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): July 13, 2025
 
 
Kenvue Inc.
 (Exact name of registrant as specified in its charter)
 
 

Delaware
001-41697
88-1032011
(State or other jurisdiction
 of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 

 
1 Kenvue Way
Summit, New Jersey
  
07901
  
(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 class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.01 par value per share
  
KVUE
  
New 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 2.02   Results of Operations and Financial Condition
 
On July 14, 2025, Kenvue Inc. (“Kenvue” or the “Company”) issued a press release announcing select preliminary financial results for the second quarter ended June 29, 2025. Kenvue’s full second-quarter financial results and revised financial guidance for full year 2025 will be released on August 7, 2025, and the Company will hold its second-quarter earnings call on the same date. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained under Item 2.02 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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 14, 2025 (the “Transition Date”), Kenvue announced that Thibaut Mongon has ceased to serve as Kenvue’s Chief Executive Officer, effective as of the Transition Date (the “CEO Transition”). Mr. Mongon has also stepped down from Kenvue’s Board of Directors (the “Board”) effective as of the Transition Date, and the size of the Board was subsequently reduced by one director so that the Board now consists of twelve members. The CEO Transition, with respect to Mr. Mongon, meets the conditions of the separation without “cause” provisions of the Executive Severance Pay Plan of Kenvue Inc. and U.S. Affiliated Companies (the “Severance Plan”) and, as a result of Mr. Mongon’s age and years of service, of the “retirement” provisions of Mr. Mongon’s long-term incentive awards. Accordingly, subject to Mr. Mongon’s execution of a release of claims in favor of Kenvue and its affiliates and his continuing compliance with his restrictive covenant obligations, Mr. Mongon will receive the severance payments and benefits payable under the Severance Plan, and Mr. Mongon’s long-term incentive awards will be treated in accordance with the retirement provisions of his applicable award agreements.

On the Transition Date, Kenvue also announced the appointment of Kirk L. Perry to serve as Kenvue’s Chief Executive Officer on an interim basis, effective as of the Transition Date, while the Board undertakes a search to identify Kenvue’s next permanent Chief Executive Officer. Mr. Perry was an independent member of the Board prior to this appointment and will continue to serve on the Board.

Information regarding Mr. Perry’s business experience and qualifications is disclosed under “Proposal No. 1: Election of Thirteen Directors to Serve Until the 2026 Annual Meeting of Shareholders – Kirk Perry” in Kenvue’s definitive Proxy Statement for its 2025 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 9, 2025, and is incorporated herein by reference. Mr. Perry was the president and CEO of Circana, Inc. (“Circana”) until December 2024 and is currently a director of Circana. Kenvue paid Circana approximately $7.6 million in 2024 for consumer data, analytics, and insights services. These services were provided to Kenvue on an arm’s-length basis and Mr. Perry did not have a role in Kenvue’s decision making with respect to which firms to utilize for these services.

In connection with Mr. Perry’s appointment, Mr. Perry and Kenvue Brands LLC executed an offer letter on July 13, 2025 (the “Offer Letter”). The Offer Letter provides for (i) a base salary at an annualized rate of $1,250,000, (ii) eligibility for a cash incentive award of up to $1,500,000, payable following the date a permanent Chief Executive Officer of Kenvue is appointed (the “Interim CEO End Date”), with the actual amount of such award determined based on the Board’s evaluation of Mr. Perry’s performance as Chief Executive Officer, (iii) equity award grants with an aggregate value of $5 million, granted as 50% stock options and 50% restricted stock units, with both awards vesting on the one-year anniversary of the Transition Date, subject to Mr. Perry’s continuous service as Chief Executive Officer through the Interim CEO End Date and Mr. Perry’s continuous service on the Board through such anniversary and (iv) reimbursement of up to $25,000 of reasonable attorneys’ fees. Mr. Perry will not be eligible to participate in any other cash- or equity-based incentive plans and will not be a participant in the Severance Plan. Mr. Perry will be subject to Kenvue’s standard restrictive covenant agreement, which includes restrictions relating to non-competition, non-solicitation, and protection of confidential information. During his service as the Chief Executive Officer on an interim basis, Mr. Perry will not receive any additional compensation with respect to his Board service.


