Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors in Part I, Item 1A, “Risk Factors” included in our Annual Report. The following factor is in addition to those set forth in the Annual Report:

We cannot assure you that our strategic review process will result in any particular outcome, and the process of reviewing strategic alternatives could adversely affect our business.

In July 2025, we announced that our Board had previously initiated a comprehensive review of strategic alternatives and has established the Strategic Review Committee to consider a broad range of potential alternatives, including optimizing the Company’s brand portfolio, while improving execution and enhancing operating performance. We cannot assure you that our review of strategic alternatives will unlock shareholder value or that the review will result in any transaction or other strategic change or outcome. Furthermore, the Company may be unable to consummate effectively or efficiently or in a timely manner any strategic alternative selected by our Board. The process of reviewing potential strategic alternatives, as well as implementing the alternative, if any, chosen by our Board, may be time-consuming, expensive, distracting to our management and employees, and disruptive to our business operations, which could adversely affect our business, results of operations, or financial condition and could result in increased volatility in our stock price.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities by the Company during the fiscal six months ended June 29, 2025.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the fiscal three months ended October 1, 2023, our Board authorized a share repurchase program, under which we are authorized to repurchase up to 27,000,000 shares of our outstanding common stock in open market or privately negotiated transactions. The program has no expiration date and may be suspended or discontinued at any time. The intent of this repurchase program is to offset dilution from the vesting or exercise of equity-based awards under the Kenvue 2023 Plan (as defined in Note 7, “Stock-Based Compensation,” to the Condensed Consolidated Financial Statements included herein).

The following table represents our purchases of common stock during the fiscal three months ended June 29, 2025: