which further reinforces our consumers’ connections to our brands.

Our portfolio includes Self Care, Skin Health and Beauty, and Essential Health products, allowing us to connect with consumers [removed: globally—in] [added: globally in] their daily rituals and the moments that matter most.

Similarly, our research and development organization combines these consumer insights with deep, multi-disciplinary scientific expertise, and [added: active] engagement with healthcare professionals, to drive innovative new products, solutions, and experiences centered around consumer health.

*•Self Care.* Our Self Care product categories include: [removed: Pain Care;] Cough, Cold, and Allergy; [added: Pain Care;] and Other Self Care (Digestive Health, Smoking Cessation, Eye Care, and Other).

Major brands in the segment include [removed: Tylenol®,] [added: Benadryl®, Calpol®,] Motrin®, Nicorette®, [removed: Benadryl®, Zyrtec®, Zarbee’s®, ORSLTM,] Rhinocort®, [added: Tylenol®, Zarbee’s®,] and [removed: Calpol®.][added: Zyrtec®.]

Major brands in the segment include [removed: Neutrogena®,] Aveeno®, Dr.Ci:Labo®, [removed: OGX®,] Le Petit Marseillais®, Lubriderm®, [added: Neutrogena®, OGX®,] and Rogaine®.

Major brands in the segment include [removed: Listerine®, Johnson’s®,] BAND-AID® Brand, [removed: Stayfree®,] [added: Carefree®, Desitin®, Johnson’s®, Listerine®,] o.b.® tampons, [removed: Carefree®,] and [removed: Desitin®.][added: Stayfree®.]

For additional information about our three reportable business segments, see [removed: “—Key Factors Affecting Our Results—Our Brands and Product Portfolio” and] Note 18, “Segments of Business and Geographic Areas,” to the Consolidated Financial Statements included herein.

In May 2023, we completed an initial public offering [removed: of approximately 10.4% of our outstanding common stock] and began trading on the NYSE under the ticker symbol “KVUE.” [removed: Following the Kenvue IPO,] [added: In July 2023,] J&J [removed: owned approximately 89.6%] [added: announced an exchange offer under which its shareholders could exchange shares] of [added: J&J common stock for shares of] our [removed: outstanding] common [removed: stock.][added: stock owned by J&J.]

In August 2023, J&J completed the Exchange [removed: Offer and exchanged shares representing approximately 80.1% of our common stock,] [added: Offer,] completing the Separation [removed: from J&J] and [added: our] transition to being a fully independent public company.

Following the completion of the [removed: Debt for Equity] [added: Debt-for-Equity] Exchange, J&J [removed: no longer owned] [added: did not own] any shares of our common stock.

See Note 1, “Description of the Company and Summary of Significant Accounting [removed: Policies—Description] [added: Policies—Impairment] of [removed: the Company and Business Segments,”] [added: Long-Lived Assets,”] to the Consolidated Financial Statements [added: included herein] for additional information.

Kenvue Global [added: and North America] Headquarters

On February 21, 2024, we listed our [removed: interim] [added: former] corporate headquarters in Skillman, New [removed: Jersey] [added: Jersey,] for sale, which met the criteria to be classified as held for sale at that date.

For the fiscal three months ended March 31, 2024, an impairment charge of $68 million was recorded on the held for sale asset associated with the [removed: interim] [added: former] corporate headquarters in Skillman.

See Note 1, “Description of the Company and Summary of Significant Accounting [removed: Policies—Assets] [added: Policies—Impairment of Long-Lived Assets—Assets] Held for Sale,” to the Consolidated Financial Statements included herein for more information.

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed [removed: below and] [added: below,] in Part I, Item 1A, “Risk Factors,” [removed: of this Annual Report on Form 10-K.][added: and the section titled “Cautionary Note Regarding Forward-Looking Statements” included herein.]

We have a world-class, global portfolio of iconic [removed: and modern] brands, and for over 135 years, we have been making and investing in [removed: consumer] products that are trusted by generations of consumers.

Our brands are built for moments that uniquely matter; these moments of care create an emotional connection to our [removed: products that creates] [added: products, enabling] deep bonds between consumers and our brands.

We expect these trends to continue [removed: and] [added: so] that consumers will continue to seek solutions that meet their health goals, creating growth opportunities across our product portfolio.

Our products are sold in a highly competitive global marketplace, which, in recent years, has experienced increased retail trade concentration, the emergence of retail buying alliances, [added: including] the [added: consolidation of bargaining strength across multiple partners, the] rapid growth of e-commerce, [added: the rise of agentic shopping,] and the integration of traditional and digital operations at key customers.

One of our customers accounted for approximately [removed: 12%, 12%, and 13%] [added: 12%] of total Net sales [removed: for] [added: in each of] the fiscal twelve months ended December [added: 28, 2025, December] 29, 2024, [added: and] December 31, [removed: 2023, and January 1, 2023, respectively.][added: 2023.]

Our top 10 customers represented approximately [removed: 41%, 41%, and 42%] [added: 41%] of total Net sales [removed: for] [added: in each of] the fiscal twelve months ended December [added: 28, 2025, December] 29, 2024, [added: and] December 31, [removed: 2023, and January 1, 2023, respectively.][added: 2023.]

[removed: Our] [added: We optimize our] sourcing, manufacturing, and demand planning capabilities [removed: are continuously optimized] to meet evolving market dynamics.

[removed: Our] extensive distribution network and sales organization enable us to establish strategic partnerships with key suppliers and retailers across multiple markets and channels, where we further leverage our scale to drive flexible [added: manufacturing capacity and supply chain optimization.]

[removed: For] [added: Our results for] the fiscal twelve months ended December [removed: 29, 2024, December 31, 2023, and January 1, 2023, our Ukrainian business represented 0.2%, 0.2%,] [added: 28, 2025] and [removed: 0.1% of our Net sales, respectively.][added: December 29, 2024 were as follows:]

As a result, we face foreign currency exposure on the translation into U.S. dollars of our results of [added: operations in numerous jurisdictions.]

We did not complete any significant acquisitions or divestitures during the fiscal twelve months ended December [added: 28, 2025, December] 29, 2024, [added: and] December 31, [removed: 2023, and January 1,] 2023.

See Note 17, “Commitments and Contingencies,” to the Consolidated Financial Statements included herein for additional information regarding [removed: our current] legal proceedings.

A detailed discussion of the period-over-period changes in the results for the fiscal twelve months ended December [removed: 29, 2024] [added: 28, 2025] and the fiscal twelve months ended December [removed: 31, 2023] [added: 29, 2024] is presented below.

A detailed discussion of the period-over-period changes in the results for the fiscal twelve months ended December [removed: 31, 2023] [added: 29, 2024] and the fiscal twelve months ended [removed: January 1,] [added: December 31,] 2023 can be found under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part [removed: II.,] [added: II,] Item 7 of [removed: this] [added: the] Annual Report on Form 10-K for the fiscal twelve months ended December [removed: 31, 2023] [added: 29, 2024] filed on [removed: March 1, 2024] [added: February 24, 2025] with the SEC (the [removed: “2023] [added: “2024] Annual Report”).

Fiscal Twelve Months Ended December [removed: 29, 2024] [added: 28, 2025] Compared with Fiscal Twelve Months Ended December [removed: 31, 2023][added: 29, 2024]

[removed: Our results] [added: Summarized cash flow information] for the fiscal twelve months ended December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023] [added: 29, 2024] were as follows:

| | | | | | | Fiscal Twelve Months Ended | | | | | | | | | | | | Change In Fiscal Year | | | | | | | | | [removed: | | | | | | | | | | | |]

| | | | | | | December [removed: 29, 2024] [added: 28, 2025] | | | | | | December [removed: 31, 2023] [added: 29, 2024] | | | | | | Change [removed: 2023] [added: 2024] to [removed: 2024 | | | | | | | | | | | |] [added: 2025] | | | | | | | | |

| (Dollars in Millions) | | | | | | | | | | | | | | | | | | Amount | | | | | | Percent | | | [removed: | | | | | | | | | | | |]

| Selling, general, and administrative expenses | | | | | | [removed: 6,329 | | | | | | 6,141 | | | | | | 188] [added: 6,088] | | | | | | [removed: 3.1] [added: 6,329] | | | | | | [added: (241)] | | | | | | [added: (3.8)] | | |

| Restructuring expenses | | | | | | [removed: 185 | | | | | | —] [added: 290] | | | | | | 185 | | | | | | [removed: * | | | | | |] [added: 105] | | | | | | [added: 56.8] | | |

Separation-related costs associated with information technology and other activities, primarily related to the disentanglement of systems and the discontinuance of certain information technology assets, are substantially completed.

However, costs related to legal entity name changes and certain other separation-related activities are expected to continue for a longer period than originally anticipated.

In March 2025, we began operating out of the new global and North America corporate headquarters.

During the fiscal three months ended December 28, 2025, we completed the sale of the Skillman, New Jersey, facility and recognized a gain of $17 million.

Recent Developments

See Note 20, “Subsequent Events,” to the Consolidated Financial Statements included herein for information about our restructuring initiative approved by our Board on February 17, 2026.

*Strategic Review and Proposed Transaction with K-C*

In July 2025, we announced that our Board had previously initiated a comprehensive review of strategic alternatives and has established a strategic review committee (the “Strategic Review Committee”) to oversee the ongoing process, which was discontinued effective February 18, 2026.

On November 2, 2025, following our Board’s review of strategic alternatives, our Board unanimously approved the execution of the Merger Agreement pursuant to which K-C will acquire all of the outstanding shares of the Company for a combination of stock and cash in a series of transactions, as described in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark,” to the Consolidated Financial Statements included herein.

Pursuant to the terms and subject to the conditions of the Merger Agreement, Company shareholders will receive the Merger Consideration consisting of 1) 0.14625 shares of K-C common stock and 2) $3.50 in cash for each share of the Company they own.

Upon completion of the Proposed Transaction, current K-C shareholders are expected to own approximately 54%, and current Company shareholders are expected to own approximately 46% of the combined company on a fully diluted basis.

The Merger Agreement contains customary representations, warranties, covenants, and termination rights.

The Proposed Transaction is expected to close in the second half of 2026 and is conditioned on the satisfaction or waiver of other customary closing conditions, including the receipt of antitrust clearance in the United States and a number of foreign regulatory approvals.

On January 29, 2026, our shareholders approved the adoption of the Merger Agreement and K-C’s shareholders approved the issuance of K-C common stock in connection with the Proposed Transaction, in each case at a special meeting of shareholders held for that purpose.

Additionally, the waiting period applicable to the Proposed Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on February 4, 2026.

We are incurring costs, which primarily consist of expenses incurred in connection with the Proposed Transaction, including advisory fees, legal costs, and other professional service costs (the “Proposed Transaction costs”).

*Acetaminophen Regulatory Developments*

In September 2025, officials in the U.S. federal government alleged that in utero exposure to acetaminophen (the active ingredient in Tylenol®, an over-the-counter pain medication) may be associated with an increased risk of neurological conditions such as autism spectrum disorder and attention-deficit/hyperactivity disorder in children and cautioned against the use of Tylenol® by pregnant women.

The FDA also stated it initiated the process for a label change for acetaminophen and issued a notice to physicians.

A third party, Informed Consent Action Network, filed a citizen petition in September 2025 regarding safety-related labeling changes for the use of over-the-counter acetaminophen-containing drug products during pregnancy.

Our subsidiary, Kenvue Brands LLC, submitted its response to the citizen petition in October 2025, requesting that the FDA deny the petition.

In November 2025, a second citizen petition was filed by a third party, the Americans for Scientific Integrity, requesting the FDA update the labeling of OTC acetaminophen-containing drug products to reflect a potential risk of neurodevelopmental harm, including autism spectrum disorder, from exposure during early childhood.

The foregoing actions may depress sales of acetaminophen and could result in an increased risk of future litigation containing similar claims.

See Note 17, “Commitments and Contingencies,” to the Consolidated Financial Statements included herein for details regarding certain litigation matters that are currently pending related to acetaminophen.

For the fiscal twelve months ended December 28, 2025, we performed a qualitative assessment on each of our reporting units on the annual test date and concluded that no impairment to goodwill was necessary as it was more likely than not that the estimated fair value of each reporting unit was in excess of its respective carrying value.

In addition to the qualitative assessment performed as of the annual test date for the fiscal twelve months ended December 28, 2025, there was a reassessment of the long-term outlook for the Skin Health and Beauty business during the fiscal three months ended September 28, 2025.

