KVUE

• Net sales increased 3.0% to $3.8 billion in Q2 2026, with organic sales up 1.6%.
• Diluted EPS rose 9% to $0.24; adjusted diluted EPS rose 7% to $0.31.
• Company will not provide forward-looking guidance due to pending Kimberly-Clark acquisition.
• FDA approved Tylenol with Naproxen, first OTC fixed-dose combination of acetaminophen and naproxen sodium.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Kenvue Inc. held its 2026 Annual Meeting of Shareholders on May 21, 2026.
• Shareholders approved, on a non-binding advisory basis, named executive officer compensation with 1,449,179,584 votes for.
• Shareholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 with 1,619,846,087 votes for.
• The report was filed under Item 5.07 to disclose the final voting results of the matters submitted to a shareholder vote.

5.07 Submission of Matters to a Vote of Security Holders

• Diluted EPS rose 47% to $0.25 from $0.17; adjusted diluted EPS rose 33% to $0.32 from $0.24.
• Gross profit margin expanded to 58.9% from 58.0%; adjusted gross profit margin expanded to 60.8% from 60.0%.
• Operating income margin expanded to 19.6% from 14.9%; adjusted operating income margin expanded to 24.0% from 19.8%.
• Due to the pending Kimberly-Clark transaction, the company is not providing forward-looking guidance and will not host a conference call.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Amit Banati will step down as Chief Financial Officer effective May 12, 2026.
• Heather Howlett, current Chief Accounting Officer, will serve as interim CFO and Chief Accounting Officer starting May 12, 2026.
• Howlett's fiscal 2026 compensation includes a base salary of $544,116, target bonus of $299,264, and equity award of $420,000.
• The offer letter is attached as Exhibit 10.1 to the Form 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Q4 2025 net sales increased 3.2% year-over-year, with organic sales growth of 1.2% and a foreign currency benefit of 2.1%.
• Full year 2025 net sales decreased 2.1%, with organic sales decline of 2.2%.
• Full year 2025 diluted EPS was $0.76, and adjusted diluted EPS was $1.08.
• Board approved a restructuring initiative expected to reduce global workforce by ~3.5% and incur ~$250 million in pre-tax charges in fiscal 2026.

2.02 Results of Operations and Financial Condition · 2.05 Costs Associated with Exit or Disposal Activities · 9.01 Financial Statements and Exhibits

• On February 10, 2026, Amit Banati notified Kenvue Inc. that he will resign as Chief Financial Officer, effective May 12, 2026.
• Kenvue intends to appoint an interim principal financial officer before Banati's departure, due to its pending transaction with Kimberly-Clark Corporation.
• Banati will work with the leadership, financial, and accounting teams on transition matters over the next three months.

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

• The Merger Proposal was approved with 1,489,923,158 votes for, 7,467,731 against, and 3,274,116 abstentions.
• The non-binding advisory compensation proposal was approved with 1,465,779,826 votes for, 29,007,140 against, and 5,878,039 abstentions.
• Approximately 78.32% of outstanding shares were present or represented by proxy, constituting a quorum.
• The transaction is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions.

5.07 Submission of Matters to a Vote of Security Holders · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Multiple stockholder lawsuits were filed against Kenvue and its board, alleging omitted material information in the merger proxy disclosures.
• The supplemental disclosures include details about the strategic review committee, non-disclosure agreements, and financial advisor relationships.
• Kenvue's board continues to unanimously recommend stockholders vote 'FOR' the merger proposals at the January 29, 2026 special meeting.
• The company stated the supplemental disclosures are not an admission of legal necessity or materiality.

8.01 Other Events