The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Perry and any of Kenvue’s executive officers or directors or persons nominated or chosen by Kenvue to become a director or executive officer. Other than the transactions with Circana disclosed above, there have been no transactions since the beginning of Kenvue’s last fiscal year, and there are no currently proposed transactions, in which Kenvue was or is to be a participant and in which Mr. Perry, or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Perry and any other person pursuant to which Mr. Perry was appointed as an officer of Kenvue.

Item 8.01   Other Events.

The Board had previously initiated a comprehensive review of strategic alternatives and has established a strategic review committee (the “Strategic Review Committee”) to oversee the ongoing process. The strategic review will consider a broad range of potential alternatives, including optimizing the Company’s brand portfolio, while improving execution and enhancing operating performance to accelerate profitable growth and unlock the inherent value in Kenvue.

The members of the Strategic Review Committee are Richard E. Allison, Jr., Kirk L. Perry, Vasant Prabhu, Jeffrey C. Smith and Melanie L. Healey, with Ms. Healey serving as Chair of the Strategic Review Committee. The Board and the Strategic Review Committee are being advised by Centerview Partners and McKinsey & Company.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements be subject to the safe harbors created thereby. All statements, other than statements of historical facts, included in this Current Report on Form 8-K are forward-looking statements. Such forward-looking statements include statements regarding the review of strategic alternatives conducted by the Board and the outcome and timing of the review process. Future events and actual results could differ materially from those set forth in, contemplated or suggested by, or underlying the forward-looking statements. There can be no assurances that results described in forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties, including, but not limited to, the outcome and timing of the review process, which may be suspended or modified at any time; the possibility that the Company may decide not to undertake a strategic alternative following the Board’s strategic review process; the Company’s inability to consummate any proposed strategic alternative resulting from the strategic review due to, among other things, market, regulatory and other factors; the potential for disruption to the Company’s business resulting from the strategic review process; and potential adverse effects on the Company’s stock price from the announcement, suspension or consummation of the strategic review process and the results thereof. Other important factors that could cause the Company’s actual results to differ materially from those in its forward-looking statements include those discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the SEC. Any forward-looking statements made by the Company in this Current Report on Form 8-K speak only as of the date on which they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Item 9.01   Financial Statements and Exhibits

(d)     Exhibits. 
 
 
Exhibit Number
  
Exhibit Description


104
  
The 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:  July 14, 2025
By:
/s/ Matthew Orlando
 
   
Name:
 Matthew Orlando  
   
Title:
General Counsel
 


 
 

 
Exhibit 10.1



July 13, 2025

Mr. Kirk L. Perry

Dear Kirk:

I am pleased to confirm the offer to serve as Interim Chief Executive Officer (“Interim CEO”) of Kenvue Inc. (“Kenvue”), reporting directly to the Board of Directors of Kenvue (the “Board”). I am confident that your extensive experience and impressive skills make you an invaluable asset to Kenvue in this new role.

Your start date is July 14, 2025 (the “Start Date”), and you are expected to remain in the role of Interim CEO through the effective date of the Board’s appointment of a permanent Chief Executive Officer (such date, the “End Date”, and the period beginning on the Start Date and ending on the End Date, the “CEO Transition Period”).  During the CEO Transition Period, you will continue to serve on the Board but will not actively serve on any committee of the Board other than the Strategic Review Committee.  Following the End Date, it is expected that you will continue serving on the Board in a non-executive capacity.

Your employer of record will be Kenvue Brands LLC (together with its parent and affiliates, the “Company”). The following represents our offer of employment to you:

Compensation
Since you will be designated an Executive Officer of the Company, the grant of all compensation, including the amount, structure, and other terms, is at the discretion of the Compensation & Human Capital Committee (“CHCC”) of the Board, subject to their approval and contingent upon individual and Company performance. The continuation of any compensation or benefits program is subject to the CHCC’s and/or the Company’s discretion.  For the avoidance of doubt, during your term of service as Interim CEO, you will not receive any additional compensation for your service as a member of the Board (although any previously granted equity awards will remain outstanding in accordance with their terms).