The revised outlook aimed to address slower growth in the broader skincare categories, as well as the recent decline in profitability of the Skin Health and Beauty reporting unit.

We revised the internal forecasts to reflect the updated outlook.

These changes in circumstances were determined to be a triggering event, which resulted in a quantitative interim impairment assessment of the fair value of the Skin Health and Beauty reporting unit.

We also elected to perform a quantitative interim impairment assessment for the Self Care and Essential Health reporting units in conjunction with the assessment performed for the Skin Health and Beauty reporting unit.

Under the market-based approach, we utilize the guideline public company method and market transaction method.

These methods utilize valuation multiples derived from comparable publicly traded companies and relevant industry transactions, which are then applied to the reporting unit’s operating performance metrics.

Based on the results of the assessment, the estimated fair value of the Skin Health and Beauty reporting unit exceeded the carrying value by approximately 10%; therefore, no impairment charge was recorded for the fiscal three months ended September 28, 2025.

If all other assumptions were held constant, an increase of approximately 100 basis points in the selected discount rate would have resulted in an impairment charge.

No impairment to goodwill was necessary for any of the reporting units, as the estimated fair value of each reporting unit exceeded its respective carrying value.

A decline in forecasted Net sales or net income, or adverse macroeconomic developments such as rising interest rates, could significantly reduce the excess between fair value and carrying value.

We will continue to monitor the performance of the Skin Health and Beauty business; further deterioration of market conditions or an inability to execute on our strategies could lead to an impairment charge of the goodwill associated with the Skin Health and Beauty reporting unit in the future.

*Macroeconomic Developments*

Macroeconomic developments, including changes in global trade policies, may adversely affect prevailing economic conditions and our business, results of operations, or financial condition.

In 2025, the U.S. government issued executive orders imposing tariffs on goods imported into the United States.

In July 2023, J&J announced an exchange offer under which its shareholders could exchange shares of J&J common stock for shares of our common stock owned by J&J.

We expect the Separation-related costs will continue through approximately the first half of fiscal year 2025.

We expect to officially open our new global and North America corporate headquarters in March 2025.

When construction is completed, the campus will encompass approximately 290,000 square feet.

The Global and North America Headquarters Lease collectively includes the lease associated with the global and North America corporate headquarters building, the lease associated with the land where the research and development building is under construction, and the lease associated with land to be used for amenities.

manufacturing capacity and supply chain optimization.

*Supply Chain Optimization Initiatives*

Since 2019, we have taken significant steps to meet consumer demand and mitigate supply chain constraints.

We have redesigned our manufacturing and distribution network, optimizing both in-house and external manufacturing and distribution footprints to improve lead time and reliability across the globe.

We selectively invested in specific technologies and expanded our capacity in different geographic markets with the intent to increase competitiveness by improving cost, speed, compliance, and customer service.

As a result, our historical results of operations reflect savings delivered through these end-to-end supply chain optimization initiatives.

*Russia-Ukraine War*

Although the long-term implications of the Russia-Ukraine War are difficult to predict at this time, the financial impact of the conflict during the fiscal twelve months ended December 29, 2024, December 31, 2023, and January 1, 2023 was not significant to our results of operations.

As of both December 29, 2024 and December 31, 2023, our Ukrainian business represented 0.1% of our assets.

For the fiscal twelve months ended December 29, 2024, December 31, 2023, and January 1, 2023, our Russian business represented 1.1%, 1.0%, and 1.4% of our Net sales, respectively.

As of both December 29, 2024 and December 31, 2023, our Russian business represented 0.7% of our assets.

In the fiscal three months ended April 3, 2022, we announced our decision to suspend supply of all of our products into Russia other than our OTC medicines within our Self Care segment, which we continued to supply as patients rely on many of these products for healthcare purposes.

Supply of the suspended products terminated during the fiscal three months ended July 3, 2022.

We also suspended branded advertising, clinical trials, and additional investment in Russia.

We will continue to monitor the geopolitical situation in Russia and evaluate our activities and future operations in Russia.

operations in numerous jurisdictions.

We continually assess and refine our portfolio through acquisitions of businesses as well as divestitures of assets that we do not believe are well integrated into our product portfolio and strategic direction.

We believe our strong balance sheet will allow us to strategically make acquisitions and divestitures while maintaining our disciplined approach to capital allocation.

We and/or certain of our subsidiaries are involved from time to time in various lawsuits and claims relating to product liability, labeling, marketing, advertising, pricing, intellectual property, commercial contracts, foreign exchange controls, antitrust and trade regulation, labor and employment, indemnification, data privacy and cybersecurity, environmental, health and safety, and tax matters, governmental investigations, and other legal proceedings that arise in the ordinary course of our business.

A significant number of personal injury claims alleging that talc causes cancer were made against J&J and certain of its affiliates arising out of the use of body powders containing talc, primarily Johnson’s® Baby Powder.

These personal injury suits were filed primarily in state and federal courts in the United States and in Canada.

Pursuant to the Separation Agreement, J&J has retained the Talc-Related Liabilities and, as a result, has agreed to indemnify us for the Talc-Related Liabilities in the United States and Canada and any costs associated with resolving such claims.

We will, however, remain responsible for all liabilities on account of or relating to harm arising out of, based upon or resulting from, directly or indirectly, the presence of or exposure to talc or talc-containing products sold outside the United States or Canada.

Except for the Talc-Related Liabilities and certain other liabilities for which the Company was indemnified by J&J, the Company generally remains responsible for liabilities relating to, arising out of, or resulting from the past or current operation or conduct of the Company’s business.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net sales | | | | | | $ | 15,455 | | | | | $ | 15,444 | | | | | $ | 11 | | | | | 0.1 | | % | | | | | | | | | | | | |

| Cost of sales | | | | | | 6,496 | | | | | | 6,801 | | | | | | (305) | | | | | | (4.5) | | | | | | | | | | | | | | |

| Gross profit | | | | | | 8,959 | | | | | | 8,643 | | | | | | 316 | | | | | | 3.7 | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 1,030 | | | | | $ | 1,664 | | | | | $ | (634) | | | | | (38.1) | | % | | | | | | | | | | | | |

Excluding the impact of unfavorable changes in foreign currency exchange rates of $219 million, or 1.4%, Organic sales (a non-GAAP financial measure as defined in “Segment Results—Organic Sales Change” below) growth was $230 million, or 1.5%.

Organic sales growth was driven by favorable value realization (defined as price, including mix) of 2.7%, partially offset by volume-related decreases of 1.2%.

The increase in year-over-year value realization was primarily due to carryover price increases from the prior fiscal year as well as new pricing actions, while the volume-related decrease was primarily driven by Skin Health and Beauty and Self Care.

Organic sales growth was primarily driven by growth in Essential Health across all product categories, led by Oral Care, as well as growth in Self Care, partially offset by declines in Skin Health and Beauty due to volume-related decreases in the United States attributable to the carryover effects from prior fiscal year execution challenges and current fiscal year competitive pressures.

| Total | | | | | | $ | 11 | | | | | 0.1 | | % | | | | $ | (219) | | | | | | | | | | | $ | 230 | | | | | 1.5 | | % |

[removed: A hypothetical 10% unfavorable change in the average] exchange rate used to translate Net income for the fiscal twelve months ended December [removed: 29, 2024] [added: 28, 2025] from local currencies to U.S. dollars would result in a decline in Net income of approximately [removed: $83] [added: $122] million.

As of December [removed: 29, 2024,] [added: 28, 2025,] a hypothetical 10% unfavorable change in exchange rates would result in an unrealized loss of approximately [removed: $187] [added: $182] million associated with the change in the fair value of the forward foreign exchange contracts and the cross currency swap contracts.

Inflationary pressures have increased in recent years, and [removed: may increase in] the [removed: future the] costs of raw materials, packaging components, and other inputs for our [removed: products.][added: products may increase in the future.]

[removed: Since 2021,] [added: In recent years,] we have experienced, and we may in the future experience, higher than expected inflation, including escalating transportation, commodity, and other supply chain costs and disruptions that have adversely affected, and could in the future adversely affect, our results of operations.

During [removed: 2023 and] [added: 2023,] 2024, [added: and 2025,] we partially offset the impact of prior inflationary [removed: increases] [added: increases, as well as tariffs,] through price increases, in addition to continued supply chain optimization initiatives.

However, if our costs continue to be subject to inflationary [removed: pressures,] [added: pressures or higher tariffs, which remain subject to frequent and rapid change,] we may not be able to offset the higher costs through price increases, achieve cost efficiencies, or otherwise manage the exposure through sourcing strategies, ongoing productivity initiatives, and the use of commodity hedging contracts, which could adversely affect our business, results of operations, or financial condition.

From time to time, we also hedge the anticipated issuance of fixed-rate [removed: debt, and those contracts] [added: debt by entering into forward starting interest rate swaps, which] are designated as cash flow [removed: hedges.][added: hedging relationships at the date of contract inception.]

As of December [removed: 29, 2024,] [added: 28, 2025,] our outstanding long-term debt portfolio was comprised of primarily fixed-rate debt, and therefore, any fluctuation in market interest rate is not expected to have a material impact on our results of operations.

See Note 16, “Fair Value Measurements,” to the Consolidated Financial Statements included [removed: herein.][added: herein for additional information.]

We are also exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is [removed: unlikely to be material as it is our policy to contract with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations.]

A hypothetical 10% unfavorable change in the average

unlikely to be material as it is our policy to contract with diverse, creditworthy counterparties based upon both strong credit ratings and other credit considerations.

In connection with the Separation, we incurred approximately $9.0 billion of new debt pursuant to the Debt Financing Transactions.

As of December 29, 2024, we have $7.7 billion of Senior Notes and $797 million of commercial paper issued under the Commercial Paper Program outstanding, net of related amortization of discounts and debt issuance costs.

Beginning in the fiscal three months ended January 1, 2023, we entered into forward starting interest rate swap agreements in contemplation of securing long-term financing for the Separation or for other long-term financing purposes in the event the

Separation did not occur.

In connection with the Senior Notes offering, the interest rate swap contracts were early terminated on a negotiated basis.

As a global leader at the intersection of healthcare and consumer goods, we are the world’s largest pure-play consumer health company by revenue with [removed: $15.5] [added: $15.1] billion in Net sales in the fiscal year [removed: 2024.][added: 2025.]

Built on more than a century of heritage and trusted by generations, our differentiated portfolio of iconic brands—including [removed: Tylenol®, Neutrogena®, Listerine®, Johnson’s®,] [added: Aveeno®,] BAND-AID® Brand, [removed: Aveeno®, Zyrtec®,] [added: Johnson’s®, Listerine®, Neutrogena®, Nicorette®, Tylenol®,] and [removed: Nicorette®—is] [added: Zyrtec®—is] backed by science and recommended by healthcare professionals, which further reinforces our consumers’ connections to our brands.

Our portfolio includes Self Care, Skin Health and Beauty, and Essential Health products, allowing us to connect with consumers across North America, Asia Pacific (“APAC”), Europe, Middle East, and Africa (“EMEA”), and Latin America [removed: (“LATAM”)—in] [added: (“LATAM”) in] their daily rituals and the moments that matter most.

Similarly, our research and development organization combines these consumer insights with deep, multi-disciplinary scientific expertise, and [added: active] engagement with healthcare professionals, to drive innovative new products, solutions, and experiences centered around consumer health.

Underpinned by Kenvue’s Healthy Lives Mission, our comprehensive [removed: Environmental, Social, and Governance (“ESG”)] [added: sustainability] strategy, our core capabilities are supported by our commitment to building a resilient and sustainable business that creates value for all our stakeholders over the long term.

Since the Separation [removed: (as defined below)] from J&J, as described below, we have been [removed: executing a significant transformation agenda, spanning] [added: significantly transforming, including] from exiting the Transition Services Agreement [added: and the Transition Manufacturing Agreement with J&J] (as defined in [added: Part I, Item 1A,] “Risk Factors—Summary of Risk Factors—Risks Related to Our Relationship with [removed: J&J” in Part I, Item 1A)] [added: J&J”)] while standing up, [added: disentangling,] modernizing, and optimizing our own systems, [removed: to] [added: strengthening our Leadership Team,] instituting a new operating model, [removed: as we reinvent] [added: reinventing] our ways of [removed: working and strengthen] [added: working,] and [removed: scale] [added: enhancing] our commercial capabilities.

