--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-016423" form_type: "8-K" ticker: "KVUE" cik: "0001944048" company_name: "Kenvue Inc." filed_at: "2023-05-08T23:59:59+00:00" generated_at: "2026-06-15T14:29:16.402443+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Kenvue Inc. completes IPO of 198.7M shares at $22.00 per share, separates from Johnson & Johnson ## Summary - Kenvue raised net proceeds of $4,241 million from IPO of 198,734,444 shares at $22.00 per share. - Johnson & Johnson retains 1.716 billion shares of Kenvue, representing approximately 89.6% ownership after IPO. - Kenvue and Johnson & Johnson entered into a Separation Agreement and multiple ancillary agreements on May 3, 2023. - Vasant Prabhu appointed as director effective May 4, 2023; seven additional directors appointed as of May 8, 2023. - Kenvue amended its certificate of incorporation and bylaws, effective as of May 3, 2023. ## SEC filing metadata - accession: 0001628280-23-016423 - form_type: 8-K - ticker: KVUE - cik: 0001944048 - company_name: Kenvue Inc. - filed_at: 2023-05-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/kvue-20230503.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-016423 - JSON: https://secwatch.observer/filing/0001628280-23-016423.json - Plain text: https://secwatch.observer/filing/0001628280-23-016423.txt ## Key facts - Executive change Larry Merlo was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Vasant Prabhu was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: On April 20, 2023, Vasant Prabhu was appointed as a director of the Kenvue Board of Directors (the “Board”), effective as of 8:00 a.m. New York City time on May 4, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Betsy Holden was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Peter Fasolo was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Michael Sneed was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Ritch Allison was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Tammy Franklin was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Melanie Healey was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Joseph Wolk was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Executive change Seemantini Godbole was appointed as director at Kenvue Inc.. - Action: appointed - Role: director source text: in addition, on April 20, 2023, Ritch Allison, Peter Fasolo, Tammy Franklin, Seemantini Godbole, Melanie Healey, Betsy Holden, Larry Merlo, Michael Sneed and Joseph Wolk were appointed as directors of the Board, effective as of May 8, 2023, evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Governance Changes Kenvue Inc.: Amended and restated bylaws in connection with IPO (effective 2023-05-03). - Change: bylaw amendment - Effective: 2023-05-03 source text: On May 3, 2023, Kenvue amended and restated its bylaws (as so amended and restated, the “Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Governance Changes Kenvue Inc.: Amended and restated certificate of incorporation in connection with IPO (effective 2023-05-03). - Change: charter amendment - Effective: 2023-05-03 source text: On May 3, 2023, Kenvue amended and restated its certificate of incorporation (as so amended and restated, the “Certificate of Incorporation”). evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Material Agreements Kenvue Inc. entered into Transition Services Agreement with Johnson & Johnson valued at Johnson & Johnson will provide to Kenvue certain services for terms of varying duration following th (effective 2023-05-03). - Action: entry - Counterparty: Johnson & Johnson - Value: Johnson & Johnson will provide to Kenvue certain services for terms of varying duration following th - Effective: 2023-05-03 source text: a transition services agreement, pursuant to which Johnson & Johnson will provide to Kenvue certain services for terms of varying duration following the IPO; evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Material Agreements Kenvue Inc. entered into Trademark Phase-Out License Agreement with Johnson & Johnson valued at Johnson & Johnson granted to Kenvue a license to use certain trademarks on a transitional basis foll (effective 2023-04-03). - Action: entry - Agreement: license - Counterparty: Johnson & Johnson - Value: Johnson & Johnson granted to Kenvue a license to use certain trademarks on a transitional basis foll - Effective: 2023-04-03 source text: a trademark phase-out license agreement, dated as of April 3, 2023, and pursuant to which Johnson & Johnson granted to Kenvue a license to use certain trademarks owned by Johnson & Johnson on a transitional basis