Kenvue (KVUE) risk factors, FY2025 10-K

Kenvue's FY2025 10-K, filed Feb 20, 2026, lists 77 risk factors in 7 groups. Against the prior year's 66: 23 new, 12 dropped, 26 substantially reworded.

Risk factors listed
777 groups
New this year
23vs 66 last year
Dropped
12since the prior 10-K
Substantially reworded
26of those kept
Section length
29k wordsItem 1A

What the changes say

  • The proposed Kimberly-Clark transaction dominates the new risks, from closing conditions and regulatory approvals to integration and employee retention.
  • Legacy Separation, acquisition, trading-market, and takeover risks were removed from the disclosed list.
  • Product-safety, talc, privacy, cybersecurity, global operations, and war risks largely remain, with few substantive wording changes.

What changed since the prior 10-K

New

  • NewRisks Related to the Proposed Transaction with K-C

    Failure to consummate the Proposed Transaction, or a delay in the consummation of the Proposed Transaction, could negatively impact our business, results of operations, financial condition, and stock price

    The Kimberly-Clark transaction could be delayed or fail because required approvals, Nasdaq listing, representations, or contractual obligations are not satisfied.

  • NewRisks Related to the Proposed Transaction with K-C

    Uncertainties associated with the Proposed Transaction may cause a loss of our or K-C’s management and other key employees, which could adversely affect the future business and operations of the combined company following the Proposed Transaction

    Transaction uncertainty could cause Kenvue or Kimberly-Clark to lose key employees, customers, expertise, and anticipated merger benefits.

  • NewRisks Related to the Proposed Transaction with K-C

    Holders of our common stock will have a significantly reduced ownership and voting interest in the combined company after the Proposed Transaction and will therefore have less voting influence over the combined company

    Kenvue shareholders are expected to own about 46% of the combined company, reducing their voting influence versus current ownership.

  • NewRisks Related to the Proposed Transaction with K-C

    Litigation against us or K-C, or the members of our or K-C’s board of directors, could prevent or delay the completion of the Proposed Transaction

    Shareholder lawsuits against Kenvue, Kimberly-Clark, or their directors could delay the transaction, increase costs, and divert management.

  • NewRisks Related to the Proposed Transaction with K-C

    The Merger Agreement restricts our ability to pursue alternatives to the Proposed Transaction

    Merger-agreement no-shop provisions prevent Kenvue from soliciting or negotiating alternative acquisition proposals.

  • NewRisks Related to the Proposed Transaction with K-C

    The need for regulatory approvals may delay the date of completion of the Proposed Transaction or may diminish the benefits of the Proposed Transaction

    Regulators could delay, block, or condition the transaction, including through divestitures or restrictions that reduce the combined company’s revenues or increase costs.

  • NewRisks Related to the Proposed Transaction with K-C

    If the Proposed Transaction fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, our shareholders may be required to pay additional U.S. federal income taxes

    If the transaction does not qualify as an Internal Revenue Code Section 368(a) reorganization, Kenvue shareholders could owe additional U.S. federal income taxes.

  • NewRisks Related to the Proposed Transaction with K-C

    Our business operations may be subject to disruption due to uncertainties associated with the Proposed Transaction, which could adversely affect our or the combined company’s business, financial condition, cash flows, and results of operations pending and following the Proposed Transaction

    Transaction uncertainty could disrupt relationships with customers, distributors, suppliers, vendors, landlords, and other partners, undermining operations and expected merger savings.

  • NewRisks Related to the Proposed Transaction with K-C

    If the Proposed Transaction is consummated, its completion is expected to trigger change-in-control or other provisions in certain agreements to which we or K-C is a party

    The transaction could trigger contract terminations, damages, renegotiations, consent fees, and additional change-in-control payments to directors and executives.

  • NewRisks Related to the Proposed Transaction with K-C

    Failure to integrate our and K-C’s businesses and operations successfully in the expected time frame may adversely affect the future results of the combined company

    Kenvue and Kimberly-Clark may integrate slowly or unsuccessfully, causing employee and customer losses, operational disruption, unknown liabilities, and higher costs.

  • NewRisks Related to the Proposed Transaction with K-C

    The Merger Agreement subjects us to restrictions on our business activities prior to the effective time of the Proposed Transaction

    Merger-agreement restrictions may prevent Kenvue from pursuing attractive corporate transactions or other business opportunities before closing.