We have been focused on driving productivity and realizing [added: cost savings from] Our Vue Forward (as defined in [added: Part II, Item 7,] “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our [removed: Results—Restructuring,” in Part II, Item 7) and other cost savings] [added: Results—Restructuring”)] across the organization to fuel investments behind our [removed: brands,] [added: brands and unlock operational efficiencies,] so that we can drive sustainable and profitable growth.

In May 2023, we completed an initial public offering (the “Kenvue IPO”) [removed: of approximately 10.4% of our outstanding common stock] and began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “KVUE.” [removed: Following the Kenvue IPO,] [added: In July 2023,] J&J [removed: owned approximately 89.6%] [added: announced an exchange offer (the “Exchange Offer”) under which its shareholders could exchange shares] of [added: J&J common stock for shares of] our [removed: outstanding] common [removed: stock.][added: stock owned by J&J.]

In August 2023, J&J completed the Exchange [removed: Offer and exchanged shares representing 80.1% of our common stock,] [added: Offer,] completing the Separation [removed: from J&J] and [added: Kenvue’s] transition to being a fully independent public company.

In May 2024, J&J completed an additional exchange offer (the [removed: “Debt for Equity Exchange”)] [added: “Debt-for-Equity-Exchange”)] through which J&J exchanged indebtedness of J&J for shares of our common stock owned by J&J.

Following the completion of the [removed: Debt for Equity] [added: Debt-for-Equity] Exchange, J&J [removed: no longer owned] [added: did not own] any shares of our common stock.

*•Self Care.* Our Self Care product categories include: [removed: Pain Care;] Cough, Cold, and Allergy; [added: Pain Care;] and Other Self Care (Digestive Health, Smoking Cessation, Eye Care, and Other).

Major brands in the segment include [removed: Tylenol®,] [added: Benadryl®, Calpol®,] Motrin®, Nicorette®, [removed: Benadryl®, Zyrtec®, Zarbee’s®, ORSLTM,] Rhinocort®, [added: Tylenol®, Zarbee’s®,] and [removed: Calpol®.][added: Zyrtec®.]

Major brands in the segment include [removed: Neutrogena®,] Aveeno®, Dr.Ci:Labo®, [removed: OGX®,] Le Petit Marseillais®, Lubriderm®, [added: Neutrogena®, OGX®,] and Rogaine®.

Major brands in the segment include [removed: Listerine®, Johnson’s®,] BAND-AID® Brand, [removed: Stayfree®,] [added: Carefree®, Desitin®, Johnson’s®, Listerine®,] o.b.® tampons, [removed: Carefree®,] and [removed: Desitin®.][added: Stayfree®.]

We are a digital modern marketing [removed: company] [added: company,] and we collaborate with celebrities, influencers, and healthcare professionals to amplify brand awareness and product innovations.

Our research and development organization combines [added: deep,] multi-disciplinary scientific expertise with active engagement with healthcare professionals, placing human empathy at the [removed: core] [added: heart] of our product development process.

Across our portfolio of iconic brands, we earn consumers’ trust through modern, science-backed innovations that deliver [removed: reliable,] [added: reliable] personal care products and technologies that improve well-being.

Our global team of approximately 1,600 scientists, doctors, pharmacists, and engineers [removed: with] [added: has] expertise across a range of core disciplines, including formulation science, regulatory affairs, quality, medical affairs, medical safety, clinical operations, microbiology, translational science, and packaging.

Our research and development organization operates a global network of innovation [added: and development] hubs located close to consumers in key geographic markets.

[removed: Our global research and development] [added: The] teams collaborate across the product development lifecycle, partnering with consumers and leveraging our long-standing relationships with healthcare professionals and academic institutions to co-create a continuous pipeline of meaningful innovation.

We [removed: are continuously modernizing] [added: modernize] and [removed: optimizing] [added: optimize] our supply chain operations while better connecting with and serving our customers.

[removed: Our] [added: We optimize our] sourcing, manufacturing, and demand planning capabilities [removed: are continuously optimized] to meet evolving market dynamics.

[removed: The majority of raw and] packaging materials used are purchased from third parties and available from several sources.

Our in-house manufacturing footprint delivered [removed: over] [added: approximately] 60% of our sales volume during the fiscal year [removed: 2024,] [added: 2025,] with the remaining sales volume being supplied by an extensive network of external manufacturing facilities operated by trusted third-party [added: suppliers.]

Church & Dwight, Colgate-Palmolive, [removed: Kimberly Clark,] [added: Haleon, Kimberly-Clark,] Procter & Gamble, [removed: Unilever,] and private-label brands

See Part I, Item 1A, “Risk [removed: Factors,”] [added: Factors”] for additional information on our competitive risks.

[removed: Our ESG management approach] [added: Kenvue’s Healthy Lives Mission, our sustainability strategy, includes public targets and] is designed to effectively govern and manage impacts and risks while also enabling us to identify opportunities that accelerate innovation and profitable growth and drive business value for all our stakeholders.

[removed: Within these three pillars,] [added: Our Healthy Lives Mission is our call for everyday care in action, and] we are focused on [removed: nine] priority areas for which we have established goals and commitments to hold ourselves accountable and demonstrate progress as outlined in our [added: annual] Healthy Lives Mission Report.

We will continue to provide more details about our progress [removed: against these goals and commitments] in our [removed: upcoming] [added: annual] Healthy Lives Mission Report.

For more information on our climate-related risks and opportunities informed by the recommendations [added: of the Task Force on Climate-related Financial Disclosures (“TCFD”), see our TCFD Report, which will be reviewed and updated periodically.]

As of December [removed: 29, 2024,] [added: 28, 2025,] we had approximately 22,000 employees, with approximately [removed: 25%] [added: 23%] located in North America, 28% in EMEA, [removed: 28%] [added: 30%] in APAC, and 19% in LATAM.

Approximately 99% of our global employees were [removed: full time] [added: full-time] and 1% were [removed: part-time employees.][added: part-time.]

Our global workforce covers a broad range of functions, [removed: including] [added: with] manufacturing employees making up 23% of our workforce.

[removed: For example, we] [added: We] have initiatives in place to help ensure our hiring practices are fair, consistent, objective, and do not discriminate based on any legally protected category, so that our employees design and create everyday care products that are accessible to everyone.

Learning [added: to develop functional and/or leadership skills] can happen in different ways, including on-the-job, on special assignment, and e-learning or in-classroom [removed: training, to develop functional and/or leadership skills.][added: training.]

Ultimately, our [removed: goal] [added: aim] is to ensure this ongoing commitment to development and growth yields superior performance and higher levels of engagement that differentiates us from our competitors.

We also strive to actively support the communities we serve [removed: worldwide] [added: worldwide,] as well as those in which Kenvuers live and [removed: work] [added: work,] through strategic investments.

[removed: We] [added: Our total rewards programs are designed to] provide base pay that is competitive for a Kenvuer’s position considering skill level, experience, geographic location, and other business-related factors.

Additionally, we [removed: conduct periodic benchmarking and comparative analyses] [added: periodically benchmark] to help ensure Kenvue’s compensation programs remain [removed: competitive] [added: competitive,] and [removed: that] [added: we regularly assess the appropriateness of] employee pay [removed: is appropriate] based on skills, expertise, education, and tenure.

*Proposed Transaction with Kimberly-Clark*

On November 2, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kimberly-Clark Corporation, a Delaware corporation (“K-C” or, with reference to the post-closing period, the “combined company”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C (“First Merger Sub”), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (“Second Merger Sub”).

The Merger Agreement provides for the combination of the Company and K-C upon the terms and subject to the conditions set forth therein (the “Proposed Transaction”), as described in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark,” to the Consolidated Financial Statements included herein.

On January 29, 2026, our shareholders approved the adoption of the Merger Agreement and K-C’s shareholders approved the issuance of K-C common stock in connection with the Proposed Transaction, in each case at a special meeting of shareholders held for that purpose.

Additionally, the waiting period applicable to the Proposed Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on February 4, 2026.

The Proposed Transaction remains subject to the satisfaction or waiver of other customary closing conditions, including the receipt of a number of foreign regulatory approvals, as described in the Merger Agreement.

The majority of raw and

These licenses provide for terms of varying durations based on our particular use of a licensed intellectual property right.

For additional information about

For other medical devices, a third-party organization designated by an EU Member State must certify.

Endorsements and Testimonials in Advertising (the “Endorsement Guides”).

For example, in November 2025, we received a non-public Civil Investigative Demand (“CID”) from the Attorney General of the State of Texas pursuant to the Texas Deceptive Trade Practices-Consumer Protection Act.

The CID seeks documents related to certain Aveeno® Baby products that are labelled as “hypoallergenic.” Although we will produce documents and information responsive to the CID, efforts to ensure that we are and remain compliant with the various state consumer protection laws may involve substantial costs, and we cannot predict the outcome of any such investigations or their potential impact on our business.

In the EU, the Registration, Evaluation,

In July 2023, J&J announced an exchange offer (the “Exchange Offer”) under which its shareholders could exchange shares of J&J common stock for shares of our common stock owned by J&J.

In 2024 we created the Global Content Factory, a production agency ecosystem that we employ to drive relevant content in all of our markets while reducing our costs.

suppliers.

Our Healthy Lives Mission, which is our ESG strategy, includes public goals and commitments intended to position our brands as more positive choices for both people and the planet and to help manage ESG-related impacts, risks, and opportunities.

Kenvue’s Healthy Lives Mission is our call for everyday care in action and is supported by three pillars: nurture Healthy People, enrich a Healthy Planet, and maintain Healthy Practice.

of the Task Force on Climate-related Financial Disclosures (“TCFD”), see our inaugural TCFD Report, which will be reviewed and updated periodically.

renewed every 10 years after that, so long as the mark is still being used in commerce.

requirements.

to be used to treat, cure, prevent, mitigate, or diagnose disease.

In May 2021, the Medical Device Regulation (Regulation (EU) 2017/745) (“MDR”) came into effect in the EU.

The MDR is more comprehensive than the prior regime as it greatly increases the rigor and robustness of the regulations governing medical device products.

All medical devices are expected to meet the MDR requirements, and there is no “grandfathering” of products.

If our advertising claims or claims made by our social media influencers

For more information on the broad range of environmental, health, and safety laws that Kenvue is subject to.

For example, actions taken in response to the ongoing military conflict between Russia and Ukraine (the “Russia-Ukraine War”) have included the imposition of export controls and broad financial and economic sanctions against Russia, Belarus, and specific areas of Ukraine.

In addition, in our Skin Health and Beauty

The information [removed: called for] [added: required] by this item is incorporated herein by reference to Note 17, “Commitments and Contingencies,” to the Consolidated Financial Statements included herein.

| | | | | | | [removed: For] [added: For] the fiscal year ended [removed: December 29, 2024] [added: December 28, 2025] | | |

| | | | | | | [removed: For] [added: For] the transition period from [removed: to] [added: to] | | |

[removed: Commission] [added: Commission] File Number: [removed: 001-41697][added: 001-41697]

[added: |] (Address of principal executive offices) [added: | | | | | | (Zip Code) | | |]

Registrant’s telephone number, including area [removed: code:] [added: code] (908) 874-1200

| [removed: Common] [added: Common] Stock, Par Value [removed: $0.01] [added: $0.01] | | | | | | [removed: KVUE] [added: KVUE] | | | | | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] | | |

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting [removed: company,”] [added: company”] and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| | | | [removed: Emerging growth company] | | | [removed: ☐] | | | [added: Emerging growth company] | | | [added: ☐] | | |

The aggregate market value of the registrant’s voting and non-voting ordinary shares held by non-affiliates of the registrant was [removed: $34.8] [added: $39.6] billion as of June [removed: 28, 2024,] [added: 27, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter based on the closing price of the ordinary shares on the New York Stock Exchange.

On February [removed: 14, 2025, 1,911,240,720] [added: 13, 2026, 1,916,732,090] shares of Common Stock, [removed: $0.01] [added: 0.01] par value, were outstanding.