following the completion of the IPO; evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Material Agreements Kenvue Inc. entered into Transition Manufacturing Agreement with Johnson & Johnson valued at Johnson & Johnson will provide to Kenvue certain manufacturing services for terms of varying duratio (effective 2023-05-03). - Action: entry - Agreement: supply - Counterparty: Johnson & Johnson - Value: Johnson & Johnson will provide to Kenvue certain manufacturing services for terms of varying duratio - Effective: 2023-05-03 source text: a transition manufacturing agreement, pursuant to which Johnson & Johnson will provide to Kenvue certain manufacturing services for terms of varying duration following the IPO; evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Material Agreements Kenvue Inc. entered into Tax Matters Agreement with Johnson & Johnson valued at Governs respective rights, responsibilities and obligations with respect to all tax matters (effective 2023-05-03). - Action: entry - Counterparty: Johnson & Johnson - Value: Governs respective rights, responsibilities and obligations with respect to all tax matters - Effective: 2023-05-03 source text: a tax matters agreement, which governs Johnson & Johnson’s and Kenvue’s respective rights, responsibilities and obligations with respect to all tax matters, including tax liabilities, tax attributes, tax contests and tax returns; evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Material Agreements Kenvue Inc. entered into Employee Matters Agreement with Johnson & Johnson valued at Addresses certain employment, compensation and benefits matters (effective 2023-05-03). - Action: entry - Counterparty: Johnson & Johnson - Value: Addresses certain employment, compensation and benefits matters - Effective: 2023-05-03 source text: an employee matters agreement, which addresses certain employment, compensation and benefits matters, including the allocation and treatment of certain assets and liabilities relating to Kenvue’s employees and compensation and benefit plans and programs in which Kenvue’s employees participate prior to the date of the Distribution, if pursued; evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Material Agreements Kenvue Inc. entered into Separation Agreement with Johnson & Johnson valued at Net proceeds from IPO of $4,241 million paid to Johnson & Johnson as partial consideration for Consu (effective 2023-05-03). - Action: entry - Counterparty: Johnson & Johnson - Value: Net proceeds from IPO of $4,241 million paid to Johnson & Johnson as partial consideration for Consu - Effective: 2023-05-03 source text: In connection with the IPO and as previously contemplated by, and described in, the Registration Statement on Form S-1, as amended (File No. 333-269115), filed by Kenvue with the Securities and Exchange Commission and declared effective on May 3, 2023 (the “Registration Statement”), Johnson & Johnson and Kenvue entered into a separation agreement (the “Separation Agreement”) on May 3, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Material Agreements Kenvue Inc. entered into Intellectual Property Agreement with Johnson & Johnson valued at Governs respective rights, responsibilities and obligations with respect to intellectual property ma (effective 2023-05-03). - Action: entry - Agreement: license - Counterparty: Johnson & Johnson - Value: Governs respective rights, responsibilities and obligations with respect to intellectual property ma - Effective: 2023-05-03 source text: an intellectual property agreement, which governs Johnson & Johnson’s and Kenvue’s respective rights, responsibilities and obligations with respect to intellectual property matters, excluding certain intellectual property matters with respect to trademarks; evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm - Material Agreements Kenvue Inc. entered into Registration Rights Agreement with Johnson & Johnson valued at Kenvue granted to Johnson & Johnson certain registration rights with respect to the shares of Kenvue (effective 2023-05-03). - Action: entry - Counterparty: Johnson & Johnson - Value: Kenvue granted to Johnson & Johnson certain registration rights with respect to the shares of Kenvue - Effective: 2023-05-03 source text: a registration rights agreement, pursuant to which Kenvue granted to Johnson & Johnson certain registration rights with respect to the shares of Kenvue Common Stock owned by Johnson & Johnson following the completion of the IPO. evidence_url: https://www.sec.gov/Archives/edgar/data/1944048/000162828023016423/0001628280-23-016423-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.