12/17/2025 | Press release | Distributed by Public on 12/17/2025 16:49
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 12/15/2025 | M | 2,752.06 | (3) | (3) | Common Stock | 2,752.06(4) | $ 0 | 2,774.84(5) | D | ||||
| Restricted Stock Units | (2) | 12/15/2025 | M | 2,155.93 | (6) | (6) | Common Stock | 2,155.93(4) | $ 0 | 4,308.85(5) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Dyer Russell 1 KENVUE WAY SUMMIT, NJ 07901 |
Chief Corp. Affairs Officer | |||
| /s/ Alla Berenshteyn, as attorney-in-fact | 12/17/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares withheld for payment of taxes upon vesting of Restricted Share Units. |
| (2) | These units correspond 1 for 1 with the Company's common stock. |
| (3) | This award was scheduled to vest in three equal installments on 06/03/2025, 06/03/2026, and 06/03/2027, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 06/03/2026 in in order to mitigate the adverse impact to the Issuer and the Reporting Person of Section 280G of the Internal Revenue Code in connection with the pending transaction between the Issuer and Kimberly-Clark Corporation ("Section 280G Mitigation"). |
| (4) | This award will be subject to clawback in the event it is determined that the Reporting Person would not have ultimately vested in the award notwithstanding the acceleration reflected herein. |
| (5) | Includes shares acquired in dividend reinvestment transactions. |
| (6) | This award was scheduled to vest in three equal installments on 03/10/2026, 03/10/2027, and 03/10/2028, subject to the reporting person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated from 03/10/2026 in connection with the Section 280G Mitigation. |