Kenvue (KVUE) - 2026 Q2 - Quarterly Report

Cautionary Note Regarding Forward-Looking Statements Forward-looking statements are subject to numerous business, operational, and legal risks and uncertainties - Forward-looking statements are subject to risks and uncertainties, including global expansion, competitive pressure, product reliability, supply chain disruptions, and regulatory actions[11] - Key risks include the ability to expand globally, respond to competitive pressure (private-label, generics), manage the rapidly changing retail landscape (e-commerce, key retailers), and address product reliability/safety concerns[11] - Other significant risks involve intellectual property rights, negative publicity, manufacturing difficulties, reliance on third-party supply chains, IT system breaches, AI development/regulation, labor disputes, and talent retention[11] - Additional risks include climate change, ESG scrutiny, insurance availability, legal proceedings (talc, Zantac, acetaminophen, phenylephrine, BPO), changes in laws/regulations, tariffs, tax changes, inflation, interest/currency fluctuations, and the impact of the J&J separation[13] Part I—Financial Information This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements (unaudited) This item provides the unaudited condensed consolidated financial statements and accompanying notes Condensed Consolidated Balance Sheets Key Balance Sheet Metrics | Metric | June 29, 2025 (Millions) | December 29, 2024 (Millions) | Change (Millions) | | :-------------------------------- | :----------------------- | :------------------------- | :---------------- | | Total Assets | $27,132 | $25,601 | +$1,531 | | Total Liabilities | $16,402 | $15,933 | +$469 | | Total Stockholders' Equity | $10,730 | $9,668 | +$1,062 | | Cash and cash equivalents | $1,070 | $1,070 | $0 | | Trade receivables, net | $2,331 | $2,165 | +$166 | | Inventories | $1,776 | $1,591 | +$185 | | Goodwill | $9,486 | $8,843 | +$643 | | Long-term debt | $7,057 | $7,055 | +$2 | Condensed Consolidated Statements of Operations Fiscal Three Months Ended | Metric | Fiscal Three Months Ended June 29, 2025 (Millions) | Fiscal Three Months Ended June 30, 2024 (Millions) | Change (Millions) | Change (%) | | :---------------------------------- | :----------------------------------- | :----------------------------------- | :---------------- | :--------- | | Net sales | $3,839 | $4,000 | $(161) | (4.0)% | | Gross profit | $2,261 | $2,365 | $(104) | (4.4)% | | Operating income | $692 | $154 | +$538 | * | | Net income | $420 | $58 | +$362 | * | | Basic EPS | $0.22 | $0.03 | +$0.19 | * | | Diluted EPS | $0.22 | $0.03 | +$0.19 | * | *Calculation not meaningful. Fiscal Six Months Ended | Metric | Fiscal Six Months Ended June 29, 2025 (Millions) | Fiscal Six Months Ended June 30, 2024 (Millions) | Change (Millions) | Change (%) | | :---------------------------------- | :----------------------------------- | :----------------------------------- | :---------------- | :--------- | | Net sales | $7,580 | $7,894 | $(314) | (4.0)% | | Gross profit | $4,429 | $4,607 | $(178) | (3.9)% | | Operating income | $1,250 | $704 | +$546 | 77.6% | | Net income | $742 | $354 | +$388 | * | | Basic EPS | $0.39 | $0.18 | +$0.21 | * | | Diluted EPS | $0.39 | $0.18 | +$0.21 | * | *Calculation not meaningful. Condensed Consolidated Statements of Comprehensive Income (Loss) Fiscal Three Months Ended | Metric | Fiscal Three Months Ended June 29, 2025 (Millions) | Fiscal Three Months Ended June 30, 2024 (Millions) | | :---------------------------------- | :----------------------------------- | :----------------------------------- | | Net income | $420 | $58 | | Other comprehensive income (loss) | $627 | $(160) | | Comprehensive income (loss) | $1,047 | $(102) | Fiscal Six Months Ended | Metric | Fiscal Six Months Ended June 29, 2025 (Millions) | Fiscal Six Months Ended June 30, 2024 (Millions) | | :---------------------------------- | :----------------------------------- | :----------------------------------- | | Net income | $742 | $354 | | Other comprehensive income (loss) | $1,074 | $(458) | | Comprehensive income (loss) | $1,816 | $(104) | - Foreign currency translation significantly impacted other comprehensive income, showing a gain of $613 million (Q2 2025) vs a loss of $(152) million (Q2 2024) and a gain of $1,065 million (H1 2025) vs a loss of $(432) million (H1 2024)[20] Condensed Consolidated Statements of Stockholders' Equity Key Equity Metrics | Metric | June 29, 2025 (Millions) | December 29, 2024 (Millions) | Change (Millions) | | :-------------------------- | :----------------------- | :------------------------- | :---------------- | | Total Stockholders' Equity | $10,730 | $9,668 | +$1,062 | | Additional paid-in capital | $16,288 | $16,130 | +$158 | | Treasury stock | $(369) | $(242) | $(127) | | Accumulated deficit | $(136) | $(93) | $(43) | | Accumulated other comprehensive loss | $(5,072) | $(6,146) | +$1,074 | - Cash dividends of $0.205 per share were paid in Q2 2025, totaling $393 million, and $0.41 per share for H1 2025, totaling $785 million[22] - The company purchased $64 million of treasury stock in Q2 2025 and $127 million in H1 2025[22] Condensed Consolidated Statements of Cash Flows Cash Flow Summary | Metric | Fiscal Six Months Ended June 29, 2025 (Millions) | Fiscal Six Months Ended June 30, 2024 (Millions) | Change (Millions) | Change (%) | | :---------------------------------- | :----------------------------------- | :----------------------------------- | :---------------- | :--------- | | Net cash flows from operating activities | $1,049 | $727 | +$322 | 44.3% | | Net cash flows used in investing activities | $(257) | $(237) | $(20) | 8.4% | | Net cash flows used in financing activities | $(858) | $(816) | $(42) | 5.1% | | Cash and cash equivalents, end of period | $1,070 | $1,014 | +$56 | 5.5% | - The increase in operating cash flows was primarily due to net changes in working capital, driven by accounts payable and accrued liabilities timing and trade receivables[220] - Financing activities included $785 million in dividends paid and $750 million repayment of Senior Notes in H1 2025, partially offset by $746 million from new Senior Notes issuance[224] Notes to Condensed Consolidated Financial Statements Note 1. Description of the Company and Summary of Significant Accounting Policies - Kenvue is a pure-play consumer health company with brands like Aveeno, BAND-AID Brand, Johnson's, Listerine, Neutrogena, Nicorette, Tylenol, and Zyrtec[31] - The company operates in three segments: Self Care (cough, cold, allergy, pain, digestive, smoking cessation, eye care), Skin Health and Beauty (face, body, hair, sun), and Essential Health (oral, baby, women's health, wound care)[31] - Kenvue became a fully independent company from Johnson & Johnson in August 2023, following an IPO in May 2023 and an exchange offer; J&J no longer owns Kenvue common stock after a May 2024 debt-for-equity exchange[33][34] Impairment Charges (2024) | Impairment Charges (Millions) | Fiscal Three Months Ended June 30, 2024 | Fiscal Six Months Ended June 30, 2024 | | :---------------------------- | :-------------------------------------- | :------------------------------------ | | Dr.Ci:Labo asset impairment | $488 | $488 | | Skillman fixed asset impairment | — | $68 | | Other asset impairment | $22 | $22 | | Total impairment charges | $510 | $578 | - No impairment charges were recognized for the fiscal three and six months ended June 29, 2025[40] - Separation-related costs decreased to $24 million for Q2 2025 (from $79 million in Q2 2024) and $62 million for H1 2025 (from $146 million in H1 2024), primarily related to IT disentanglement and legal entity name changes[48] - Research and development expenses were $91 million (Q2 2025) vs $105 million (Q2 2024) and $190 million (H1 2025) vs $205 million (H1 2024)[49] Note 2. Inventories Inventory Components | Inventory Component (Millions) | June 29, 2025 | December 29, 2024 | | :----------------------------- | :------------ | :---------------- | | Raw materials and supplies | $312 | $274 | | Goods in process | $87 | $101 | | Finished goods | $1,377 | $1,216 | | Total inventories | $1,776 | $1,591 | Note 3. Intangible Assets and Goodwill Intangible Assets | Intangible Assets (Millions) | June 29, 2025 (Net) | December 29, 2024 (Net) | | :--------------------------- | :-------------------- | :---------------------- | | Definite-lived intangible assets | $3,929 | $3,771 | | Indefinite-lived intangible assets | $4,875 | $4,703 | | Total intangible assets, net | $8,804 | $8,474 | - No intangible asset impairments were recognized for the fiscal three and six months ended June 29, 2025[67] - For the fiscal three and six months ended June 30, 2024, $479 million in intangible asset impairments were recognized, primarily related to Dr.Ci:Labo definite-lived intangible assets[68] Goodwill by Segment | Goodwill by Segment (Millions) | December 29, 2024 | Currency Translation | June 29, 2025 | | :----------------------------- | :------------------ | :------------------- | :-------------- | | Self Care | $5,054 | $428 | $5,482 | | Skin Health and Beauty | $2,185 | $140 | $2,325 | | Essential Health | $1,604 | $75 | $1,679 | | Total Goodwill | $8,843 | $643 | $9,486 | Note 4. Borrowings Debt Components | Debt Component (Millions) | June 29, 2025 | December 29, 2024 | | :------------------------ | :------------ | :---------------- | | Total debt | $8,610 | $8,607 | | Long-term debt | $7,057 | $7,055 | | Loans and notes payable (current) | $1,553 | $1,552 | - On May 22, 2025, the Company issued $750 million in 4.850% Senior Notes due 2032[71] Interest Expense, Net | Interest Expense, Net (Millions) | Fiscal Three Months Ended June 29, 2025 | Fiscal Three Months Ended June 30, 2024 | Fiscal Six Months Ended June 29, 2025 | Fiscal Six Months Ended June 30, 2024 | | :------------------------------- | :-------------------------------------- | :-------------------------------------- | :------------------------------------ | :------------------------------------ | | Interest expense | $107 | $106 | $214 | $215 | | Interest income | $(13) | $(14) | $(26) | $(28) | | Interest expense, net | $94 | $92 | $188 | $187 | Note 5. Accrued and Other Liabilities Accrued Liabilities | Accrued Liabilities (Millions) | June 29, 2025 | December 29, 2024 | | :----------------------------- | :------------ | :---------------- | | Accrued expenses | $467 | $368 | | Accrued compensation and benefits | $252 | $325 | | Tax indemnification liability | $53 | $82 | | Total accrued liabilities | $1,081 | $1,132 | Other Liabilities | Other Liabilities (Millions) | June 29, 2025 | December 29, 2024 | | :--------------------------- | :------------ | :---------------- | | Accrued income taxes | $208 | $185 | | Operating lease liabilities | $96 | $76 | | Tax indemnification liability | $154 | $143 | | Total other liabilities | $606 | $536 | Note 6. Accumulated Other Comprehensive Loss Changes in AOCI Components | Component (Millions) | March 30, 2025 | Net Current Period OCI (Loss) | June 29, 2025 | | :------------------- | :------------- | :---------------------------- | :------------ | | Foreign Currency Translation | $(5,588) | $613 | $(4,975) | | Employee Benefit Plans | $(133) | $(5) | $(138) | | Derivatives and Hedges | $22 | $19 | $41 | | Total Accumulated Other Comprehensive Loss | $(5,699) | $627 | $(5,072) | - The company recorded a total after-tax change in Accumulated other comprehensive loss of $19 million (Q2 2025) and $17 million (H1 2025) related to its cash flow hedge portfolio, compared to $(12) million (Q2 2024) and $(33) million (H1 2024)[76][77] Note 7. Stock-Based Compensation Stock-Based Compensation Expense | Stock-Based Compensation (Millions) | Fiscal Three Months Ended June 29, 2025 | Fiscal Three Months Ended June 30, 2024 | Fiscal Six Months Ended June 29, 2025 | Fiscal Six Months Ended June 30, 2024 | | :---------------------------------- | :-------------------------------------- | :-------------------------------------- | :------------------------------------ | :------------------------------------ | | Cost of sales | $7 | $27 | $15 | $63 | | Selling, general, and administrative expenses | $30 | $34 | $66 | $79 | | Total stock-based compensation expense | $37 | $61 | $81 | $142 | - The decrease in stock-based compensation expense in 2025 was primarily due to forfeitures of unvested stock-based awards and the vesting of J&J stock-based awards converted to Kenvue awards in the prior period[79] Note 8. Relationship with J&J - Kenvue became fully independent from J&J on August 23, 2023, and J&J ceased to be a related party on that date[81] - Key agreements with J&J include the Separation Agreement, Tax Matters Agreement, Transition Services Agreement, and Transition Manufacturing Agreement[82] - The Transition Services Agreement program was completed in April 2025, with over 2,300 transition services exited[83] - Kenvue generally indemnifies J&J for Kenvue's taxes after the Distribution and for Consumer Health Business taxes prior to Distribution; J&J indemnifies Kenvue for J&J's taxes after Distribution and for J&J's other business taxes prior to Distribution[85] Note 9. Other Operating Expense, Net and Other Expense (Income), Net Other Operating Expense, Net | Other Operating Expense, Net (Millions) | Fiscal