The information required by Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated by reference from the Registrant’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days of the Registrant’s fiscal year ended December [removed: 29, 2024.][added: 28, 2025.]

| | | | | | | | | | | | | [removed: Page] [added: Page No.] | | |

| | | | | | | [Cautionary Note Regarding Forward-Looking [removed: Statements](#i5d644d9aa0a644c59f554d2d4da2b57d_10)] [added: Statements](#i3b6c65a2d10a4551a171c7012187677a_10)] | | | | | | [removed: [3](#i5d644d9aa0a644c59f554d2d4da2b57d_10)] [added: [3](#i3b6c65a2d10a4551a171c7012187677a_10)] | | |

[removed: | | | | | | | [Part I.](#i5d644d9aa0a644c59f554d2d4da2b57d_13) | | | | | | | | |][added: PART I]

| [Item [removed: 1.](#i5d644d9aa0a644c59f554d2d4da2b57d_16)] [added: 1.](#i3b6c65a2d10a4551a171c7012187677a_16)] | | | | | | [removed: [Business](#i5d644d9aa0a644c59f554d2d4da2b57d_16)] [added: [Business](#i3b6c65a2d10a4551a171c7012187677a_16)] | | | | | | [removed: [5](#i5d644d9aa0a644c59f554d2d4da2b57d_16)] [added: [5](#i3b6c65a2d10a4551a171c7012187677a_16)] | | |

| | | | | | | [Company [removed: Overview](#i5d644d9aa0a644c59f554d2d4da2b57d_19)] [added: Overview](#i3b6c65a2d10a4551a171c7012187677a_19)] | | | | | | [removed: [5](#i5d644d9aa0a644c59f554d2d4da2b57d_19)] [added: [5](#i3b6c65a2d10a4551a171c7012187677a_19)] | | |

| | | | | | | [Brands and Product [removed: Portfolio](#i5d644d9aa0a644c59f554d2d4da2b57d_22)] [added: Portfolio](#i3b6c65a2d10a4551a171c7012187677a_22)] | | | | | | [removed: [6](#i5d644d9aa0a644c59f554d2d4da2b57d_22)] [added: [6](#i3b6c65a2d10a4551a171c7012187677a_22)] | | |

| | | | | | | [Brand [removed: Marketing](#i5d644d9aa0a644c59f554d2d4da2b57d_25)] [added: Marketing](#i3b6c65a2d10a4551a171c7012187677a_25)] | | | | | | [removed: [6](#i5d644d9aa0a644c59f554d2d4da2b57d_25)] [added: [6](#i3b6c65a2d10a4551a171c7012187677a_25)] | | |

| | | | | | | [Product Development and [removed: Innovation](#i5d644d9aa0a644c59f554d2d4da2b57d_28)] [added: Innovation](#i3b6c65a2d10a4551a171c7012187677a_28)] | | | | | | [removed: [7](#i5d644d9aa0a644c59f554d2d4da2b57d_28)] [added: [7](#i3b6c65a2d10a4551a171c7012187677a_28)] | | |

| | | | | | | [Supply Chain and [removed: Manufacturing](#i5d644d9aa0a644c59f554d2d4da2b57d_31)] [added: Manufacturing](#i3b6c65a2d10a4551a171c7012187677a_31)] | | | | | | [removed: [7](#i5d644d9aa0a644c59f554d2d4da2b57d_31)] [added: [7](#i3b6c65a2d10a4551a171c7012187677a_31)] | | |

| | | | | | | [Healthy Lives [removed: Mission](#i5d644d9aa0a644c59f554d2d4da2b57d_37)] [added: Mission](#i3b6c65a2d10a4551a171c7012187677a_37)] | | | | | | [removed: [8](#i5d644d9aa0a644c59f554d2d4da2b57d_37)] [added: [9](#i3b6c65a2d10a4551a171c7012187677a_37)] | | |

| | | | | | | [Governance [removed: Practices](#i5d644d9aa0a644c59f554d2d4da2b57d_2528)] [added: Practices](#i3b6c65a2d10a4551a171c7012187677a_40)] | | | | | | [removed: [9](#i5d644d9aa0a644c59f554d2d4da2b57d_2528)] [added: [9](#i3b6c65a2d10a4551a171c7012187677a_40)] | | |

| | | | | | | [Human [removed: Capital](#i5d644d9aa0a644c59f554d2d4da2b57d_40)] [added: Capital](#i3b6c65a2d10a4551a171c7012187677a_43)] | | | | | | [removed: [9](#i5d644d9aa0a644c59f554d2d4da2b57d_40)] [added: [9](#i3b6c65a2d10a4551a171c7012187677a_43)] | | |

| | | | | | | [Intellectual [removed: Property](#i5d644d9aa0a644c59f554d2d4da2b57d_43)] [added: Property](#i3b6c65a2d10a4551a171c7012187677a_46)] | | | | | | [removed: [10](#i5d644d9aa0a644c59f554d2d4da2b57d_43)] [added: [10](#i3b6c65a2d10a4551a171c7012187677a_46)] | | |

| | | | | | | [Government [removed: Regulations](#i5d644d9aa0a644c59f554d2d4da2b57d_46)] [added: Regulations](#i3b6c65a2d10a4551a171c7012187677a_49)] | | | | | | [removed: [11](#i5d644d9aa0a644c59f554d2d4da2b57d_46)] [added: [11](#i3b6c65a2d10a4551a171c7012187677a_49)] | | |

| | | | | | | [Available [removed: Information](#i5d644d9aa0a644c59f554d2d4da2b57d_52)] [added: Information](#i3b6c65a2d10a4551a171c7012187677a_55)] | | | | | | [removed: [16](#i5d644d9aa0a644c59f554d2d4da2b57d_52)] [added: [16](#i3b6c65a2d10a4551a171c7012187677a_55)] | | |

| [Item [removed: 1A.](#i5d644d9aa0a644c59f554d2d4da2b57d_55)] [added: 1A.](#i3b6c65a2d10a4551a171c7012187677a_58)] | | | | | | [Risk [removed: Factors](#i5d644d9aa0a644c59f554d2d4da2b57d_55)] [added: Factors](#i3b6c65a2d10a4551a171c7012187677a_58)] | | | | | | [removed: [17](#i5d644d9aa0a644c59f554d2d4da2b57d_55)] [added: [17](#i3b6c65a2d10a4551a171c7012187677a_58)] | | |

| [Item [removed: 1B.](#i5d644d9aa0a644c59f554d2d4da2b57d_58)] [added: 1B.](#i3b6c65a2d10a4551a171c7012187677a_82)] | | | | | | [Unresolved Staff [removed: Comments](#i5d644d9aa0a644c59f554d2d4da2b57d_58)] [added: Comments](#i3b6c65a2d10a4551a171c7012187677a_82)] | | | | | | [removed: [47](#i5d644d9aa0a644c59f554d2d4da2b57d_58)] [added: [51](#i3b6c65a2d10a4551a171c7012187677a_82)] | | |

| [Item [removed: 1C.](#i5d644d9aa0a644c59f554d2d4da2b57d_61)] [added: 1C.](#i3b6c65a2d10a4551a171c7012187677a_85)] | | | | | | [removed: [Cybersecurity](#i5d644d9aa0a644c59f554d2d4da2b57d_61)] [added: [Cybersecurity](#i3b6c65a2d10a4551a171c7012187677a_85)] | | | | | | [removed: [47](#i5d644d9aa0a644c59f554d2d4da2b57d_61)] [added: [52](#i3b6c65a2d10a4551a171c7012187677a_85)] | | |

| [Item [removed: 2.](#i5d644d9aa0a644c59f554d2d4da2b57d_64)] [added: 2.](#i3b6c65a2d10a4551a171c7012187677a_88)] | | | | | | [removed: [Properties](#i5d644d9aa0a644c59f554d2d4da2b57d_64)] [added: [Properties](#i3b6c65a2d10a4551a171c7012187677a_88)] | | | | | | [removed: [49](#i5d644d9aa0a644c59f554d2d4da2b57d_64)] [added: [53](#i3b6c65a2d10a4551a171c7012187677a_88)] | | |

| [Item [removed: 3.](#i5d644d9aa0a644c59f554d2d4da2b57d_67)] [added: 3.](#i3b6c65a2d10a4551a171c7012187677a_91)] | | | | | | [Legal [removed: Proceedings](#i5d644d9aa0a644c59f554d2d4da2b57d_67)] [added: Proceedings](#i3b6c65a2d10a4551a171c7012187677a_91)] | | | | | | [removed: [49](#i5d644d9aa0a644c59f554d2d4da2b57d_67)] [added: [54](#i3b6c65a2d10a4551a171c7012187677a_91)] | | |

| [Item [removed: 4.](#i5d644d9aa0a644c59f554d2d4da2b57d_70)] [added: 4.](#i3b6c65a2d10a4551a171c7012187677a_94)] | | | | | | [Mine Safety [removed: Disclosures](#i5d644d9aa0a644c59f554d2d4da2b57d_70)] [added: Disclosures](#i3b6c65a2d10a4551a171c7012187677a_94)] | | | | | | [removed: [49](#i5d644d9aa0a644c59f554d2d4da2b57d_70)] [added: [54](#i3b6c65a2d10a4551a171c7012187677a_94)] | | |

| [Item [removed: 5.](#i5d644d9aa0a644c59f554d2d4da2b57d_76)] [added: 5.](#i3b6c65a2d10a4551a171c7012187677a_103)] | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5d644d9aa0a644c59f554d2d4da2b57d_76)] [added: Securities](#i3b6c65a2d10a4551a171c7012187677a_103)] | | | | | | [removed: [50](#i5d644d9aa0a644c59f554d2d4da2b57d_76)] [added: [55](#i3b6c65a2d10a4551a171c7012187677a_103)] | | |

| [Item [removed: 6.](#i5d644d9aa0a644c59f554d2d4da2b57d_82)] [added: 6.](#i3b6c65a2d10a4551a171c7012187677a_106)] | | | | | | [removed: [\[Reserved\]](#i5d644d9aa0a644c59f554d2d4da2b57d_82)] [added: [\[Reserved\]](#i3b6c65a2d10a4551a171c7012187677a_106)] | | | | | | [removed: [52](#i5d644d9aa0a644c59f554d2d4da2b57d_82)] [added: [57](#i3b6c65a2d10a4551a171c7012187677a_106)] | | |

| [Item [removed: 7.](#i5d644d9aa0a644c59f554d2d4da2b57d_85)] [added: 7.](#i3b6c65a2d10a4551a171c7012187677a_109)] | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5d644d9aa0a644c59f554d2d4da2b57d_85)] [added: Operations](#i3b6c65a2d10a4551a171c7012187677a_109)] | | | | | | [removed: [52](#i5d644d9aa0a644c59f554d2d4da2b57d_85)] [added: [58](#i3b6c65a2d10a4551a171c7012187677a_109)] | | |

| [Item [removed: 7A.](#i5d644d9aa0a644c59f554d2d4da2b57d_118)] [added: 7A.](#i3b6c65a2d10a4551a171c7012187677a_136)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5d644d9aa0a644c59f554d2d4da2b57d_118)] [added: Risk](#i3b6c65a2d10a4551a171c7012187677a_136)] | | | | | | [removed: [68](#i5d644d9aa0a644c59f554d2d4da2b57d_118)] [added: [73](#i3b6c65a2d10a4551a171c7012187677a_136)] | | |

| [Item [removed: 8.](#i5d644d9aa0a644c59f554d2d4da2b57d_121)] [added: 8.](#i3b6c65a2d10a4551a171c7012187677a_139)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i5d644d9aa0a644c59f554d2d4da2b57d_121)] [added: Data](#i3b6c65a2d10a4551a171c7012187677a_139)] | | | | | | [removed: [70](#i5d644d9aa0a644c59f554d2d4da2b57d_121)] [added: [76](#i3b6c65a2d10a4551a171c7012187677a_139)] | | |

| [Item [removed: 9.](#i5d644d9aa0a644c59f554d2d4da2b57d_235)] [added: 9.](#i3b6c65a2d10a4551a171c7012187677a_343)] | | | | | | [Changes in and [removed: Disagreements](#i5d644d9aa0a644c59f554d2d4da2b57d_235) [w](#i5d644d9aa0a644c59f554d2d4da2b57d_235)[ith] [added: Disagreements with] Accountants on Accounting and Financial [removed: Disclosure](#i5d644d9aa0a644c59f554d2d4da2b57d_235)] [added: Disclosure](#i3b6c65a2d10a4551a171c7012187677a_343)] | | | | | | [removed: [132](#i5d644d9aa0a644c59f554d2d4da2b57d_235)] [added: [143](#i3b6c65a2d10a4551a171c7012187677a_343)] | | |

| [Item [removed: 9A.](#i5d644d9aa0a644c59f554d2d4da2b57d_238)] [added: 9A.](#i3b6c65a2d10a4551a171c7012187677a_346)] | | | | | | [Controls and [removed: Procedures](#i5d644d9aa0a644c59f554d2d4da2b57d_238)] [added: Procedures](#i3b6c65a2d10a4551a171c7012187677a_346)] | | | | | | [removed: [132](#i5d644d9aa0a644c59f554d2d4da2b57d_238)] [added: [143](#i3b6c65a2d10a4551a171c7012187677a_346)] | | |

| [Item [removed: 9B.](#i5d644d9aa0a644c59f554d2d4da2b57d_241)] [added: 9B.](#i3b6c65a2d10a4551a171c7012187677a_349)] | | | | | | [Other [removed: Information](#i5d644d9aa0a644c59f554d2d4da2b57d_241)] [added: Information](#i3b6c65a2d10a4551a171c7012187677a_349)] | | | | | | [removed: [133](#i5d644d9aa0a644c59f554d2d4da2b57d_241)] [added: [144](#i3b6c65a2d10a4551a171c7012187677a_349)] | | |

or

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 1 Kenvue Way Summit, New Jersey | | | | | | 07901 | | |