Your annualized gross base salary, which will be paid bi-weekly, will be $1,250,000 (less applicable deductions and withholdings).  Because of the uncertain duration of the CEO Transition Period, and to ensure you are appropriately compensated for your commitment to serve as Interim CEO during this period and the opportunities you may be required to forego as a result, if the End Date occurs prior to December 31, 2025, and you serve as Interim CEO through the End Date, on or as soon as practicable following the End Date, you will receive a final lump sum payment equal to the base salary you would have received had you continued to serve as Interim CEO from the End Date through and including December 31, 2025.

You will be also eligible for a one-time performance-based cash bonus of up to $1,500,000, payable as soon as practicable following, but in no event later than 30 days following, the End Date (the “Bonus”).  The actual amount of the Bonus will be determined by the Board in its sole discretion based on your performance in the role of Interim CEO, including with respect to your achievement of any performance goals established by the Board in consultation with you and communicated to you from time to time.

In addition, you will receive a one-time equity grant with an aggregate value, determined as of the trading day immediately preceding the Start Date as described below, of $5,000,000 (the “Equity Grant”).  The Equity Grant will consist 50% of restricted stock units and 50% of stock options and will be granted as soon as practicable after the Start Date.  In order to ensure the alignment of the value of the Equity Grant with the interests of Kenvue’s shareholders beginning on the Start Date, the number of shares subject to the Equity Grant will be determined, in the case of the restricted stock units, based on Kenvue’s closing stock price on the trading day immediately preceding the Start Date and, in the case of the stock options, based on the applicable Black-Scholes value as of the close of business on the trading day immediately preceding the Start Date.  For the avoidance of doubt, the exercise price of the stock options will be determined based on the fair market value at the date of grant.

The Equity Grant will vest in full on the one-year anniversary of the Start Date based on continuous service as Interim CEO during the CEO Transition Period and service on the Board through such one-year anniversary.  The Equity Grant shall also vest in full, to the extent not previously forfeited, upon the earliest to occur of (i) your death or Disability, (ii) termination without Cause or resignation with Good Reason during the CEO Transition Period, (iii) a Change of Control after the End Date, (iv) the failure of the Board to nominate you for reelection to the Board at the 2026 Annual Meeting of Shareholders or (v) you are not reelected to the Board at the 2026 Annual Meeting of Shareholders (with Cause, Change of Control, Disability and Good Reason as generally defined in the Kenvue Inc. Long-Term Incentive Plan (the “LTIP”)).  For the avoidance of doubt, your ceasing to serve as Interim CEO on the End Date shall not constitute Good Reason nor shall it be deemed a voluntary resignation or a termination of employment for purposes of the Equity Grant, such that the Equity Grant shall remain outstanding and vesting will continue following the End Date in accordance with the terms set forth above.  Other than as set forth herein, the Equity Grant shall be subject to the terms of the LTIP, including (but not limited to) with respect to your termination for Cause or a Change of Control of the Company (each as defined in the LTIP).


Kenvue Brands LLC, 1 Kenvue Way, Summit, NJ 07901; website: www.kenvue.com

For the avoidance of doubt, the Bonus and the Equity Grant are in lieu of your participation in Kenvue’s standard annual incentive or long-term incentive programs and you will not be eligible to receive an annual cash bonus award or annual long-term incentive award in respect of your service as Interim CEO.

Compensation Recoupment
You will be subject to any clawback or recoupment provisions as may be required by applicable laws or Company policies in effect and generally applicable to Company executives from time to time, including the Company’s Compensation Recoupment Policy for Significant Misconduct and the Incentive Compensation Recovery Policy.

Severance Benefits
You will not be eligible to participate in the Executive Severance Pay Plan or to otherwise receive any severance pay or benefits.

Offer Requirements 
This offer is contingent upon your execution and return of the Company’s Employee Secrecy, Intellectual Property, Non-Competition, and Non-Solicitation Agreement that is generally applicable to other Kenvue executives (the “Restrictive Covenant Agreement”), provided that the post-termination tail period on any non-compete or non-solicit restrictions will not exceed one year. Please be aware that, in addition to, among other things, prohibiting your disclosure of the Company’s confidential information, we expect you to retain in confidence and not disclose or use in your employment with us any confidential information you have obtained from any other entity you have provided services to.  Please return the signed Restrictive Covenant Agreement with your signed offer letter.  

Invitation to Self-Identify
As a Federal contractor subject to Section 503 of the Rehabilitation Act of 1973 and the Vietnam-era Veterans Readjustment Assistance Act of 1974 and the Veterans Employment Opportunity Act of 1998, we are required to extend to applicants a post-offer invitation to self-identify as a Vietnam-era veteran, or veteran covered by the Veterans Employment Opportunities Act of 1998.  Enclosed is an invitation to self-identify.  Providing this information is voluntary and will be kept confidential in accordance with the law.  Choosing not to provide it will not have an adverse impact on employment.  This information will be used only in accordance with our equal employment opportunity policy. 
 
Benefits 
Our flexible benefits program includes medical, dental, life, and accident coverage for employees and family members, for which coverage begins on the first day of employment, as well as a 401(k) plan. As Interim CEO, you will be eligible to participate in the employee benefit plans, and receive any applicable perquisites, that have historically been made available to Kenvue’s Chief Executive Officer, including use of Kenvue’s plane for all reasonable business travel, car service in New Jersey and security services, in all cases subject to applicable Kenvue and Company policies. Because you will be expected to be physically present at Kenvue’s corporate headquarters as needed to satisfactorily perform your responsibilities as Interim CEO, the Company will also provide you with the use of a furnished apartment that is reasonably acceptable to you within reasonable commuting distance of Summit, New Jersey.

In addition, you will be reimbursed for up to $25,000 in reasonable attorneys’ fees incurred in connection with your negotiation of this offer and any related documents.
 


Kenvue Brands LLC, 1 Kenvue Way, Summit, NJ 07901; website: www.kenvue.com

Work Life Services 
Feel free to take advantage of our Work Life Services offered through Optum.  Optum Work Life Services help employees balance their work, family, and personal responsibilities by providing confidential consultation regarding childcare, eldercare, self-care, and education.  If you call Optum (1-800-765-6806), identify yourself as the recipient of an offer of employment from Kenvue. 
 
Personal Information Notice 
We are committed to protecting the personal information of our employees.  The enclosed Personal Information Notice explains how we collect, use, and disclose Personal Information collected from our employees. 
 
The Company maintains an employment-at-will relationship with its employees.  This means that both you and the Company retain the right to terminate this employment relationship at any time with or without cause or notice.  All salary, bonuses, allowances, and other payments and benefits referred to in this letter will be considered normal income and will be subject to applicable state and Federal income taxes. 
 
This offer letter constitutes our complete offer.  Any promises or representations, either oral or written, not contained in this letter and the documents referred to herein, are not valid and are not binding on ​the Company​.   This offer letter will be binding upon the later of (1) your execution and return of the offer letter and (2) approval of your appointment and this offer letter by the Board and CHCC.  Once binding in accordance with the foregoing, this offer letter will also be binding on any of the permitted successors and assigns of the Company. 

We are pleased to offer you the position of Interim CEO.  Please signify your acceptance of this offer of employment by signing and returning this document​ via secure email.  If you have any questions, please contact me​. 


Sincerely,

/s/ Larry Merlo

Larry Merlo


Agreed and Accepted:
      
       
/s/ Kirk Perry
07/13/2025
  
*Applicant’s signature (or printed name if by email) 
 
Date
  

 

 

*Note:  The Company accepts electronic signatures on Applications for Employment and offer letters.  If you choose to use an electronic signature to accept this offer, you acknowledge and agree to the following:

“I understand that – pursuant to the Electronic Signature in Global and National Commerce Act – returning the signed offer letter from my e-mail account shall have the same legal effect and validity with respect to the acknowledgments set forth above as my handwritten signature.”

Kenvue Brands LLC recognizes electronic signature for offer acceptance as valid provided that the email account used to return the offer acceptance, and the email account noted on the applicant’s Employment Application (or for internal employees their online bid application), are identical.


 

Kenvue Brands LLC, 1 Kenvue Way, Summit, NJ 07901; website: www.kenvue.com

 
Exhibit 99.1


 
PRESS RELEASE

SUMMIT, N.J.