  • NewRisks Related to the Proposed Transaction with K-C

    We have incurred, and will continue to incur, significant costs in connection with the Proposed Transaction, which may be in excess of those we anticipated

    Transaction and integration expenses, including advisory fees, retention, severance, filing, and debt-restructuring costs, could exceed expectations even if the deal fails.

  • NewRisks Related to the Proposed Transaction with K-C

    The Proposed Transaction may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants, and other business counterparties and may result in the termination of existing contracts

  • NewRisks Related to Our Business and Industry

    regulatory action, reputational damage, product recalls, product reformulations, or product withdrawals, which could adversely affect us.”

  • NewRisks Related to Our Business and Industry

    health and safety because of the conditions under which they are manufactured, which are often in unregulated, unlicensed, uninspected, and unsanitary sites, as well as the lack of regulation of and information about their contents

  • NewRisks Related to Government Regulation and Legal Proceedings

    internal testing identified low levels of benzene in some samples of the products, though based on exposure modeling and the EPA’s framework, daily exposure to benzene in the recalled products would not be expected to cause adverse health consequences

  • NewRisks Related to Government Regulation and Legal Proceedings

    which could result in lost sales, damage our reputation or our brands, or otherwise adversely affect our business, results of operations, or financial condition

  • NewRisks Related to Government Regulation and Legal Proceedings

    jurisdictions in which we operate, and privacy enforcement by governmental authorities globally, particularly on data localization requirements and international data flows, has increased in recent years

  • NewRisks Related to Our Relationship with J&J

    Our continued use of legacy J&J branding, including the “Johnson’s®” brand, could adversely affect our reputation

  • NewRisks Related to Our Relationship with J&J

    operations in China were not transferred to us prior to the end of fiscal year 2025. For more information on the Separation Agreement, see Note 12, “Relationship with J&J,” to the Consolidated Financial Statements included herein and our 2025 Proxy Statement

  • NewRisks Related to Ownership of Our Common Stock

    We cannot predict the prices at which shares of our common stock may trade

  • NewRisks Related to Ownership of Our Common Stock

    Kenvue 2023 Plan (as defined in Note 11, “Stock-Based Compensation,” to the Consolidated Financial Statements included herein). Any such issuance could result in substantial dilution to our existing shareholders

  • NewRisks Related to Ownership of Our Common Stock

    Our amended and restated Certificate of Incorporation provides exclusive forum provisions, which could limit our shareholders’ abilities to obtain a favorable judicial forum and may impose additional costs on shareholders in pursuing certain claims against us and discourage lawsuits with respect to such claims

Dropped

  • DroppedRisks Related to Our Business and Industry

    We have pursued, and expect to continue to pursue, acquisitions and divestitures, which exposes us to additional risks that could adversely affect us

  • DroppedRisks Related to Our Operations

    manufacturing facility, or supplier could nonetheless have an adverse effect on our business, results of operations, or financial condition

  • DroppedRisks Related to Our Operations

    supply chain attacks on companies generally and our interdependency on third-party partners increase the potential for supply disruptions and service outages

  • DroppedRisks Related to Our Operations

    health, and safety laws and regulations, and the impact of any obligations under these laws and regulations could adversely affect us.”

  • DroppedRisks Related to Government Regulation and Legal Proceedings

    In addition, our affiliate Johnson & Johnson Consumer Inc., now known as Kenvue Brands LLC (“New JJCI”), has been named in cases alleging that prenatal exposure to Tylenol®, an acetaminophen product, is associated with the development of autism spectrum disorder and attention-deficit/hyperactivity disorder in children

  • DroppedRisks Related to Government Regulation and Legal Proceedings

    We cannot predict with certainty the amount or timing of Talc-Related Liabilities that LTL or J&J will be required to pay, whether in connection with the bankruptcy proceedings or otherwise

  • DroppedRisks Related to Government Regulation and Legal Proceedings

    which the law change is enacted. For additional information, see Note 14, “Income Taxes,” to the Consolidated Financial Statements included herein

  • DroppedRisks Related to Our Relationship with J&J

    If we fail to fully achieve some or all of the benefits expected to result from the Separation, or if the benefits are delayed, our business, results of operations, or financial condition could be adversely affected

  • DroppedRisks Related to Our Relationship with J&J

    We may be affected by significant restrictions, including on our ability to engage in certain corporate transactions, for a two-year period after the Exchange Offer, in order to avoid triggering significant tax-related liabilities

  • DroppedRisks Related to Ownership of Our Common Stock

    We cannot be certain that an active trading market for our common stock will be sustained

    Future acquisitions and divestitures could create integration, management, and financial risks.