Three Months Ended June 29, 2025 | Fiscal Three Months Ended June 30, 2024 | Fiscal Six Months Ended June 29, 2025 | Fiscal Six Months Ended June 30, 2024 | | :-------------------------------------- | :-------------------------------------- | :-------------------------------------- | :------------------------------------ | :------------------------------------ | | Royalty income | $(14) | $(8) | $(18) | $(17) | | Impact of Deferred Markets | $16 | $23 | $28 | $38 | | Total other operating expense, net | $5 | $12 | $18 | $22 | Other Expense (Income), Net | Other Expense (Income), Net (Millions) | Fiscal Three Months Ended June 29, 2025 | Fiscal Three Months Ended June 30, 2024 | Fiscal Six Months Ended June 29, 2025 | Fiscal Six Months Ended June 30, 2024 | | :------------------------------------- | :-------------------------------------- | :-------------------------------------- | :------------------------------------ | :------------------------------------ | | Currency losses (gains) on transactions | $11 | $0 | $17 | $(4) | | Losses on investments | $0 | $0 | $0 | $31 | | Total other expense (income), net | $10 | $(3) | $16 | $25 | Note 10. Income Taxes Effective Income Tax Rate | Effective Income Tax Rate | Fiscal Three Months Ended June 29, 2025 | Fiscal Three Months Ended June 30, 2024 | Fiscal Six Months Ended June 29, 2025 | Fiscal Six Months Ended June 30, 2024 | | :------------------------ | :-------------------------------------- | :-------------------------------------- | :------------------------------------ | :------------------------------------ | | Worldwide effective income tax rate | 28.6% | 10.8% | 29.1% | 28.0% | - The increase in the effective tax rate for Q2 2025 was primarily due to income tax benefits recognized in Q2 2024 from the Dr.Ci:Labo impairment and state deferred tax liability remeasurement, partially offset by fewer unfavorable return-to-provision adjustments in 2025[90] - The company had approximately $199 million of liabilities from unrecognized tax benefits as of June 29, 2025[90] - The impact of enacted legislation related to OECD's Pillar Two is not significant for fiscal year 2024, but future guidance or legislation could have a material effect[92] - The recently signed One Big Beautiful Bill Act (OBBBA) is not expected to have a material impact on the current fiscal year effective tax rate[93] Note 11. Net Income Per Share Net Income Per Share Calculation | Net Income Per Share (Millions, Except Per Share Data) | Fiscal Three Months Ended June 29, 2025 | Fiscal Three Months Ended June 30, 2024 | Fiscal Six Months Ended June 29, 2025 | Fiscal Six Months Ended June 30, 2024 | | :----------------------------------------------------- | :-------------------------------------- | :-------------------------------------- | :------------------------------------ | :------------------------------------ | | Net income | $420 | $58 | $742 | $354 | | Basic weighted-average number of shares outstanding | 1,919 | 1,915 | 1,917 | 1,915 | | Diluted weighted-average number of shares outstanding | 1,928 | 1,920 | 1,927 | 1,920 | | Basic EPS | $0.22 | $0.03 | $0.39 | $0.18 | | Diluted EPS | $0.22 | $0.03 | $0.39 | $0.18 | - The company had 1,918,837,117 shares of common stock outstanding as of June 29, 2025[94] - A significant number of stock options were anti-dilutive and excluded from diluted EPS calculations for both periods[95] Note 12. Fair Value Measurements Financial Assets | Financial Assets (Millions) | June 29, 2025 (Carrying Value) | December 29, 2024 (Carrying Value) | | :-------------------------- | :------------------------------- | :--------------------------------- | | Forward foreign exchange contracts | $99 | $81 | | Cross currency swap contracts | $4 | $71 | | Total assets | $103 | $152 | Financial Liabilities | Financial Liabilities (Millions) | June 29, 2025 (Carrying Value) | December 29, 2024 (Carrying Value) | | :------------------------------- | :------------------------------- | :--------------------------------- | | Forward foreign exchange contracts | $(77) | $(76) | | Cross currency swap contracts | $(117) | $(1) | | Total liabilities | $(194) | $(77) | - All fair value measurements for derivatives are classified as Level 2, based on observable market data[98][99] - The company uses forward foreign exchange contracts for cash flow and fair value hedges, and cross currency swap contracts for net investment hedges[100][103][109][110] Note 13. Commitments