Securities registered pursuant to Section 12(g) of the Act: None

| | | | | | | [Competition](#i3b6c65a2d10a4551a171c7012187677a_34) | | | | | | [8](#i3b6c65a2d10a4551a171c7012187677a_34) | | |

| | | | | | | [Seasonality](#i3b6c65a2d10a4551a171c7012187677a_52) | | | | | | [16](#i3b6c65a2d10a4551a171c7012187677a_52) | | |

| | | | | | | [Part II](#i3b6c65a2d10a4551a171c7012187677a_100) | | | | | | | | |

| | | | | | | [Part III](#i3b6c65a2d10a4551a171c7012187677a_355) | | | | | | | | |

| | | | | | | [Part IV](#i3b6c65a2d10a4551a171c7012187677a_373) | | | | | | | | |

| | | | | | | [Signatures](#i3b6c65a2d10a4551a171c7012187677a_382) | | | | | | [151](#i3b6c65a2d10a4551a171c7012187677a_382) | | |

The forward-looking statements in this report, other than the statements regarding the Proposed Transaction with Kimberly-Clark, do not assume the consummation of the Proposed Transaction unless specifically stated otherwise.

- Our ability to complete the Proposed Transaction and uncertainties related to the Proposed Transaction generally, including, among others, those related to the ability of the combined company (as defined in Part I, Item 1, “Business—Company Overview—Proposed Transaction with Kimberly-Clark”) to identify and realize any benefits that the Proposed Transaction may offer, consideration our shareholders may receive, the ability of our shareholders to influence the future combined company, the possibility of future litigation related to the Proposed Transaction, and the receipt of regulatory approvals and satisfaction of other customary closing conditions necessary for the Proposed Transaction to be consummated.

or

199 Grandview Road

Skillman, New Jersey 08558

| | | | | | | | | | | | | No. | | |

| | | | | | | [Competition](#i5d644d9aa0a644c59f554d2d4da2b57d_34) | | | | | | [8](#i5d644d9aa0a644c59f554d2d4da2b57d_34) | | |

| | | | | | | [Seasonality](#i5d644d9aa0a644c59f554d2d4da2b57d_49) | | | | | | [15](#i5d644d9aa0a644c59f554d2d4da2b57d_49) | | |

| | | | | | | [Part II.](#i5d644d9aa0a644c59f554d2d4da2b57d_73) | | | | | | | | |

| | | | | | | [Part III.](#i5d644d9aa0a644c59f554d2d4da2b57d_247) | | | | | | | | |

| | | | | | | [Part IV.](#i5d644d9aa0a644c59f554d2d4da2b57d_265) | | | | | | | | |

| | | | | | | [Signatures](#i5d644d9aa0a644c59f554d2d4da2b57d_274) | | | | | | [140](#i5d644d9aa0a644c59f554d2d4da2b57d_274) | | |

- Legal proceedings related to talc or talc-containing products, such as Johnson’s® Baby Powder, sold outside the United States and Canada, and other risks and uncertainties related to talc or talc-containing products, including the ability of our former parent Johnson & Johnson (“J&J”) to fully satisfy its obligation to indemnify us in the United States and Canada for the Talc-Related Liabilities (as defined in Note 17, “Commitments and Contingencies,” to the Consolidated Financial Statements included herein);

We maintain a formal cybersecurity training program, including annual [removed: trainings] [added: training] for all Kenvuers, covering, among other topics, phishing, email security, and data privacy.

The underlying controls of the cybersecurity risk management program are based on [added: recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology Cybersecurity Framework.]

We rely heavily on our supply chain to deliver our products to our customers and consumers, and a cybersecurity incident at a supplier or partner could materially [removed: adversely] impact us.

Risks from cybersecurity threats did not materially affect our results of operations or financial condition during the fiscal twelve months ended December [removed: 29, 2024.][added: 28, 2025.]

[added: The other members of the cybersecurity organization have decades of experience] selecting, deploying, and operating cybersecurity technologies, initiatives, and processes around the world, and rely on threat intelligence as well as other information obtained from governmental, public, or private sources, including external consultants.

Finally, in 2025 we matured our cybersecurity risk governance through the addition of an artificial intelligence governance program to pay particular attention to the evolving risks associated with these emerging technologies.

This governance program enables oversight by our cybersecurity, privacy, legal, and data organizations to facilitate compliant and safe leverage of the competitive benefits of artificial intelligence.

recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology Cybersecurity Framework.

The other members of the cybersecurity organization have decades of experience

As of December [removed: 29, 2024,] [added: 28, 2025,] we own, lease, or otherwise have rights to use approximately [removed: 133] [added: 120] sites, consisting of approximately [removed: 35] [added: 33] sites that we own and approximately [removed: 98] [added: 87] sites that we lease or otherwise have rights to use.

We have approximately [removed: 12] [added: 11] sites located in [removed: 10] [added: nine] different states of the United States.

In addition, we have approximately [removed: 121] [added: 109] sites located in 58 other countries and territories around the world, including in EMEA, APAC, LATAM, and other areas of North America.

On February 21, 2024, we listed our [removed: interim] [added: former] corporate headquarters in Skillman, New [removed: Jersey] [added: Jersey,] for sale.

In March 2025, we began operating out of the new global and North America corporate headquarters.

During the fiscal three months ended December 28, 2025, we completed the sale of the Skillman, New Jersey, facility.

We expect to officially open our new global and North America corporate headquarters in March 2025.

When construction is completed, the campus will encompass approximately 290,000 square feet.

The Global and North America Headquarters Lease collectively includes the lease associated with the global and North America corporate headquarters building (the “Corporate Office Lease”), the lease associated with the land where the research and development building is under construction (the “State-of-the-Art Lab Facility Lease”), and the lease associated with land to be used for amenities (the “Amenities Lease”).

PART [removed: II.][added: II]

There were no sales of equity securities by the Company during the fiscal twelve months ended December [removed: 29, 2024.][added: 28, 2025.]

Our common stock trades on the NYSE under the symbol “KVUE.” As of February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 1,911,240,720] [added: 1,916,732,090] shares of common stock outstanding, with [removed: 2,993] [added: 2,817] shareholders of record.

A summary of cash dividends per share on the outstanding Kenvue common stock declared to shareholders by our Board and paid during the fiscal twelve months ended December [removed: 29, 2024] [added: 28, 2025] is presented below:

On January [removed: 16, 2025,] [added: 28, 2026,] we announced that our Board declared a [removed: cash] dividend of [removed: $0.205] [added: $0.2075] per share on our common stock.

The dividend is payable on February [removed: 26, 2025] [added: 25, 2026] to shareholders of record as of the close of business on February [removed: 12, 2025.][added: 11, 2026.]

For information relating to securities authorized for issuance under equity compensation plans, see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters,” of this Annual Report on Form 10-K.][added: Matters.”]

The following graph compares cumulative total shareholder return on our common stock against [added: cumulative total return on] the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P’s Consumer Staples Stock Index from May 4, 2023 (the first day our common stock began trading on the NYSE) through December [removed: 29, 2024.][added: 28, 2025.]

[removed: ][added: ]

| Company/Stock Index | | | | | | May 4, 2023 | | | | | | [removed: July 2,] [added: December 31,] 2023 | | | | | | [removed: October 1, 2023] [added: December 29, 2024] | | | | | | December [removed: 31, 2023] [added: 28, 2025] | | |

| Kenvue Inc. | | | | | | $ | 100.00 | | | | | $ | [removed: 98.22] [added: 81.61] | | | | | $ | [removed: 75.36] [added: 84.79] | | | | | $ | [removed: 81.61] [added: 70.42] | |

| S&P 500 Stock Index | | | | | | $ | 100.00 | | | | | $ | [removed: 109.58] [added: 118.74] | | | | | $ | [removed: 105.59] [added: 150.69] | | | | | $ | [removed: 117.45] [added: 177.13] | |

| S&P 500 Consumer Staples Stock Index | | | | | | $ | 100.00 | | | | | $ | [removed: 97.76] [added: 97.45] | | | | | $ | [removed: 91.30] [added: 113.13] | | | | | $ | [removed: 95.69] [added: 117.05] | |

The following table represents our purchases of common stock during the fiscal three months ended December [removed: 29, 2024:][added: 28, 2025:]

| Period | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Common Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Program] [added: Programs] | | | | | | Approximate Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | | |

| Total number of shares purchased | | | | | | [removed: 5,158] [added: —] | | | | | | | | | | | | | | | | | | | | |

| January 16, 2025 | | | | | | February 12, 2025 | | | | | | February 26, 2025 | | | | | | $0.205 | | |

| April 16, 2025 | | | | | | May 14, 2025 | | | | | | May 28, 2025 | | | | | | $0.205 | | |

| July 30, 2025 | | | | | | August 13, 2025 | | | | | | August 27, 2025 | | | | | | $0.2075 | | |

| October 29, 2025 | | | | | | November 12, 2025 | | | | | | November 26, 2025 | | | | | | $0.2075 | | |

On November 2, 2025, we entered into the Merger Agreement pursuant to which K-C will acquire all of the outstanding shares of the Company for a combination of stock and cash in a series of transactions, as described in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark,” to the Consolidated Financial Statements included herein.

In accordance with the terms of the Merger Agreement, and subject to the exceptions therein, we are not permitted to repurchase, redeem, or otherwise acquire any of our equity interests without the prior written consent of K-C.

No shares have been repurchased subsequent to the execution of the Merger Agreement.

| September 29, 2025 – October 26, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 6,613 | | |

| October 27, 2025 – November 23, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 6,613 | | |

| November 24, 2025 – December 28, 2025 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 6,613 | | |

| January 25, 2024 | | | | | | February 14, 2024 | | | | | | February 28, 2024 | | | | | | $0.20 | | |

| April 25, 2024 | | | | | | May 8, 2024 | | | | | | May 22, 2024 | | | | | | $0.20 | | |

| July 25, 2024 | | | | | | August 14, 2024 | | | | | | August 28, 2024 | | | | | | $0.205 | | |

| October 17, 2024 | | | | | | November 13, 2024 | | | | | | November 27, 2024 | | | | | | $0.205 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Company/Stock Index | | | | | | March 31, 2024 | | | | | | June 30, 2024 | | | | | | September 29, 2024 | | | | | | December 29, 2024 | | |

| Kenvue Inc. | | | | | | $ | 82.19 | | | | | $ | 70.33 | | | | | $ | 90.83 | | | | | $ | 84.79 | |

| S&P 500 Stock Index | | | | | | $ | 129.38 | | | | | $ | 134.45 | | | | | $ | 141.29 | | | | | $ | 147.02 | |

| S&P 500 Consumer Staples Stock Index | | | | | | $ | 102.21 | | | | | $ | 102.92 | | | | | $ | 111.34 | | | | | $ | 108.32 | |

| September 30, 2024 – October 27, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 20,950 | | |

| October 28, 2024 – November 24, 2024 | | | | | | 2,158 | | | | | | $ | 23.68 | | | | | 2,158 | | | | | | 18,792 | | |

| November 25, 2024 – December 29, 2024 | | | | | | 3,000 | | | | | | $ | 23.04 | | | | | 3,000 | | | | | | 15,792 | | |

| [removed: Report] [added: [Report] of Independent Registered Public Accounting [removed: Firm (PCAOB] [added: Firm](#i3b6c65a2d10a4551a171c7012187677a_145) PCAOB] ID [removed: 238)] [added: 238] | | | | | | [removed: [71](#i5d644d9aa0a644c59f554d2d4da2b57d_124)] [added: [77](#i3b6c65a2d10a4551a171c7012187677a_145)] | | |