  • DroppedRisks Related to Ownership of Our Common Stock

    The market price of shares of our common stock may be highly volatile and fluctuate significantly due to a number of factors, some of which may be beyond our control

  • DroppedRisks Related to Ownership of Our Common Stock

    Certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws, and of Delaware law, may prevent or delay an acquisition of us, which could decrease the trading price of our common stock

Reworded

  • 90% rewrittenRisks Related to Our Business and Industry

    marketing efforts, and our operations will be accepted or successful in any particular market, and it is possible that positive returns on our investments in a market will not be achieved for several years, or at all

    The risk now emphasizes that expanding global operations increases the variety and magnitude of worldwide risks, rather than separately stressing competitive sales outside the United States.

    Was: marketing efforts will be successful in any particular market, and it is possible that positive returns on our investments in a market will not be achieved

  • 84% rewrittenRisks Related to Our Relationship with J&J

    The transfer of certain assets and liabilities from J&J to us contemplated by the Separation has not been completed and may be significantly delayed or not occur at all

    The heading now emphasizes that deferred non-U.S. asset and liability transfers could be significantly delayed or never occur.

  • 83% rewrittenRisks Related to Our Operations

    An information security incident, including a cybersecurity breach, or the failure of an information technology or operational technology system owned or operated by us or a third party, could adversely affect us

    The technology-systems description was streamlined, without a substantive change to the cybersecurity and system-failure threat.

  • 67% rewrittenRisks Related to Financial and Economic Market Conditions

    Acts of war, military actions, terrorist attacks, or civil unrest could adversely affect us

    The Russia-Ukraine War example was removed; the general consequences of war, terrorism, sanctions, supply disruption, and civil unrest remain.

  • 66% rewrittenRisks Related to Government Regulation and Legal Proceedings

    A breach of privacy laws or unauthorized access, loss, or misuse of personal data could adversely affect us

    The cross-reference was updated from challenges implementing the digital strategy to facing those challenges, with no substantive risk change.

  • 66% rewrittenRisks Related to Ownership of Our Common Stock

    Your percentage ownership in us may be diluted in the future

    The dilution risk remains substantially the same, covering future share, convertible-security, and equity-award issuance.

  • 61% rewrittenRisks Related to Government Regulation and Legal Proceedings

    Legal proceedings related to talc or talc-containing products, such as Johnson’s® Baby Powder, sold outside the United States and Canada and other risks and uncertainties related to talc or talc-containing products could adversely affect us

    The disclosed talc litigation description appears substantively unchanged, continuing to focus on Johnson’s Baby Powder claims and government inquiries.

  • 60% rewrittenRisks Related to Government Regulation and Legal Proceedings

    Concerns about the reliability, safety, or efficacy of our products or their ingredients could result in litigation, regulatory action, reputational damage, product recalls, product reformulations, or product withdrawals, which could adversely affect us

    The potential product-safety consequences now expressly include marketing prohibitions, alongside investigations, recalls, reformulations, shortages, and reputational damage.

  • 60% rewrittenRisks Related to Government Regulation and Legal Proceedings

    Changes in tax laws or exposures to additional tax liabilities could adversely affect us

  • 52% rewrittenRisks Related to Our Business and Industry

    We cannot predict with certainty when or whether we will be able to develop products and technologies, or otherwise license or acquire new products and technologies, and whether they will be commercially successful

  • 49% rewrittenRisks Related to Our Business and Industry

    An inability to successfully expand our global operations could adversely affect our business, results of operations, or financial condition

  • 42% rewrittenRisks Related to Ownership of Our Common Stock

    We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends

  • 42% rewrittenRisks Related to Our Operations

    We may not fully realize the expected cost savings and/or operating efficiencies associated with our restructuring programs or our strategic initiatives, which could adversely affect us

    Was: We may not fully realize the expected cost savings and/or operating efficiencies associated with our restructuring programs, including the 2024 Multi-Year Restructuring Initiative, or our strategic initiatives, which could adversely affect us

  • 41% rewrittenRisks Related to Our Operations

    Our business depends on our ability to attract and retain talented, highly skilled employees who represent our consumers and on the succession of our senior management

    Was: Our business depends on our ability to attract and retain talented, highly skilled employees who reflect our consumers and on the succession of our senior management

  • 40% rewrittenRisks Related to Our Operations

    Climate change, or legal, regulatory, or market measures to address climate change, could adversely affect us