and Contingencies - Kenvue is involved in numerous product liability claims and lawsuits, including those related to acetaminophen (Tylenol) and allegations of autism/ADHD in children, with many cases dismissed but appeals filed[120][121] - The company is a defendant in class actions and personal injury lawsuits related to OTC Zantac (ranitidine) products, alleging unsafe NDMA levels and cancer[122][123][124] - Following an FDA advisory committee's conclusion on phenylephrine (PE) effectiveness, Kenvue faces putative class actions in the U.S., Canada, Australia, and New Zealand, alleging false representations[125][126] - Securities class actions and shareholder derivative complaints have been filed against Kenvue and its officers/directors regarding PE disclosures[127][128] - Kenvue is also facing putative class actions related to benzoyl peroxide (BPO) OTC acne products, alleging degradation into benzene[129] - J&J has retained all talc-related liabilities for products sold in the U.S. and Canada and indemnifies Kenvue for these, while Kenvue remains responsible for talc-related liabilities outside these regions[133] Note 14. Segments of Business - Kenvue's segments are Self Care (Cough, Cold, Allergy; Pain Care; Other Self Care), Skin Health and Beauty (Face and Body Care; Hair, Sun, and Other), and Essential Health (Oral Care; Baby Care; Other Essential Health)[136] - Segment adjusted operating income is the key measure used by the CODM to evaluate segment performance, excluding items like depreciation, amortization, separation-related costs, restructuring, impairment, stock-based awards, and unallocated corporate expenses[135] Product Categories as a Percentage of Net Sales | Product Categories (% of Net Sales) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Cough, Cold, and Allergy | 12% | 13% | 14% | 14% | | Pain Care | 12% | 12% | 12% | 12% | | Other Self Care | 17% | 15% | 16% | 17% | | Face and Body Care | 18% | 18% | 18% | 18% | | Hair, Sun, and Other | 9% | 10% | 9% | 9% | | Oral Care | 11% | 11% | 11% | 10% | | Baby Care | 9% | 9% | 9% | 9% | | Other Essential Health | 12% | 12% | 11% | 11% | | Total | 100% | 100% | 100% | 100% | Q2 Segment Performance | Segment Performance (Q2, Millions) | Net Sales (2025) | Net Sales (2024) | Adj. Op. Income (2025) | Adj. Op. Income (2024) | | :--------------------------------- | :--------------- | :--------------- | :--------------------- | :--------------------- | | Self Care | $1,555 | $1,635 | $527 | $534 | | Skin Health and Beauty | $1,059 | $1,103 | $149 | $165 | | Essential Health | $1,225 | $1,262 | $351 | $359 | | Total | $3,839 | $4,000 | $1,027 | $1,058 | H1 Segment Performance | Segment Performance (H1, Millions) | Net Sales (2025) | Net Sales (2024) | Adj. Op. Income (2025) | Adj. Op. Income (2024) | | :--------------------------------- | :--------------- | :--------------- | :--------------------- | :--------------------- | | Self Care | $3,222 | $3,333 | $1,093 | $1,135 | | Skin Health and Beauty | $2,036 | $2,157 | $241 | $311 | | Essential Health | $2,322 | $2,404 | $590 | $623 | | Total | $7,580 | $7,894 | $1,924 | $2,069 | Note 15. Restructuring Expenses and Operating Model Optimization Initiatives - The "2024 Multi-Year Restructuring Initiative" was approved to enhance organizational efficiencies and optimize cost structure, including global workforce reductions and transition to centralized shared services[141] - The initiative is expected to incur approximately $550 million in pre-tax restructuring expenses and other charges, with $275 million planned for each of fiscal years 2024 and 2025[142] Restructuring Expenses | Restructuring Expenses (Millions) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------------------- | :------ | :------ | :------ | :------ | | Restructuring expenses (P&L line item) | $60 | $48 | $120 | $89 | | Total pre-tax restructuring expenses and other charges | $68 | $58 | $135 | $108 | - Expected annualized pre-tax gross cost savings of approximately $350 million are anticipated to be fully realized starting in fiscal year 2026, with savings largely reinvested in growth opportunities[230] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of financial performance, condition, liquidity, and capital resources Overview Company Overview - Kenvue is the world's largest pure-play consumer health company by revenue, with $15.5 billion in Net sales in fiscal year 2024[147] - The company's portfolio