Kenvue Announces CEO Transition and
Actions to Unlock Shareholder Value

●
Appoints Current Kenvue Director and Proven CPG and Technology Company Leader, Kirk Perry, as Interim CEO, Effective Immediately


●
Announces Ongoing Review of Strategic Alternatives


●
Reports Select Preliminary Second Quarter 2025 Financial Results

July 14, 2025

Kenvue Inc. (NYSE: KVUE) today announced that its Board of Directors is implementing a set of actions to enable the Company to unlock shareholder value and reach its full potential. The Board has made a Chief Executive Officer transition and is advancing an ongoing comprehensive review of strategic alternatives.

“Kenvue has world-class brands in attractive categories and a strong global platform. The actions announced today are to ensure we have the right talent, brand portfolio and operational foundation to fully capitalize on those strengths, accelerate profitable growth and best position the Company for future success,” said Larry Merlo, Kenvue’s Chair of the Board. “The Board’s strategic review is underway, and we are considering a broad range of potential alternatives, including ways to simplify the Company’s portfolio and how it operates. At the same time, with the CEO transition and recent appointment of a new CFO, we are aligning leadership expertise to drive the Company forward. We are confident that the steps we are taking put Kenvue on the right path to deliver both near- and long-term value creation for shareholders.”

Initiating CEO Transition

The Board has appointed Mr. Kirk Perry as Interim Chief Executive Officer, effective immediately. Mr. Perry is a current Kenvue director and seasoned consumer products and brand strategist with more than 30 years of global consumer-packaged goods, technology and business transformation experience and a proven track record. Mr. Thibaut Mongon has departed the Company and stepped down from the Kenvue Board. Leading executive search firm, Heidrick & Struggles, is assisting in the search for the Company’s next Chief Executive Officer.

“We are very pleased to have a leader of Kirk’s caliber and experience step into the role of Interim CEO to lead Kenvue during this important time,” added Mr. Merlo. “His deep knowledge of the intersection of technology, data and global consumers has already been an asset during his time on the Board and we look forward to Kenvue continuing to benefit from his expertise and leadership in this additional role.” Mr. Merlo continued, “On behalf of the Board, I want to thank Thibaut for his oversight in establishing Kenvue as a standalone company and for his commitment to the organization throughout his tenure.”

Mr. Perry stated, “I have seen firsthand Kenvue’s many strengths and share the Board’s confidence in the Company’s growth and value creation opportunities. As interim CEO, I am excited to leverage my decades of experience leading businesses across the consumer and technology industries and work with the Board and leadership team to put the business on the strongest footing to deliver on Kenvue’s full potential and realize our goal of top-tier financial performance.” 



Advancing Strategic Review

The Board had previously initiated a comprehensive review of strategic alternatives and has established a Strategic Review Committee to oversee the ongoing process. The strategic review will consider a broad range of potential alternatives, including optimizing the Company’s brand portfolio, while improving execution and enhancing operating performance to accelerate profitable growth and unlock the inherent value in Kenvue.

The Board and the Strategic Review Committee are being advised by Centerview Partners and McKinsey & Company. The Company plans to update shareholders as the strategic review progresses.

Select Preliminary Second Quarter 2025 Financial Results

The Company additionally today reported select preliminary financial results for the second quarter ended June 29, 2025.

 
Select Preliminary Results
Fiscal Three Months Ended
June 29, 2025
Net sales change
(4.0)%
Organic sales1 change
(4.2)%
Diluted earnings per share
$0.21 to $0.22
Adjusted diluted earnings per share1
$0.28 to $0.29


The Company will report its full second quarter 2025 financial results on August 7, 2025 and, at that time, will also revise its full year 2025 outlook.

See the tables below for the reconciliation of historic non-GAAP measures to the most directly comparable GAAP measures.


About Kirk Perry

Mr. Perry, who joined Kenvue’s Board of Directors in December 2024, is a seasoned consumer products and brand strategist with more than 30 years of global consumer-packaged goods, technology and business transformation experience. He brings a deep understanding of the global consumer marketplace from both the manufacturer and technology perspective. Mr. Perry most recently served as President and Chief Executive Officer of Circana, a global provider of technology, data and predictive analytics for the consumer, retail and media sectors, and he continues to serve on the Circana board. He led the company through its rebrand and launch as Circana, following the merger of Information Resources, Inc. (IRI) and The NPD Group, having previously served as Chief Executive Officer of IRI. Prior to Circana (and IRI), Mr. Perry served as President, Global Client and Agency Solutions at Google, and was responsible for driving Google’s global revenue and growing its relationships with the world’s largest advertisers and advertising agencies. Previously, Mr. Perry spent 23 years with Procter & Gamble, where he held several positions of increasing responsibility in general management and marketing roles, including President of Global Family Care; Vice President, U.S. Operations and North America Marketing, P&G’s biggest region; and Vice President, North America Baby Care. Mr. Perry also serves as a board member of The J.M. Smucker Company.

