What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-24 · 49 added, 28 removed, 170 unchanged (31% of the section changed)

13 unchanged sentences

Based on this evaluation, management concluded that, as of December 28, 2025, the end of the period covered by this Annual Report on Form 10-K, the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of December 29, 2024 and issued an unqualified opinion thereon as stated in their report, which appears under Part II, Item 8 , “Financial Statements and Supplementary Data.”

PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of the Company’s internal control over financial reporting as of December 28, 2025 and issued an unqualified opinion thereon as stated in their report, which appears under Part II, Item 8, “Financial Statements and Supplementary Data—Report of Independent Registered Public Accounting Firm.”

Changes in Internal Control Over Financial Reporting

6 unchanged sentences

Other Information

Entry into a Material Definitive Agreement

As detailed in Note 5, “Borrowings—Revolving Credit Facility” to the Consolidated Financial Statements included herein, on March 6, 2023, the Company entered into a credit agreement providing for a five-year senior unsecured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $4.0 billion available to be drawn in U.S.

dollars and Euros.

On January 30, 2025, the Company requested an extension of the maturity date of its Revolving Credit Facility from March 6, 2028 to March 6, 2029, and on February 21, 2025, such extension became effective with respect to all lenders under the Revolving Credit Facility, each of which accepted such request.

The terms of the Revolving Credit Facility otherwise

remain unchanged.

The foregoing summary is qualified by reference to the copy of the Revolving Credit Facility and the copy of the Form of Notice of Extension attached as Exhibits 10.15 and 10.16, respectively, to this Annual Report on Form 10-K.

Insider Trading Arrangements and Policies

30 unchanged sentences

(a) (1) Financial Statements

The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data.”

The financial statements required by this item are listed in Part II, Item 8, “Financial Statements and Supplementary Data.”

(a) (2) Financial Statement Schedules

3 unchanged sentences

Exhibit Number Exhibit Description

2.1 Agreement and Plan of Merger, dated as of November 2, 2025, by and among Kenvue Inc., Kimberly-Clark Corporation, Vesta Sub I, Inc., and Vesta Sub II, LLC., filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Kenvue Inc.

with the SEC on November 3, 2025, and incorporated herein by reference

3.1 Amended and Restated Certificate of Incorporation of Kenvue Inc., effective as of May 3, 2023, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by Kenvue Inc.

10 unchanged sentences

with the Commission on March 30, 2023 and incorporated herein by reference

4.3 Second Supplemental Indenture dated May 22, 2025, between the Company and Deutsche Bank Trust Company Americas, as trustee, to the Indenture dated March 22, 2023, between the Company and Deutsche Bank Trust Company Americas, as trustee, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Kenvue Inc.

with the SEC on May 22, 2025, and incorporated herein by reference

4.4 Description of Securities filed as Exhibit 4.4 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

with the SEC on March 1, 2024, and incorporated herein by reference

4.5 Form of 4.850% Senior Note due 2032 , filed as Exhibit 4.2 to the Current Report on Form 8-K filed by Kenvue Inc.

with the SEC on May 22, 2025, and incorporated herein by reference

10.1 Kenvue Inc.

1 unchanged sentence

with the SEC on November 3, 2023 and incorporated herein by reference †

10.2 Amended and Restated Executive Severance Pay Plan of Kenvue Inc.

Affiliated Companies , filed as Exhibit 10.2 to the Current Report on Form 8-K filed by Kenvue Inc.

with the SEC on November 3, 2025, and incorporated herein by reference †

10.3 Kenvue Inc.

Amended & Restated Deferred Fee Plan for Directors, dated as of September 19, 2023 filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended October 1, 2023, filed by Kenvue Inc.

with the SEC on November 3, 2023 and incorporated by reference †

with the SEC on November 3, 2023 and incorporated herein by reference †

10.4 Form of Founder Global Performance Share Unit Award Agreement filed as Exhibit 10.3 to the Quarterly Report on From 10-Q for the period ended October 1, 2023, filed by Kenvue Inc.

with the SEC on November 3, 2023 and incorporated by reference †

with the SEC on November 3, 2023 and incorporated herein by reference †

10.5 Form of Founder Global Nonqualified Stock Option Award Agreement filed as Exhibit 10.4 to the Quarterly Report on From 10-Q for the period ended October 1, 2023, filed by Kenvue Inc.

with the SEC on November 3, 2023 and incorporated by reference †

with the SEC on November 3, 2023 and incorporated herein by reference †

10.6 Separation Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc.

8 unchanged sentences

with the Commission on May 8, 2023 and incorporated herein by reference

10.10 Transition Services Agreement (inclusive of cumulative amendments), by and between Johnson & Johnson and Kenvue Inc.

, filed as Exhibit 10.10 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

10.11 Transition Services Agreement (inclusive of cumulative amendments), by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.10 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

with the SEC on March 1, 2024, and incorporated herein by reference

2 unchanged sentences

10.13 Amendment to the Transition Manufacturing Agreement, dated as of December 26, 2024, by and between Johnson & Johnson and Kenvue Inc.

