KVUE Kenvue Inc. - 8-K

Item 5.02      Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2026, Kenvue Inc. (the “Company”) announced that Amit Banati, the current Chief Financial Officer, will step down from his role
effective May 12, 2026. On April 10, 2026, the Company appointed Heather Howlett, the Company’s current Chief Accounting Officer, as interim Chief Financial Officer and Chief Accounting Officer, effective May 12, 2026. Ms. Howlett will serve as the
Company’s principal financial officer and principal accounting officer during her term as interim Chief Financial Officer and Chief Accounting Officer.

Ms. Howlett, age 48, has served as Chief Accounting Officer of the Company since May 2023. Ms. Howlett joined Johnson & Johnson in September 2022 as the
Chief Accounting Officer Designee for Johnson & Johnson’s planned New Consumer Health Company in anticipation of the Company’s separation. Previously, Ms. Howlett served as the Chief Accounting Officer for Trane Technologies from March 2020 to
August 2022, following roles of increasing responsibility at Trane Technologies, Catalent Pharma Solutions, Honeywell and Tyco and more than a decade at PricewaterhouseCoopers LLP.

Pursuant to the offer letter entered into by the Company and Ms. Howlett in connection with her appointment as interim Chief Financial Officer, Ms. Howlett
will receive a monthly stipend of $125,000 (in addition to her current compensation package), to be paid each month in which she serves as interim Chief Financial Officer (prorated for partial months). There will be no other changes to Ms. Howlett’s
compensation or benefits as a result of her serving as interim Chief Financial Officer.

The above description of the offer letter between the Company and Ms. Howlett is qualified in its entirety by the full text of the agreement, which is
attached as Exhibit. 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Howlett and any of the Company’s executive officers or directors or
persons nominated or chosen by the Company to become a director or executive officer. There is no arrangement or understanding between Ms. Howlett and any other person pursuant to which Ms. Howlett was appointed as an officer of the Company.

Ms. Howlett’s compensation for fiscal year 2026 includes: (1) an annual base salary of $544,116; (2) an annual target bonus of $299,264; and (3) annual
grant of an equity award with aggregate fair market value of $420,000.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, regarding the
appointment of Ms. Howlett and the work she will do for the Company. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “may,” “will,” “anticipates,” “estimates,” “aims,” and other words of similar meaning in
conjunction with, among other things: discussions of future operations and expected costs and payments. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current beliefs, expectations and
assumptions of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results and financial condition could vary materially from the expectations and projections of the Company and its
affiliates. Potential risks and uncertainties that could cause actual events and results described in this Current Report on Form 8-K to differ from those expected include, among others, risks around senior leadership changes,
personnel distractions and disruptions to our business.

A list and descriptions of additional risks, uncertainties and other factors can be found in
the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and other filings, available at www.kenvue.com  or on request from the Company. The Company and its affiliates undertake no obligation to update any
forward-looking statements, whether as a result of new information, future events or developments or otherwise, other than as required by law.

Item 9.01     Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.

Description

10.1

Offer Letter, dated as of April 10, 2026, by and between Kenvue Brands LLC and Heather Howlett.

104

The cover page from Kenvue’s Current Report on Form 8-K, formatted in Inline XBRL.