| [removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets] [added: Sheets](#i3b6c65a2d10a4551a171c7012187677a_148)] | | | | | | [removed: [73](#i5d644d9aa0a644c59f554d2d4da2b57d_127)] [added: [79](#i3b6c65a2d10a4551a171c7012187677a_148)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of [removed: Operations] [added: Operations](#i3b6c65a2d10a4551a171c7012187677a_154)] | | | | | | [removed: [74](#i5d644d9aa0a644c59f554d2d4da2b57d_133)] [added: [80](#i3b6c65a2d10a4551a171c7012187677a_154)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Comprehensive [removed: Income] [added: Income](#i3b6c65a2d10a4551a171c7012187677a_157)] | | | | | | [removed: [75](#i5d644d9aa0a644c59f554d2d4da2b57d_136)] [added: [81](#i3b6c65a2d10a4551a171c7012187677a_157)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements [removed: of Stockholders' Equity] [added: of](#i3b6c65a2d10a4551a171c7012187677a_160) [Stockholders’](#i3b6c65a2d10a4551a171c7012187677a_160) [Equity](#i3b6c65a2d10a4551a171c7012187677a_160)] | | | | | | [removed: [76](#i5d644d9aa0a644c59f554d2d4da2b57d_139)] [added: [82](#i3b6c65a2d10a4551a171c7012187677a_160)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Cash [removed: Flows] [added: Flows](#i3b6c65a2d10a4551a171c7012187677a_163)] | | | | | | [removed: [77](#i5d644d9aa0a644c59f554d2d4da2b57d_142)] [added: [83](#i3b6c65a2d10a4551a171c7012187677a_163)] | | |

| [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#i3b6c65a2d10a4551a171c7012187677a_166)] | | | | | | [removed: [78](#i5d644d9aa0a644c59f554d2d4da2b57d_145)] [added: [84](#i3b6c65a2d10a4551a171c7012187677a_166)] | | |

We have audited the accompanying consolidated balance sheets of Kenvue Inc. and its subsidiaries (the “Company”) as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three fiscal years in the period ended December [removed: 29, 2024,] [added: 28, 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of December [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] and the results of its operations and its cash flows for each of the three fiscal years in the period ended December [removed: 29, 2024] [added: 28, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As described in Notes 1 and 18 to the consolidated financial statements, the Company’s net sales were [removed: $15.5] [added: $15.1] billion for the fiscal year ended December [removed: 29, 2024,] [added: 28, 2025,] of which, [removed: $6.7] [added: $6.5] billion is related to U.S. net sales.

| | | | | | | [added: | | | | | | | | | | | |] December [added: 28, 2025 | | | | | | December] 29, 2024 | | | | | | December 31, 2023 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 1,070] [added: 1,062] | | | | | $ | [removed: 1,382] [added: 1,070] | |

| Trade receivables, less allowances for credit losses ($26 [removed: and $25] as of [added: both] December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023, respectively)] [added: 29, 2024)] | | | | | | [removed: 2,165] [added: 2,382] | | | | | | [removed: 2,073] [added: 2,165] | | |

| Inventories | | | | | | [removed: 1,591] [added: 1,666] | | | | | | [removed: 1,851] [added: 1,591] | | |

| Prepaid expenses and other receivables | | | | | | [removed: 494] [added: 432] | | | | | | [removed: 567] [added: 494] | | |

| Other current assets | | | | | | [removed: 205] [added: 155] | | | | | | [removed: 265] [added: 205] | | |

| Total current assets | | | | | | [removed: 5,525] [added: 5,697] | | | | | | [removed: 6,138] [added: 5,525] | | |

| Property, plant, and equipment, net | | | | | | [removed: 1,849] [added: 2,212] | | | | | | [removed: 2,042] [added: 1,849] | | |

| Intangible assets, net | | | | | | [removed: 8,474] [added: 8,694] | | | | | | [removed: 9,619] [added: 8,474] | | |

| Goodwill | | | | | | [removed: 8,843] [added: 9,509] | | | | | | [removed: 9,271] [added: 8,843] | | |

| Deferred taxes on income | | | | | | [removed: 184] [added: 237] | | | | | | [removed: 158] [added: 184] | | |

| Other assets | | | | | | [removed: 726] [added: 727] | | | | | | [removed: 623] [added: 726] | | |

| Total Assets | | | | | | [removed: 25,601] [added: $] | [added: 27,076] | | | | | [removed: 27,851] [added: $] | [added: 25,601] | |

| Loans and notes payable | | | | | | [removed: 1,552] [added: $] | [added: 1,453] | | | | | [removed: 599] [added: $] | [added: 1,552] | |

| Accounts payable | | | | | | [removed: 2,254] [added: 2,473] | | | | | | [removed: 2,489] [added: 2,254] | | |

| Accrued liabilities | | | | | | [removed: 1,132] [added: 1,159] | | | | | | [removed: 1,456] [added: 1,132] | | |

| Accrued rebates, returns, and promotions | | | | | | [removed: 727] [added: 755] | | | | | | [removed: 795] [added: 727] | | |

| Accrued taxes on income | | | | | | [removed: 74] [added: 105] | | | | | | [removed: 142] [added: 74] | | |

| Total current liabilities | | | | | | [removed: 5,739] [added: 5,945] | | | | | | [removed: 5,481] [added: 5,739] | | |

| Long-term debt | | | | | | [removed: 7,055] [added: 7,071] | | | | | | [removed: 7,687] [added: 7,055] | | |

| Deferred taxes on income | | | | | | [removed: 2,261] [added: 2,354] | | | | | | [removed: 2,621] [added: 2,261] | | |

| Employee-related obligations | | | | | | [removed: 342] [added: 340] | | | | | | [removed: 360] [added: 342] | | |

| Other liabilities | | | | | | [removed: 536] [added: 601] | | | | | | [removed: 491] [added: 536] | | |

| Total liabilities | | | | | | [removed: 15,933] [added: 16,311] | | | | | | [removed: 16,640] [added: 15,933] | | |

| Preferred stock, $0.01 par value, 750,000 shares authorized; no shares issued and outstanding as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023] [added: 29, 2024] | | | | | | — | | | | | | — | | |

| Common stock, $0.01 par value, 12,500,000 shares authorized; [removed: 1,924,977] [added: 1,936,502] and [removed: 1,913,768] [added: 1,916,115] shares issued and outstanding as of December [removed: 29, 2024,] [added: 28, 2025,] respectively; [removed: 1,915,407] [added: 1,924,977] and [removed: 1,915,057] [added: 1,913,768] shares issued and outstanding as of December [removed: 31, 2023,] [added: 29, 2024,] respectively | | | | | | 19 | | | | | | 19 | | |

| Additional paid-in capital | | | | | | [removed: 16,130] [added: 16,348] | | | | | | [removed: 16,147] [added: 16,130] | | |

| Treasury stock, [removed: 11,208] [added: 20,387] and [removed: 350] [added: 11,208] shares at cost as of December [removed: 29, 2024] [added: 28, 2025] and December [removed: 31, 2023,] [added: 29, 2024,] respectively | | | | | | [removed: (242)] [added: (439)] | | | | | | [removed: (7)] [added: (242)] | | |

February 20, 2026

| Accumulated deficit | | | | | | (204) | | | | | | (93) | | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,187 | | | | | | 1,187 | | |

| Cash dividends on common stock ($0.825 per share) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,581) | | | | | | — | | | | | | — | | | | | | (1,581) | | |

| Issuance of common stock under the Kenvue 2023 Plan, net | | | | | | 11,526 | | | | | | — | | | | | | 82 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 82 | | |

| Purchase of treasury stock | | | | | | (9,179) | | | | | | — | | | | | | — | | | | | | 9,179 | | | | | | (197) | | | | | | — | | | | | | — | | | | | | — | | | | | | (197) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 28, 2025 | | | | | | 1,916,115 | | | | | | $ | 19 | | | | | $ | 16,348 | | | | | 20,387 | | | | | | $ | (439) | | | | | $ | (204) | | | | | $ | — | | | | | $ | (4,959) | | | | | $ | 10,765 | |

| Net income | | | | | | | | | | | | | | | | | | $ | 1,470 | | | | | | | | | | | $ | 1,030 | | | | | $ | 1,664 | |

| Repayment of Senior Notes | | | | | | | | | | | | | | | | | | (750) | | | | | | | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(2) See Note 14, “Income Taxes” for additional information on net cash paid for income taxes for the fiscal twelve months ended December 28, 2025 in accordance with ASU 2023-09 (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Recently Adopted Accounting Standards”).

On August 23, 2023, J&J completed the Exchange Offer, completing the Separation and Kenvue’s transition to being a fully independent company.

Proposed Transaction with Kimberly-Clark

On November 2, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kimberly-Clark Corporation, a Delaware corporation (“K-C” or, with reference to the post-closing period, the “combined company”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C (“First Merger Sub”), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (“Second Merger Sub”).

Pursuant to the Merger Agreement, among other things, 1) First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving as a direct wholly owned subsidiary of K-C (the “Initial Surviving Company”) (the time the First Merger becomes effective being the “First Effective Time”), and 2) immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Initial Surviving Company will merge with and into Second Merger Sub (collectively, the “Proposed Transaction”), with the Second Merger Sub surviving as a direct wholly owned subsidiary of K-C.

At the First Effective Time, pursuant to the terms and subject to the conditions of the Merger Agreement, each share of Company common stock issued and outstanding immediately prior to the First Effective Time (other than shares of Company common stock that (x) are owned by K-C or the Company or any wholly owned subsidiary of K-C or the Company (or are held in treasury by the Company) or (y) are held by any Company shareholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive 1) 0.14625 shares of K-C common stock, par value $1.25 per share (the “K-C Common Stock” and the shares of K-C Common Stock to be issued in connection with the First Merger, the “Stock Consideration”), plus 2) $3.50 in cash (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”).

Upon completion of the Proposed Transaction, current Company shareholders are expected to own approximately 46% and current K-C shareholders are expected to own approximately 54% of the combined company on a fully diluted basis.

K-C has agreed to take all necessary actions to cause, effective as of the First Effective Time, the K-C board of directors to consist of

three Company designees, with the remainder consisting of existing members of the K-C board of directors as of immediately prior to the First Effective Time.

On January 29, 2026, Company shareholders approved the adoption of the Merger Agreement and K-C’s shareholders approved the issuance of K-C common stock in connection with the Proposed Transaction, in each case at a special meeting of shareholders held for that purpose.

Additionally, the waiting period applicable to the Proposed Transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on February 4, 2026.

The Proposed Transaction remains subject to the satisfaction or waiver of other customary closing conditions, including the receipt of a number of foreign regulatory approvals.

*Correction of Immaterial Prior Period Misstatements*

During the fiscal twelve months ended December 28, 2025, the Company identified an immaterial misstatement in its previously issued financial statements related to the amounts disclosed for Advertising expenses, which were understated due to inconsistent classification of certain retail media spend within Selling, general, and administrative expenses in the Consolidated Statements of Operations.

The Advertising expenses disclosures for the fiscal twelve months ended December 29, 2024 and December 31, 2023 were adjusted to correct understatements of $234 million and $228 million, respectively.

The Company concluded that these disclosure-only adjustments were not material to the Consolidated Financial Statements for the prior periods and had no effect on the Company’s financial position, results of operations, or cash flows.

The amount disclosed for the fiscal twelve months ended December 28, 2025 also includes certain retail media spend that has been included in the adjusted amounts disclosed for the fiscal twelve months ended December 29, 2024 and December 31, 2023; refer to “*—*Advertising.”

During the fiscal twelve months ended December 28, 2025, the Company also identified an immaterial misstatement in its previously issued financial statements related to amounts disclosed for foreign currency exchange gains and losses on transactions occurring in a currency other than an operation’s functional currency.

The misstatement overstated the loss disclosed by $19 million for the fiscal twelve months ended December 29, 2024.

The disclosure for this period was adjusted to correct the overstatement.

The Company concluded that this disclosure-only adjustment was not material to the Consolidated Financial Statements for the prior period and had no effect on the Company’s financial position, results of operations, or cash flow; refer to “*—*Foreign Currency.”

determined were specifically or primarily identifiable to the Company, as well as direct and indirect costs that were attributable to the operations of the Company.

If

| Total impairment charges | | | | | | | | | | | | | | | | | | $ | 23 | | | | | $ | 578 | | | | | | | |

As a result of the interim impairment test, the Company concluded that the carrying value of long-lived assets of the asset group, consisting primarily of intangible assets, including trademarks

During the fiscal three months ended December 28, 2025, the Company completed the sale of the Skillman, New Jersey, facility and recognized a gain of $17 million, which was recorded in Other operating (income) expense, net in the Consolidated Statement of Operations.

Changes in the fair value of derivatives designated as net investment hedges are recorded

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 24, 2025

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (Accumulated deficit) Retained earnings | | | | | | (93) | | | | | | 429 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, January 2, 2022 | | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 24,974 | | | | | $ | (4,483) | | | | | $ | 20,491 | |

| Proceeds from (payments of) loans and notes payables | | | | | | 2 | | | | | | (14) | | | | | | 14 | | |

| Net transfers to J&J | | | | | | — | | | | | | (274) | | | | | | (1,597) | | |

Prior to the Kenvue IPO (as defined below), the Company primarily represented J&J’s Consumer Health Business.

The Company also included certain other product lines previously reported in another segment of J&J.

On May 8, 2023, the Kenvue IPO was completed through the sale of 198,734,444 shares of common stock, par value $0.01 per share, including the underwriters’ full exercise of their option to purchase 25,921,884 shares to cover over-allotments, at an initial public offering price of $22 per share for net proceeds of $4.2 billion after deducting underwriting discounts and commissions of $131 million.

On May 8, 2023, in conjunction with the Consumer Health Business Transfer, the Company distributed $13.8 billion to J&J from 1) the net proceeds received from the sale of the common stock in the Kenvue IPO, 2) the net proceeds received from the Debt Financing Transactions as defined in Note 5, “Borrowings—Commercial Paper Program,” and 3) any cash and cash equivalents in excess of the $1.17 billion retained by the Company immediately following the Kenvue IPO.

As of the closing of the Kenvue IPO, J&J owned 1,716,160,000 shares of Kenvue common stock, or approximately 89.6% of the total outstanding shares of Kenvue common stock.

On August 23, 2023, J&J completed the Exchange Offer through which J&J accepted an aggregate of 190,955,435 shares of J&J common stock in exchange for 1,533,830,450 shares of Kenvue common stock, representing approximately 80.1% of Kenvue’s outstanding common stock as of August 23, 2023.

As a result, Kenvue became a fully independent company, and as of the completion of the Exchange Offer, J&J owned approximately 9.5% of the outstanding shares of Kenvue common stock.

($65 million net of tax) related to certain cloud computing arrangements described below.

on the first day of the fiscal fourth quarter, or more frequently if events or changes in circumstances between annual tests indicate that goodwill may be impaired.

the selection of royalty rates, and a discount rate.

See Note 8, “Leases,” for more information.

The Separation-related costs are included in Cost of sales and Selling, general, and administrative expenses in the Consolidated Statements of Operations.

reporting period for revenue and expense accounts.

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-07—*Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (“ASU 2023-07”).

ASU 2023-07 scopes in entities with a single reportable segment and requires those entities to provide all disclosures required in Topic 280.

Among other various new disclosures, ASU 2023-07 additionally requires that current annual disclosures about a reportable segment’s profit or loss and assets also be provided in interim periods.

Enhanced reporting requirements for all entities include disclosure of 1) significant segment expenses, 2) the title and position of the chief operating decision maker (the “CODM”), and 3) how the CODM uses disclosed measure(s) of a segment’s profit or loss in assessing segment performance and allocating resources.

Companies are required to apply the amendments retrospectively to all prior periods presented in the financial statements, and early adoption is permitted.

The adoption in the fiscal three months ended December 29, 2024 has resulted in additional disclosures, including the disclosure of significant segment expenses, within Note 18, “Segments of Business and Geographic Areas.” There was no effect on the Company’s financial position, results of operations, or cash flows.

*ASU 2022*—*04: Liabilities*—*Supplier Finance Programs (Subtopic 405-50)–Disclosure of Supplier Finance Program Obligations*

In September 2022, the FASB issued ASU 2022-04—*Liabilities*—*Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations* (“ASU 2022-04”).

ASU 2022-04 requires that a buyer in a supplier finance program disclose sufficient information about the program for financial statement users.

This amendment requires entities to present rollforward information in each annual reporting period, which is effective for fiscal years beginning after December 15, 2023.

The adoption in the fiscal three months ended December 29, 2024 has resulted in additional disclosures for rollforward information of the Company’s outstanding obligations confirmed as valid under its supplier finance program for the fiscal twelve months ended December 29, 2024.

Refer to “—Supplier Finance Program” above for additional information.

*ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures*

The amendments are applicable on a prospective basis, although retrospective basis is also permitted.

See “—Property, Plant, and Equipment” above for information related to cloud computing arrangements for the fiscal twelve months ended December 31, 2023.

The Company recognized an intangible asset impairment of $12 million related to certain definite-lived trademarks deemed as irrecoverable in the Impairment charges line item in the Consolidated Statement of Operations for the fiscal twelve months

As of December [removed: 29, 2024,] [added: 28, 2025,] the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act.

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December [removed: 29, 2024,] [added: 28, 2025,] the end of the period covered by this Annual Report on Form 10-K, the Company’s disclosure controls and procedures were effective.

As of December [removed: 29, 2024,] [added: 28, 2025,] the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that, as of December [removed: 29, 2024,] [added: 28, 2025,] the end of the period covered by this Annual Report on Form 10-K, the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of December [removed: 29, 2024] [added: 28, 2025] and issued an unqualified opinion thereon as stated in their report, which appears under Part II, Item 8, “Financial Statements and Supplementary [removed: Data.”][added: Data—Report of Independent Registered Public Accounting Firm.”]

During the fiscal three months ended December [removed: 29, 2024,] [added: 28, 2025,] there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the fiscal three months ended December [removed: 29, 2024,] [added: 28, 2025,] none of the Company’s directors or officers (as defined in Rule 16a1(f) under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities intended to satisfy the conditions of the affirmative defense provided by Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Entry into a Material Definitive Agreement

As detailed in Note 5, “Borrowings—Revolving Credit Facility” to the Consolidated Financial Statements included herein, on March 6, 2023, the Company entered into a credit agreement providing for a five-year senior unsecured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $4.0 billion available to be drawn in U.S. dollars and Euros.

On January 30, 2025, the Company requested an extension of the maturity date of its Revolving Credit Facility from March 6, 2028 to March 6, 2029, and on February 21, 2025, such extension became effective with respect to all lenders under the Revolving Credit Facility, each of which accepted such request.

The terms of the Revolving Credit Facility otherwise

remain unchanged.

The foregoing summary is qualified by reference to the copy of the Revolving Credit Facility and the copy of the Form of Notice of Extension attached as Exhibits 10.15 and 10.16, respectively, to this Annual Report on Form 10-K.

PART III

PART III.

Additional information required by this Item will be included in the Company’s definitive proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the SEC within 120 days of the end of the Company’s fiscal year ended December [removed: 29, 2024] [added: 28, 2025] (the [removed: “2025] [added: “2026] Proxy Statement”) and is incorporated herein by reference.

The information required by this Item will be included in the Company’s [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item and not otherwise presented below will be included in the Company’s [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The following table provides certain information with respect to the Company’s equity compensation plans in effect as of December [removed: 29, 2024:][added: 28, 2025:]

(1) Consists of all equity-based awards outstanding under the Kenvue 2023 Plan (as defined in Note 11, “Stock-Based Compensation,” to the Consolidated Financial Statements included herein), which was the only equity compensation plan under which equity-based awards were outstanding as of December [removed: 29, 2024.][added: 28, 2025.]

| Equity compensation plans approved by security holders(1) | | | | | | 75,959,414 | | | | | | $ | 20.85 | | | | | 149,494,068 | | |

| Total | | | | | | 75,959,414 | | | | | | $ | — | | | | | 149,494,068 | | |

| Equity compensation plans approved by security holders(1) | | | | | | 83,192,910 | | | | | | $ | 20.42 | | | | | 158,500,599 | | |

| Total | | | | | | 83,192,910 | | | | | | $ | 20.42 | | | | | 158,500,599 | | |

The information required by this Item will be included in the Company’s [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the Company’s [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

PART [removed: IV.][added: IV]

The financial statements required by this item are listed in [added: Part II,] Item 8, “Financial Statements and Supplementary Data.”

All financial statement schedules have been omitted because they are not applicable, not [removed: required] [added: required,] or the information required is shown in the financial statements or the notes thereto.

| 3.2 | | | | | | [Amended and Restated Bylaws of Kenvue Inc., effective as of May 3, 2023, filed as Exhibit 3.2 to the Current Report on Form 8-K filed by Kenvue Inc. with the](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit32-8xk.htm) [removed: [SEC](http://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit31-8xk.htm)] [added: [SEC](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit32-8xk.htm)] [on May 8, 2023 and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit32-8xk.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit32-8xk.htm)] | | |

| [removed: 4.3] [added: 4.4] | | | | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit44-descriptionofsec.htm) [](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit44-descriptionofsec.htm)[filed] [added: Securities filed] as Exhibit 4.4 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc. with the SEC on March 1, 2024, and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit44-descriptionofsec.htm)[](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit44-descriptionofsec.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit44-descriptionofsec.htm)] | | |

| 10.1 | | | | | | [Kenvue Inc. Executive Severance Pay Plan, dated as of August 23, 2023 filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended October 1, 2023, filed by Kenvue Inc. with the SEC on November 3, 2023 and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a101kenvueexecutiveseveran.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/0001944048/000194404823000102/a101kenvueexecutiveseveran.htm)] † | | |

| [removed: 10.2] [added: 10.3] | | | | | | [Kenvue Inc. Amended & Restated Deferred Fee Plan for Directors, dated as of September 19, 2023 filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended October 1, 2023, filed by Kenvue Inc. with the SEC on November 3, 2023 and [removed: incorporated by] [added: incorporated](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a102amendedrestateddeferre.htm) [herein](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a102amendedrestateddeferre.htm) [by] reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a102amendedrestateddeferre.htm) † | | |

| [removed: 10.3] [added: 10.4] | | | | | | [Form of Founder Global Performance Share Unit Award Agreement filed as Exhibit 10.3 to the Quarterly Report on From 10-Q for the period ended October 1, 2023, filed by Kenvue Inc. with the SEC on November 3, 2023 and [removed: incorporated by] [added: incorporated](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a103formoffounderglobalper.htm) [herein](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a103formoffounderglobalper.htm) [by] reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a103formoffounderglobalper.htm) † | | |

| [removed: 10.4] [added: 10.5] | | | | | | [Form of Founder Global Nonqualified Stock Option Award Agreement filed as Exhibit 10.4 to the Quarterly Report on From 10-Q for the period ended October 1, 2023, filed by Kenvue Inc. with the SEC on November 3, 2023 and [removed: incorporated by] [added: incorporated](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a104formoffounderglobalnon.htm) [herein](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a104formoffounderglobalnon.htm) [by] reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404823000102/a104formoffounderglobalnon.htm) † | | |

| [removed: 10.5] [added: 10.6] | | | | | | [Separation Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc. with the Commission on May 8, 2023 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit101-8xk.htm) | | |

| [removed: 10.6] [added: 10.7] | | | | | | [Tax Matters Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Kenvue Inc. with the Commission on May 8, 2023 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit102-8xk.htm) | | |

| [removed: 10.7] [added: 10.8] | | | | | | [Employee Matters Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.3 to the Current Report on Form 8-K filed by Kenvue Inc. with the Commission on May 8, 2023 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit103-8xk.htm) | | |

| [removed: 10.8] [added: 10.9] | | | | | | [Intellectual Property Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.4 to the Current Report on Form 8-K filed by Kenvue Inc. with the Commission on May 8, 2023 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit104-8xk.htm) | | |

| [removed: 10.9] [added: 10.10] | | | | | | [Trademark Phase-Out License Agreement, dated as of April 3, 2023, by and between Johnson & Johnson and Johnson & Johnson Consumer Inc., filed as Exhibit 10.5 to the Current Report on Form 8-K filed by Kenvue Inc. with the Commission on May 8, 2023 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit105-8xk.htm) | | |

