kvue-20230823
0001944048FALSE00019440482023-08-232023-08-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 23, 2023
Kenvue Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4169788-1032011
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
199 Grandview Road
Skillman, New Jersey
08558
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (908)-874-1200
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareKVUENew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.01    Change in Control of the Registrant
On August 23, 2023, Johnson & Johnson announced the final results of its previously announced split-off exchange offer (the “Exchange Offer”) of up to an aggregate of 1,533,830,450 shares of common stock of Kenvue Inc. (“Kenvue”) held by Johnson & Johnson in exchange for shares of Johnson & Johnson common stock. The Exchange Offer is described in a registration statement on Form S-4 (File No. 333-273382) originally filed by Kenvue with the Securities and Exchange Commission (the “SEC”) on July 24, 2023, including in a final prospectus filed by Kenvue with the SEC on August 14, 2023. According to Johnson & Johnson’s announcement, Johnson & Johnson accepted an aggregate of 190,955,436 shares of its common stock from its stockholders in the Exchange Offer, in exchange for 1,533,830,450 shares of Kenvue common stock, representing approximately 80.1% of Kenvue’s outstanding common stock as of August 23, 2023. As a result, Johnson & Johnson holds a remaining interest of 182,329,550 shares of Kenvue common stock, or 9.5% of the outstanding common stock of Kenvue.
Item 7.01    Regulation FD Disclosure
On August 23, 2023, Kenvue issued the attached press release (Exhibit 99.1) announcing the completion of the Exchange Offer. The information contained under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits.
Exhibit NumberExhibit Description
99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.




















SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KENVUE INC.
Date: August 23, 2023By:/s/ Edward J. Reed
Name: Edward J. Reed
Title: Corporate Secretary

Exhibit 99.1
Kenvue Becomes a Fully Independent Company Following Final Separation from Johnson & Johnson
08/23/2023
SKILLMAN, N.J. — (BUSINESS WIRE) — Kenvue Inc. (NYSE: KVUE) (“Kenvue”) today announced its separation from Johnson & Johnson, marking its first day as a fully independent company.
“This is a historic moment for Kenvue and with a singular focus on delivering innovative care solutions to customers and consumers around the world, we’re excited to write the next chapter of consumer health,” said Thibaut Mongon, Kenvue’s Chief Executive Officer and Director.  “Thank you to our passionate teams who have prepared us for this significant milestone and welcome to our new shareholders. As the home to some of the world's most beloved brands, we step into the future as a fully independent company from a position of strength and look forward to all that we will continue to achieve as a global leader in consumer health.”
As separately announced today, Johnson & Johnson accepted an aggregate of 190,955,436 shares of Johnson & Johnson common stock in exchange for 1,533,830,450 shares of Kenvue common stock. As a result, Johnson & Johnson now owns 9.5% of the outstanding shares of Kenvue common stock. The exchange offer was 4.2x subscribed.
Full details of the results are available in a separate press release issued this morning by Johnson & Johnson.
Kenvue expects to also become the newest member of the S&P 500®. S&P Dow Jones Indices announced its intent to add Kenvue to the S&P 500 index effective prior to the opening of trading on August 25, 2023.
About Kenvue
Kenvue is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno®, BAND-AID® Brand Adhesive Bandages, Johnson’s®, Listerine®, Neutrogena®, and Tylenol®, are science-backed and recommended by healthcare professionals around the world. At Kenvue, we believe in the extraordinary power of everyday care and our teams work every day to put that power in consumers’ hands and earn a place in their hearts and homes.
Cautions Concerning Forward-Looking Statements
This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding future operating and financial performance. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove


inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Kenvue and its affiliates.
A list and descriptions of risks, uncertainties and other factors can be found in Kenvue’s filings with the Securities and Exchange Commission, including its registration statement on Form S-1 and subsequent Quarterly Reports on Form 10-Q and other filings, available at www.kenvue.com or on request from Kenvue. Kenvue 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.
Investor Relations:
Tina Romani
[email protected]
Media Relations:
Melissa Witt
[email protected]

Source: Kenvue Inc.