  • 36% rewrittenRisks Related to Financial and Economic Market Conditions

    We face a variety of risks associated with conducting business around the world, including foreign currency fluctuations, and these risks will increase as we continue to expand our global operations

  • 35% rewrittenRisks Related to Our Business and Industry

    Counterfeit, intellectual-property-infringing, or other unauthorized versions (“Counterfeit Copies”) of our products, particularly in our OTC business, could harm consumers and adversely affect us

  • 35% rewrittenRisks Related to Our Operations

    We rely on third parties in many aspects of our business, including to manufacture certain of our products, which exposes us to additional risks that could adversely affect us

  • 35% rewrittenRisks Related to Our Operations

    Increasing scrutiny, emerging legal requirements, and rapidly evolving expectations from stakeholders regarding sustainability matters could adversely affect us

    Was: Increasing scrutiny, emerging legal requirements, and rapidly evolving expectations from stakeholders regarding ESG matters could adversely affect us

  • 33% rewrittenRisks Related to Our Operations

    Disruptions to our manufacturing or supplier operations could adversely affect us

  • 32% rewrittenRisks Related to Government Regulation and Legal Proceedings

    We are, and could become, subject to significant legal proceedings and governmental or regulatory investigations that may result in significant expenses, fines, and reputational damage

    Was: We are, and could become, subject to significant legal proceedings and regulatory investigations that may result in significant expenses, fines, and reputational damage

  • 28% rewrittenRisks Related to Our Relationship with J&J

    We may not achieve some or all of the expected benefits of the Separation, and the Separation could adversely affect us

  • 25% rewrittenRisks Related to Our Relationship with J&J

    We have incurred and continue to incur charges in connection with the Separation and incremental costs as an independent, publicly traded company

    Was: We have incurred and continue to incur significant charges in connection with the Separation and incremental costs as an independent, publicly traded company

  • 24% rewrittenRisks Related to Our Operations

    Volatility in the cost or availability of raw materials and other inputs for our products, including due to military conflicts, has adversely affected, and could in the future continue to adversely affect us

  • 23% rewrittenRisks Related to Our Business and Industry

    If we are unable to anticipate, understand, and respond appropriately to market trends and rapidly changing consumer and customer preferences in a timely manner, we could be adversely affected

  • 22% rewrittenRisks Related to Our Relationship with J&J

    J&J may fail to perform under the Transition Agreements, or we may fail to have replacement arrangements in place when these agreements expire

All 77 risk factors

Headings as the filing states them, in filing order.

Risks Related to the Proposed Transaction with K-C

  1. 01Failure to consummate the Proposed Transaction, or a delay in the consummation of the Proposed Transaction, could negatively impact our business, results of operations, financial condition, and stock priceNew
  2. 02Uncertainties associated with the Proposed Transaction may cause a loss of our or K-C’s management and other key employees, which could adversely affect the future business and operations of the combined company following the Proposed TransactionNew
  3. 03Holders of our common stock will have a significantly reduced ownership and voting interest in the combined company after the Proposed Transaction and will therefore have less voting influence over the combined companyNew
  4. 04Litigation against us or K-C, or the members of our or K-C’s board of directors, could prevent or delay the completion of the Proposed TransactionNew
  5. 05The Merger Agreement restricts our ability to pursue alternatives to the Proposed TransactionNew
  6. 06The need for regulatory approvals may delay the date of completion of the Proposed Transaction or may diminish the benefits of the Proposed TransactionNew
  7. 07If the Proposed Transaction fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, our shareholders may be required to pay additional U.S. federal income taxesNew
  8. 08Our business operations may be subject to disruption due to uncertainties associated with the Proposed Transaction, which could adversely affect our or the combined company’s business, financial condition, cash flows, and results of operations pending and following the Proposed TransactionNew
  9. 09If the Proposed Transaction is consummated, its completion is expected to trigger change-in-control or other provisions in certain agreements to which we or K-C is a partyNew
  10. 10Failure to integrate our and K-C’s businesses and operations successfully in the expected time frame may adversely affect the future results of the combined companyNew
  11. 11The Merger Agreement subjects us to restrictions on our business activities prior to the effective time of the Proposed TransactionNew
  12. 12We have incurred, and will continue to incur, significant costs in connection with the Proposed Transaction, which may be in excess of those we anticipatedNew
  13. 13The Proposed Transaction may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants, and other business counterparties and may result in the termination of existing contractsNew

Risks Related to Our Business and Industry

  1. 14Our brands are critical to our success, and damage to our reputation or our brands could adversely affect us
  2. 15We operate in highly competitive product markets and competitive pressures could adversely affect us
  3. 16If we are unable to anticipate, understand, and respond appropriately to market trends and rapidly changing consumer and customer preferences in a timely manner, we could be adversely affected23% rewritten
  4. 17If our marketing efforts are not successful, we could be adversely affected
  5. 18An inability to successfully expand our global operations could adversely affect our business, results of operations, or financial condition49% rewritten
  6. 19marketing efforts, and our operations will be accepted or successful in any particular market, and it is possible that positive returns on our investments in a market will not be achieved for several years, or at all90% rewritten
  7. 20We face challenges implementing our digital strategy, which could adversely affect us
  8. 21Uncertainty in the development, deployment, use, and regulation of artificial intelligence in our internal processes, manufacturing operations, products and services, as well as our business more broadly, could adversely affect us
  9. 22The rapidly changing retail landscape, including our increasing dependence on key customers in developed markets, changes in the policies of our customers, and e-commerce and other alternative retail channels, could adversely affect us
  10. 23We cannot predict with certainty when or whether we will be able to develop products and technologies, or otherwise license or acquire new products and technologies, and whether they will be commercially successful52% rewritten
  11. 24regulatory action, reputational damage, product recalls, product reformulations, or product withdrawals, which could adversely affect us.”New
  12. 25Counterfeit, intellectual-property-infringing, or other unauthorized versions (“Counterfeit Copies”) of our products, particularly in our OTC business, could harm consumers and adversely affect us35% rewritten
  13. 26health and safety because of the conditions under which they are manufactured, which are often in unregulated, unlicensed, uninspected, and unsanitary sites, as well as the lack of regulation of and information about their contentsNew

Risks Related to Our Operations

  1. 27We rely on third parties in many aspects of our business, including to manufacture certain of our products, which exposes us to additional risks that could adversely affect us35% rewritten
  2. 28Disruptions to our manufacturing or supplier operations could adversely affect us33% rewritten
  3. 29Disruptions to our distribution operations could adversely affect our ability to deliver our products to consumers and customers
  4. 30Volatility in the cost or availability of raw materials and other inputs for our products, including due to military conflicts, has adversely affected, and could in the future continue to adversely affect us24% rewritten
  5. 31If we are unable to accurately forecast demand for our products, we could be adversely affected
  6. 32We may not fully realize the expected cost savings and/or operating efficiencies associated with our restructuring programs or our strategic initiatives, which could adversely affect us42% rewritten
  7. 33An information security incident, including a cybersecurity breach, or the failure of an information technology or operational technology system owned or operated by us or a third party, could adversely affect us83% rewritten
  8. 34Our business depends on our ability to attract and retain talented, highly skilled employees who represent our consumers and on the succession of our senior management41% rewritten
  9. 35Labor disputes, strikes, work stoppages, or other labor relations matters could adversely affect us
  10. 36Climate change, or legal, regulatory, or market measures to address climate change, could adversely affect us40% rewritten
  11. 37Increasing scrutiny, emerging legal requirements, and rapidly evolving expectations from stakeholders regarding sustainability matters could adversely affect us35% rewritten
  12. 38Insurance coverage, even where available, may not be sufficient to cover losses we may incur
  13. 39Significant product returns or refunds could adversely affect us

Risks Related to Government Regulation and Legal Proceedings

  1. 40We are subject to a broad range of laws and regulations in the United States and globally, and compliance with or enforcement actions related to these laws and regulations could adversely affect us
  2. 41We are, and could become, subject to significant legal proceedings and governmental or regulatory investigations that may result in significant expenses, fines, and reputational damage32% rewritten
  3. 42Concerns about the reliability, safety, or efficacy of our products or their ingredients could result in litigation, regulatory action, reputational damage, product recalls, product reformulations, or product withdrawals, which could adversely affect us60% rewritten
  4. 43internal testing identified low levels of benzene in some samples of the products, though based on exposure modeling and the EPA’s framework, daily exposure to benzene in the recalled products would not be expected to cause adverse health consequencesNew
  5. 44which could result in lost sales, damage our reputation or our brands, or otherwise adversely affect our business, results of operations, or financial conditionNew
  6. 45Legal proceedings related to talc or talc-containing products, such as Johnson’s® Baby Powder, sold outside the United States and Canada and other risks and uncertainties related to talc or talc-containing products could adversely affect us61% rewritten
  7. 46We may not be able to successfully establish, maintain, protect, and enforce intellectual property rights that are, in the aggregate, material to our business
  8. 47A breach of privacy laws or unauthorized access, loss, or misuse of personal data could adversely affect us66% rewritten
  9. 48jurisdictions in which we operate, and privacy enforcement by governmental authorities globally, particularly on data localization requirements and international data flows, has increased in recent yearsNew
  10. 49Our extensive operations and business activity throughout the world expose us to a variety of laws and regulations related to anti-corruption and human rights, and the impact of any obligations related to these laws and regulations could adversely affect us
  11. 50We are subject to a broad range of environmental, health, and safety laws and regulations, and the impact of any obligations under these laws and regulations could adversely affect us
  12. 51Changes in tax laws or exposures to additional tax liabilities could adversely affect us60% rewritten

Risks Related to Financial and Economic Market Conditions

  1. 52We face a variety of risks associated with conducting business around the world, including foreign currency fluctuations, and these risks will increase as we continue to expand our global operations36% rewritten
  2. 53Acts of war, military actions, terrorist attacks, or civil unrest could adversely affect us67% rewritten
  3. 54Uncertain or unfavorable economic or market conditions could adversely affect us
  4. 55Impairment of our goodwill and other intangible assets would result in a reduction in net income
  5. 56Changes to our credit ratings or disruptions in credit markets or to our banking partners may reduce our access to credit or overall liquidity

Risks Related to Our Relationship with J&J

  1. 57Our historical financial information included herein may not necessarily reflect the results that we would have achieved as an independent, publicly traded company or may not be a reliable indicator of our future results
  2. 58We may not achieve some or all of the expected benefits of the Separation, and the Separation could adversely affect us28% rewritten
  3. 59Our continued use of legacy J&J branding, including the “Johnson’s®” brand, could adversely affect our reputationNew
  4. 60We have incurred and continue to incur charges in connection with the Separation and incremental costs as an independent, publicly traded company25% rewritten
  5. 61The transfer of certain assets and liabilities from J&J to us contemplated by the Separation has not been completed and may be significantly delayed or not occur at all84% rewritten
  6. 62operations in China were not transferred to us prior to the end of fiscal year 2025. For more information on the Separation Agreement, see Note 12, “Relationship with J&J,” to the Consolidated Financial Statements included herein and our 2025 Proxy StatementNew
  7. 63The transfer of certain contracts and other assets and rights from J&J to us may require the consents or approvals of third parties and governmental authorities, and failure to obtain these consents or approvals could adversely affect us
  8. 64J&J may fail to perform under the Transition Agreements, or we may fail to have replacement arrangements in place when these agreements expire22% rewritten
  9. 65Potential indemnification obligations to J&J in connection with the Separation could adversely affect us
  10. 66In connection with the Separation, J&J agreed to indemnify us for certain liabilities. However, we cannot assure you that the indemnity will be sufficient to protect us against the full amount of such liabilities or that J&J’s ability to satisfy its indemnification obligation will not be impaired in the future
  11. 67We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with J&J

Risks Related to Ownership of Our Common Stock

  1. 68We cannot predict the prices at which shares of our common stock may tradeNew
  2. 69If we are unable to maintain effective internal control over financial reporting in the future, investors could lose confidence in the accuracy and completeness of our financial reports and the market price of shares of our common stock could be adversely affected
  3. 70We are directly subject to reporting and other obligations under the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations of the SEC and the NYSE
  4. 71Your percentage ownership in us may be diluted in the future66% rewritten
  5. 72Kenvue 2023 Plan (as defined in Note 11, “Stock-Based Compensation,” to the Consolidated Financial Statements included herein). Any such issuance could result in substantial dilution to our existing shareholdersNew
  6. 73We have debt obligations that could adversely affect us
  7. 74We are a holding company and our only material assets are our equity interests in our subsidiaries. As a consequence, we depend on the ability of our subsidiaries to pay dividends and make other payments and distributions to us in order to meet our obligations
  8. 75We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends42% rewritten
  9. 76If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could be adversely affected, resulting in a decrease in the market price of shares of our common stock
  10. 77Our amended and restated Certificate of Incorporation provides exclusive forum provisions, which could limit our shareholders’ abilities to obtain a favorable judicial forum and may impose additional costs on shareholders in pursuing certain claims against us and discourage lawsuits with respect to such claimsNew

Other Kenvue 10-Ks

  • FY2024 10-K risk factors
    66 risks

    Kenvue faces heavy litigation risks tied to talc and Tylenol products.

    Filed Feb 24, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.