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, Johnson’s®, Listerine®, Neutrogena® and Tylenol®, are science-backed and recommended by healthcare professionals around the world. At Kenvue, we realize the extraordinary power of everyday care. Our teams work every day to put that power in consumers’ hands and earn a place in their hearts and homes. Learn more at www.kenvue.com.



1Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures to supplement the financial measures prepared in accordance with U.S. GAAP. There are limitations to the use of the non-GAAP financial measures presented herein. These non-GAAP financial measures are not prepared in accordance with U.S. GAAP nor do they have any standardized meaning under U.S. GAAP. In addition, other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way the Company calculates such measures. Accordingly, the non-GAAP financial measures may not be comparable to such similarly titled non-GAAP financial measures used by other companies. The Company cautions you not to place undue reliance on these non-GAAP financial measures, but instead to consider them with the most directly comparable U.S. GAAP measure. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation. These non-GAAP financial measures should be considered supplements to, not substitutes for, or superior to, the corresponding financial measures calculated in accordance with U.S. GAAP.

The Company believes the presentation of these measures is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. The Company believes these measures help improve investors’ ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with other companies. In addition, the Company believes these measures are also among the primary measures used externally by the Company’s investors, analysts, and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in our industry.

Below are definitions and the reconciliation to the most closely related GAAP measures for the non-GAAP measures used in this press release.

Adjusted diluted earnings per share: We define Adjusted diluted earnings per share as Adjusted net income divided by the weighted average number of diluted shares outstanding. Management views this non-GAAP measure as useful to investors as it provides a supplemental measure of the Company’s performance over time.

Adjusted net income: We define Adjusted net income as U.S. GAAP Net income adjusted for amortization of intangible assets, restructuring expenses and operating model optimization initiatives, costs incurred in connection with our establishment as a standalone public company (“Separation-related costs”), other adjustments (conversion of stock-based awards, stock-based awards granted to individuals employed by Kenvue as of October 2, 2023 (“Founder Shares”), and the impact of the deferred transfer of certain assets and liabilities from Johnson & Johnson in certain jurisdictions (the “Deferred Markets”)), and their related tax impacts (i.e. special items). Adjusted net income excludes the impact of items that may obscure trends in our underlying performance. Management believes this non-GAAP measure is useful to investors as the Company uses Adjusted net income for strategic decision making, forecasting future results, and evaluating current performance.

Organic sales: We define Organic sales as U.S. GAAP Net sales excluding the impact of changes in foreign currency exchange rates and the impact of acquisitions and divestitures. We report changes in Organic sales on a period-over-period basis. Management believes reporting period-over-period changes in Organic sales provides investors with additional, supplemental information that is useful in assessing the Company’s results of operations by excluding the impact of certain items that we believe do not directly reflect our underlying operations.



Cautions Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Company intends that such forward-looking statements be subject to the safe harbors created thereby. All statements, other than statements of historical facts, included in this press release are forward-looking statements. Such forward-looking statements include statements regarding the review of strategic alternatives conducted by the Board and the outcome and timing of the review process. Future events and actual results could differ materially from those set forth in, contemplated or suggested by, or underlying the forward-looking statements. There can be no assurances that results described in forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties, including, but not limited to: the inability to execute on the Company’s business development strategy; inflation and other economic factors, such as interest rate and currency exchange rate fluctuations, as well as existing or proposed tariffs and other constraints on trade both in the U.S. and in foreign markets; the ability to successfully manage local, regional, or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to effect any expected share repurchases and dividend payments; the Company’s ability to maintain satisfactory credit ratings and access capital markets, which could adversely affect its liquidity, capital position, and borrowing costs; competition, including technological advances, new products, and intellectual property attained by competitors; challenges inherent in new product research and development; uncertainty of commercial success for new and existing products and digital capabilities; challenges to intellectual property protections including counterfeiting; the ability of the Company to successfully execute strategic plans, including Our Vue Forward and other restructuring or cost-saving initiatives; the impact of business combinations and divestitures, including any ongoing or future transactions; manufacturing difficulties or delays, internally or within the supply chain; product efficacy or safety concerns resulting in product recalls or regulatory action; significant adverse litigation or government action, including related to product liability claims; changes to applicable laws and regulations and other requirements imposed by stakeholders; changes in behavior and spending patterns of consumers; natural disasters, acts of war, or terrorism, catastrophes, or epidemics, pandemics, or other disease outbreaks; financial instability of international economies and legal systems and sovereign risk; the inability to realize the benefits of the separation from the Company’s former parent, Johnson & Johnson, and the risk of disruption or unanticipated costs in connection with the separation; the outcome and timing of the strategic review process, which may be suspended or modified at any time; the possibility that the Company may decide not to undertake a strategic alternative following the Board’s strategic review process; the Company’s inability to consummate any proposed strategic alternative resulting from the strategic review due to, among other things, market, regulatory and other factors; the potential for disruption to the Company’s business resulting from the strategic review process; and potential adverse effects on the Company’s stock price from the announcement, suspension or consummation of the strategic review process and the results thereof. Other important factors that could cause the Company’s actual results to differ materially from those in its forward-looking statements include those discussed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in the “Risk Factors” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings with the SEC. Any forward-looking statements made by the Company in this press release speak only as of the date on which they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Financial Disclosure Advisory

All financial data in this press release is preliminary and represents the most current information available to the Company’s management, as financial closing procedures for the quarter ended June 29, 2025 are not yet complete. These estimates are not a comprehensive statement of the Company’s financial results for the quarter ended June 29, 2025 and actual results may differ from these estimates as a result of the completion of normal quarter-end accounting procedures and adjustments, including the preparation and review of the Company’s financial statements for the quarter ended June 29, 2025 and the subsequent occurrence or identification of events prior to the formal issuance of our second quarter financial results.



The following table presents a reconciliation of the change in preliminary Net sales, as reported, to the change in preliminary Organic sales, a non-GAAP measure, for the period presented:

               
Fiscal Three Months Ended June 29, 2025 vs June 30, 2024
  
    Net Sales           Impact of     Acquisitions        
(Unaudited; Dollars in Millions)
  
June 29, 2025
    
June 30, 2024
    
Reported Net
Sales Change
    
Foreign
Currency
    
and
Divestitures
    
Total Organic
Sales Change
  
Total
  
$
3,839
    
$
4,000
    
$
(161)
  
 (4.0)
%
    
0.3
%
    
(0.1)
%
    
(4.2
)%

The following table presents a reconciliation of preliminary Net income, as reported, to preliminary Adjusted net income, a non-GAAP measure, for the period presented:

   
Fiscal Three
Months Ended
  
(Unaudited; Dollars in Millions)
  
June 29, 2025
  
Net Income
  

$396 — $428
  
Adjustments:
        
Amortization of intangible assets
    
64
  
Restructuring expenses and operating model optimization initiatives
    
68
  
Separation-related costs
    
24
  
Tax impact on special item adjustments
    
(28)

Other
     12
 
Adjusted net income (non-GAAP)
  

$536 — $568
  

The following table presents a reconciliation of preliminary Diluted earnings per share, as reported, to preliminary Adjusted diluted earnings per share, a non-GAAP measure, for the period presented:

   
Fiscal Three
Months Ended
  
(Unaudited)
  
June 29, 2025
  
Diluted earnings per share
  

$0.21 — $0.22
  
Adjustments:
        
Amortization of intangible assets
    
0.03
  
Restructuring expenses and operating model optimization initiatives
    
0.04
  
Separation-related costs
    
0.01
  
Tax impact on special item adjustments
    
(0.01)

Adjusted diluted earnings per share (non-GAAP)
  

$0.28 — $0.29
  


Contacts

Investor Relations:
Sofya Tsinis
Kenvue_IR@kenvue.com

Media Relations:
Melissa Witt
media@kenvue.com