| [removed: 10.10] [added: 10.11] | | | | | | [Transition Services [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1010-formoftransiti.htm) [(inclusive] [added: Agreement (inclusive] of cumulative amendments), by and between Johnson & Johnson and Kenvue [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1010-formoftransiti.htm)[,](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1010-formoftransiti.htm) [filed] [added: Inc., filed] as Exhibit 10.10 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc. with the SEC on March 1, 2024, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1010-formoftransiti.htm) | | |

| [removed: 10.11] [added: 10.12] | | | | | | [Transition Manufacturing [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit107-8xk.htm)[,] [added: Agreement,] dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.7 to the Current Report on Form 8-K filed by Kenvue Inc. with the Commission on May 8, 2023 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit107-8xk.htm) | | |

| [removed: 10.12] [added: 10.13] | | | | | | [Amendment to the Transition Manufacturing Agreement, dated as of December 26, 2024, by and between Johnson & Johnson and Kenvue [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1012-firstamendment.htm) *] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1012-firstamendment.htm)[, filed as Exhibit 10.12 to the Annual Report on Form 1](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1012-firstamendment.htm)[0-K for the period ended](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1012-firstamendment.htm) [December 2](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1012-firstamendment.htm)[9](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1012-firstamendment.htm)[, 2024, filed by Kenvue](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1012-firstamendment.htm) [Inc. with the SEC on February 24, 2025 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1012-firstamendment.htm)] | | |

| [removed: 10.13] [added: 10.25] | | | | | | [removed: [Registration Rights Agreement, dated as of May 3, 2023, by and] [added: [Offer letter] between [removed: Johnson & Johnson] [added: Amit Banati] and Kenvue [removed: Inc.,] [added: Brands LLC, dated May 5, 2025,] filed as Exhibit [removed: 10.8] [added: 10.1] to the Current Report on Form 8-K filed by Kenvue Inc. with [removed: the Commission] [added: SEC] on May 8, [removed: 2023] [added: 2025,] and incorporated herein by [removed: reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/exhibit108-8xk.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/1944048/000095015725000375/ex10-1.htm) †] | | |

| 10.16 | | | | | | [Form of Notice of Extension in respect of the Credit Agreement, dated as of March 6, 2023, by and among Kenvue Inc., the Lenders Party thereto and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1016-formofnoticeof.htm) *] [added: Agent, filed as Exhibit 10.16 to the Annual Report on Form 10-K for the period ended December 29, 2024, filed by Kenvue Inc. with the SEC on February 24, 2025 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1016-formofnoticeof.htm)] | | |

| 10.20 | | | | | | [Amendment to Addendum 2 to the Employment Agreement dated June 22, 2022 between JNTL Consumer Health I (Switzerland) GmbH and Carlton Lawson, executed October 22, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1020-amendmenttoemp.htm) *] [added: 2024](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1020-amendmenttoemp.htm)[, filed as Exhibit 10.20 to the](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1020-amendmenttoemp.htm) [Annual Report on Form 10-K for the period ended December 2](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1020-amendmenttoemp.htm)[9](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1020-amendmenttoemp.htm)[, 2024, filed by Kenvue Inc. with th](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1020-amendmenttoemp.htm)[e SEC on February 24, 2025 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit1020-amendmenttoemp.htm)] † | | |

| 10.21 | | | | | | [Form of Global Performance Share Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1019-formofglobalpe.htm)[,](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1019-formofglobalpe.htm) [filed] [added: Agreement, filed] as Exhibit 10.19 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc. with the SEC on March 1, 2024, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1019-formofglobalpe.htm) [removed: [†](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1019-formofglobalpe.htm)] [added: †] | | |

| 10.22 | | | | | | [Form of Global Nonqualified Stock Option Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit10ormofglobalnonqua.htm)[,](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit10ormofglobalnonqua.htm) [filed] [added: Agreement, filed] as Exhibit 10.20 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc. with the SEC on March 1, 2024, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit10ormofglobalnonqua.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit10ormofglobalnonqua.htm)[†](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit10ormofglobalnonqua.htm)] [added: †] | | |

| 10.23 | | | | | | [Form of Global Restricted Share Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1021-formofglobalre.htm)[,](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1021-formofglobalre.htm) [filed] [added: Agreement, filed] as Exhibit 10.21 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc. with the SEC on March 1, 2024, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1021-formofglobalre.htm) [removed: [†](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit1021-formofglobalre.htm)] [added: †] | | |

| 19 | | | | | | [Kenvue Inc. Stock Trading Policy for Directors, Executive Officers and Insiders, adopted September 18, [removed: 2024](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit19-kenvueinsidertra.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit19-kenvueinsidertra.htm)] * | | |

| 21 | | | | | | [Subsidiaries of Kenvue [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit21-kenvueincsubsidi.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit21-subsidiariesofke.htm)] * | | |

| 23 | | | | | | [Consent of the Company’s Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/exhibit23-consentofindepen.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit23-pwcconsent.htm)] * | | |

| 31.1 | | | | | | [Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/a20244qex311ceocertificati.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/a20254qex311ceocertificati.htm)] * | | |

| 31.2 | | | | | | [Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/a20244qex312cfocertificati.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/a20254qex312cfocertificati.htm)] * | | |

| 32.1 | | | | | | [Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/a20244qex321ceocertificati.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/a20254qex321ceocertificati.htm)] | | |

| 32.2 | | | | | | [Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000033/a20244qex322cfocertificati.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/a20254qex322cfocertificati.htm)] | | |

| 97 | | | | | | [Kenvue Incentive Compensation Recovery [removed: Policy](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit97-incentivecompens.htm)[,](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit97-incentivecompens.htm) [filed] [added: Policy, filed] as exhibit 97 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc. with the SEC on March 1, 2024, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404824000057/exhibit97-incentivecompens.htm) | | |

| † Indicates management contract or compensatory plan [added: or arrangement] | | | | | | | | |

(a) (1) Financial Statements

| 2.1 | | | | | | [Agreement and Plan of Merger, dated as of November 2, 2025, by and among Kenvue Inc., Kimberly-Clark Corporation, Vesta Sub I, Inc., and Vesta Sub II, LLC., filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Kenvue Inc. with the SEC on November 3, 2025, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex2-1.htm) | | |

| 4.3 | | | | | | [Second Supplemental Indenture dated May 22, 2025, between the Company and Deutsche Bank Trust Company Americas, as trustee, to the Indenture dated March 22, 2023, between the Company and Deutsche Bank Trust Company Americas, as trustee, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Kenvue Inc. with the SEC on May 22, 2025, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828025027285/exhibit41-closing8xk2025.htm) | | |

| 4.5 | | | | | | [Form of 4.850% Senior Note due 2032](https://www.sec.gov/Archives/edgar/data/1944048/000162828025027285/exhibit41-closing8xk2025.htm#i176b55f3d6c74c8b9dcc2c14d59f9d36_13)[, filed as Exhibit 4.2 to the Current Report on Form 8-K filed by Kenvue Inc. with the SEC on May 22, 2025, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000162828025027285/exhibit41-closing8xk2025.htm#i176b55f3d6c74c8b9dcc2c14d59f9d36_13) | | |

| 10.2 | | | | | | [Amended and Restated](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [Executive Severance Pay Plan](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm)[of Kenvue Inc. and U.S. Affiliated Companies](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm)[,](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [filed as Exhibit](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [10.2](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [to the](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [Current](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [Report on Form](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [8-K](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [filed by Kenvue Inc. with the SEC on November 3,](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [2025,](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) [and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-2.htm) † | | |

| 10.24 | | | | | | [Cooperation Agreement dated March 5, 2025, by and between Kenvue Inc. and the entities and natural persons listed on the signature pages attached thereto, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc. with the SEC on March 5, 2025, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000035/exhibit101-cooperationagre.htm) | | |

| 10.26 | | | | | | [Offer letter between Kirk Perry and Kenvue Brands LLC, dated July 13, 2025, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc. with the SEC on July 14, 2025, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000095015725000569/ex10-1.htm) [](https://www.sec.gov/Archives/edgar/data/1944048/000095015725000569/ex10-1.htm) † | | |

| 10.27 | | | | | | [Restricted Share Unit Award Agreement for July 31, 2025 grant to Kirk Perry under Kenvue Inc’s. Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit102-perryrsuawardag.htm)[, filed as Exhibit 10.2 to the](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit102-perryrsuawardag.htm) [Quarterly Report on Form 10-Q for the period ended September 28, 2025](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit102-perryrsuawardag.htm)[, filed](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit102-perryrsuawardag.htm) [by Kenvue Inc. with the SEC on November 3, 2025, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit102-perryrsuawardag.htm) [](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit102-perryrsuawardag.htm) † | | |

| 10.28 | | | | | | [Nonqualified Stock Option Award Agreement for July 31, 2025 grant to Kirk Perry under Kenvue Inc’s. Long-Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit103-perryoptionawar.htm)[, filed as Exhibit 10](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit103-perryoptionawar.htm)[.3 to the Quarterly Report on Form 10-Q f](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit103-perryoptionawar.htm)[or the period ended September 28, 2025, filed by Kenvue Inc. with the SEC on November 3, 2025, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000194404825000198/exhibit103-perryoptionawar.htm) † | | |

| 10.29 | | | | | | [Offer Letter, dated as of November 2, 2025, by and between Kenvue Brands LLC and Kirk Perry, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc. with the SEC on November 3, 2025, and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/1944048/000110465925105216/tm2529895d1_ex10-1.htm) † | | |

| 10.30 | | | | | | [Notice of Separation and Separation and Release Agreement dated May 12, 2025 and May 16, 2025, by and between Kenvue Brands LLC and Paul Ruh](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit1030-pruhseverancea.htm) †* | | |

| 10.31 | | | | | | [Separation and Rel](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit1031separationandre.htm)[ease Agreement](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit1031separationandre.htm) [dated July 22, 2025,](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit1031separationandre.htm) [by and between Kenvue Bran](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit1031separationandre.htm)[ds LLC and Thibaut Mongon](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit1031separationandre.htm) †* | | |

| 10.32 | | | | | | [Form of Merger Retention Bonus Agreement](https://www.sec.gov/Archives/edgar/data/1944048/000194404826000030/exhibit1032-mergerretentio.htm) †* | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

(a) (1) Financial Statements.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this [removed: Annual Report on Form 10-K] [added: report] to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this [removed: Annual Report on Form 10-K] [added: report] has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ HEATHER HOWLETT | | |

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ LARRY J. MERLO | | |

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ RICHARD E. ALLISON, JR. | | |

| | | | Director | | | [added: | | |]

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ SEEMANTINI GODBOLE | | |

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ MELANIE L. HEALEY | | |

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ BETSY D. HOLDEN | | | [added: | | |]

| | | | Betsy D. Holden | | | [added: | | |]

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ KATHLEEN M. PAWLUS | | | [added: | | |]

| | | | Kathleen M. Pawlus | | | [added: | | |]

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ KIRK L. PERRY | | |

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ VASANT PRABHU | | | [added: | | |]

| | | | Vasant Prabhu | | | [added: | | |]

| Date: February [removed: 24, 2025] [added: 20, 2026] | | | /s/ MICHAEL E. SNEED | | | [added: | | |]

| | | | Michael E. Sneed | | | [added: | | |]

| Date: February 20, 2026 | | | /s/ KIRK L. PERRY | | |

| | | | Kirk L. Perry | | |

| Date: February 20, 2026 | | | /s/ AMIT BANATI | | |

| | | | Amit Banati | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Date: February 20, 2026 | | | /s/ SARAH HOFSTETTER | | | | | |

| | | | Sarah Hofstetter | | | | | |

| | | | | | | | | |

| | | | Director | | | | | |

| | | | | | | | | |

| Date: February 20, 2026 | | | /s/ ERICA L. MANN | | | | | |

| | | | Erica L. Mann | | | | | |

| | | | Director | | | | | |

| | | | | | | | | |

| | | | Director | | | | | |

| | | | | | | | | |

| | | | Director | | | | | |

| | | | | | | | | |

| Date: February 20, 2026 | | | /s/ JEFFREY C. SMITH | | | | | |

| | | | Jeffrey C. Smith | | | | | |

| | | | Director | | | | | |

| | | | | | | | | |

| | | | Director | | | | | |

| | | | | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | Kenvue Inc. | | |

| Date: February 24, 2025 | | | /s/ THIBAUT MONGON | | |

| | | | Thibaut Mongon | | |

| Date: February 24, 2025 | | | /s/ PAUL RUH | | |

| | | | Paul Ruh | | |

| Date: February 24, 2025 | | | /s/ TAMARA S. FRANKLIN | | |

| | | | Tamara S. Franklin | | |