10.13 Registration Rights Agreement, dated as of May 3, 2023, by and between Johnson & Johnson and Kenvue Inc., filed as Exhibit 10.8 to the Current Report on Form 8-K filed by Kenvue Inc.

with the Commission on May 8, 2023 and incorporated herein by reference

, filed as Exhibit 10.12 to the Annual Report on Form 1 0-K for the period ended December 2 9 , 2024, filed by Kenvue Inc.

with the SEC on February 24, 2025 and incorporated herein by reference

10.14 Kenvue Inc.

6 unchanged sentences

with the Commission on March 30, 2023 and incorporated herein by reference

10.16 Form of Notice of Extension in respect of the Credit Agreement, dated as of March 6, 2023, by and among Kenvue Inc., the Lenders Party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as Exhibit 10.16 to the Annual Report on Form 10-K for the period ended December 29, 2024, filed by Kenvue Inc.

with the SEC on February 24, 2025 and incorporated herein by reference

10.17 The Kenvue Excess Savings Plan, effective January 1, 2023, filed as Exhibit 10.10 to Amendment No.

10 unchanged sentences

with the SEC on March 30, 2023 and incorporated herein by reference †

10.20 Amendment to Addendum 2 to the Employment Agreement dated June 22, 2022 between JNTL Consumer Health I (Switzerland) GmbH and Carlton Lawson, executed October 22, 2024 * †

10.20 Amendment to Addendum 2 to the Employment Agreement dated June 22, 2022 between JNTL Consumer Health I (Switzerland) GmbH and Carlton Lawson, executed October 22, 2024 , filed as Exhibit 10.20 to the Annual Report on Form 10-K for the period ended December 2 9 , 2024, filed by Kenvue Inc.

with th e SEC on February 24, 2025 and incorporated herein by reference †

10.21 Form of Global Performance Share Unit Agreement, filed as Exhibit 10.19 to the Annual Report on Form 10-K for the period ended December 31, 2023, filed by Kenvue Inc.

4 unchanged sentences

with the SEC on March 1, 2024, and incorporated herein by reference †

10.24 Cooperation Agreement dated March 5, 2025, by and between Kenvue Inc.

and the entities and natural persons listed on the signature pages attached thereto, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc.

with the SEC on March 5, 2025, and incorporated herein by reference

10.25 Offer letter between Amit Banati and Kenvue Brands LLC, dated May 5, 2025, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc.

with SEC on May 8, 2025, and incorporated herein by reference †

10.26 Offer letter between Kirk Perry and Kenvue Brands LLC, dated July 13, 2025, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc.

with the SEC on July 14, 2025, and incorporated herein by reference †

10.27 Restricted Share Unit Award Agreement for July 31, 2025 grant to Kirk Perry under Kenvue Inc’s.

Long-Term Incentive Plan , filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended September 28, 2025 , filed by Kenvue Inc.

with the SEC on November 3, 2025, and incorporated herein by reference †

10.28 Nonqualified Stock Option Award Agreement for July 31, 2025 grant to Kirk Perry under Kenvue Inc’s.

Long-Term Incentive Plan , filed as Exhibit 10 .3 to the Quarterly Report on Form 10-Q f or the period ended September 28, 2025, filed by Kenvue Inc.

with the SEC on November 3, 2025, and incorporated herein by reference †

10.29 Offer Letter, dated as of November 2, 2025, by and between Kenvue Brands LLC and Kirk Perry, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Kenvue Inc.

with the SEC on November 3, 2025, and incorporated herein by reference †

10.30 Notice of Separation and Separation and Release Agreement dated May 12, 2025 and May 16, 2025, by and between Kenvue Brands LLC and Paul Ruh †*

10.31 Separation and Rel ease Agreement dated July 22, 2025, by and between Kenvue Bran ds LLC and Thibaut Mongon †*

10.32 Form of Merger Retention Bonus Agreement †*

19 Kenvue Inc.

17 unchanged sentences

** Furnished herewith

† Indicates management contract or compensatory plan

† Indicates management contract or compensatory plan or arrangement

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 20, 2026

/s/ THIBAUT MONGON

Thibaut Mongon

Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 20, 2026

/s/ THIBAUT MONGON

Thibaut Mongon

Chief Executive Officer and Director

1 unchanged sentence

February 20, 2026

/s/ AMIT BANATI

Chief Financial Officer

10 unchanged sentences

February 20, 2026

/s/ TAMARA S.

February 24, 2025

/s/ SEEMANTINI GODBOLE

3 unchanged sentences

February 20, 2026

/s/ SARAH HOFSTETTER

Sarah Hofstetter

February 20, 2026

/s/ KATHLEEN M.

February 20, 2026

/s/ KATHLEEN M.

February 20, 2026

/s/ VASANT PRABHU

1 unchanged sentence

February 20, 2026

/s/ JEFFREY C.

February 20, 2026

/s/ MICHAEL E.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures