ADDED
On February 13, 2026, 1,916,732,090 shares of Common Stock, 0.01 par value, were outstanding.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 143 Item 9A.
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.
Underpinned by Kenvue s Healthy Lives Mission, our comprehensive 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 from J J, as described below, we have been significantly transforming, including from exiting the Transition Services Agreement and the Transition Manufacturing Agreement with J J (as defined in Part I, Item 1A, Risk Factors Summary of Risk Factors Risks Related to Our Relationship with J J ) while standing up, disentangling, modernizing, and optimizing our own systems, strengthening our Leadership Team, instituting a new operating model, reinventing our ways of working, and enhancing our commercial capabilities.
We have been focused on driving productivity and realizing cost savings from Our Vue Forward (as defined in Part II, Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting Our Results Restructuring ) across the organization to fuel investments behind our brands and unlock operational efficiencies, so that we can drive sustainable and profitable growth.
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.
REMOVED
On February 14, 2025, 1,911,240,720 shares of Common Stock, $0.01 par value, were outstanding.
Changes in and Disagreements w ith Accountants on Accounting and Financial Disclosure 132 Item 9A.
Forward-looking statements may be identified by the use of words such as plans, expects, will, anticipates, estimates, and other words of similar meaning in conjunction with, among other things: discussions of future operations expected operating results and financial performance impact of planned acquisitions and dispositions our strategy for growth and cost savings product development activities regulatory approvals market position; expenditures; and the effects of the Separation (as defined in Part I, Item 1, Business ) on our business.
Underpinned by Kenvue s Healthy Lives Mission, our comprehensive Environmental, Social, and Governance ( ESG ) 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 (as defined below) from J J, as described below, we have been executing a significant transformation agenda, spanning from exiting the Transition Services Agreement (as defined in Risk Factors Summary of Risk Factors Risks Related to Our Relationship with J J in Part I, Item 1A) while standing up, modernizing, and optimizing our own systems, to instituting a new operating model, as we reinvent our ways of working and strengthen and scale our commercial capabilities.
We have been focused on driving productivity and realizing Our Vue Forward (as defined in Management s Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting Our Results Restructuring, in Part II, Item 7) and other cost savings across the organization to fuel investments behind our brands, so that we can drive sustainable and profitable growth.
In May 2023, we completed an initial public offering (the Kenvue IPO ) of approximately 10.4% of our outstanding common stock and began trading on the New York Stock Exchange ( NYSE ) under the ticker symbol KVUE.
Following the Kenvue IPO, J J owned approximately 89.6% of our outstanding common stock.
In August 2023, J J completed the Exchange Offer and exchanged shares representing 80.1% of our common stock, completing the Separation from J J and transition to being a fully independent public company.
Following the completion of the Debt for Equity Exchange, J J no longer owned any shares of our common stock.