includes iconic brands like Aveeno, BAND-AID Brand, Johnson's, Listerine, Neutrogena, Nicorette, Tylenol, and Zyrtec, backed by science and recommended by healthcare professionals[147] Our Business Segments - Self Care segment includes Cough, Cold, and Allergy; Pain Care; and Other Self Care, with major brands like Tylenol, Motrin, Nicorette, Benadryl, Zyrtec[150] - Skin Health and Beauty segment focuses on Face and Body Care; and Hair, Sun, and Other, featuring brands such as Neutrogena, Aveeno, Dr.Ci:Labo, OGX[150] - Essential Health segment covers Oral Care; Baby Care; and Other Essential Health, including Listerine, Johnson's, BAND-AID Brand, Stayfree[150] Separation from J&J - Kenvue became a fully independent public company in August 2023, following an IPO in May 2023 and an exchange offer[152] - J&J completed a debt-for-equity exchange in May 2024 and no longer owns any Kenvue common stock[152] - Separation-related costs are expected to cease being recorded after the fiscal third quarter of 2025[153] Relationship with J&J - Kenvue entered into various agreements with J&J, including the Separation Agreement, Tax Matters Agreement, Transition Services Agreement, and Transition Manufacturing Agreement, to define their post-separation relationship[154] Kenvue Global and North America Headquarters - Kenvue began operating from its new global and North America corporate headquarters in Summit, New Jersey, in March 2025, with full relocation expected by 2026[155] - The former corporate headquarters in Skillman, New Jersey, is classified as held for sale, and an impairment charge of $68 million was recorded in Q1 2024[156] Recent Developments - Macroeconomic developments, including U.S. government tariffs, are estimated to result in approximately $150 million in annualized incremental gross tariff exposure[157][158] Strategic Review - In July 2025, the Board initiated a comprehensive review of strategic alternatives to optimize the brand portfolio, improve execution, and accelerate profitable growth[159] - The strategic review process may be time-consuming, expensive, distracting to management, and disruptive to business operations, potentially affecting financial results and stock price volatility[247] Key Factors Affecting Our Results Restructuring - The "2024 Multi-Year Restructuring Initiative" aims to enhance organizational efficiencies and optimize the cost structure through global workforce reductions, management structure changes, and a shift to centralized shared-service functions[161] Acquisitions and Divestitures - No significant acquisitions or divestitures were completed during the fiscal three and six months ended June 29, 2025, and June 30, 2024[162] Legal Proceedings - Kenvue is involved in various legal proceedings, including product liability claims and general litigation, as detailed in Note 13[163] Results of Operations Fiscal Three Months Ended June 29, 2025 Compared with Fiscal Three Months Ended June 30, 2024 Net Sales Q2 Net Sales | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :------- | :----------------- | :----------------- | :---------------- | :--------- | | Net sales | $3,839 | $4,000 | $(161) | (4.0)% | Q2 Organic Sales Change | Organic Sales Change (Q2 2025 vs. Q2 2024) | Reported Net Sales Change | Impact of Foreign Currency | Acquisitions and Divestitures | Total Organic Sales Change | Price/Mix | Volume | | :---------------------------------------- | :------------------------ | :------------------------- | :---------------------------- | :------------------------- | :-------- | :------- | | Total | (4.0)% | 0.3% | (0.1)% | (4.2)% | (0.9)% | (3.3)% | - Volume-related decreases were driven by softer allergy and sun seasons in North America, trade inventory fluctuations, and changes in shipment timing in China[165] - Unfavorable value realization was primarily due to strategic price investments in Skin Health and Beauty[165] Cost of Sales Q2 Cost of Sales and Gross Profit | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :---------- | :----------------- | :----------------- | :---------------- | :--------- | | Cost of sales | $1,578 | $1,635 | $(57) | (3.5)% | | Gross profit | $2,261 | $2,365 | $(104) | (4.4)% | | Gross profit margin | 58.9% | 59.1% | (0.2)% | - Changes were driven by volume-related Net sales decreases, net input cost inflation, partially offset by supply chain optimization benefits and reduced stock-based compensation[167][168] Selling, General, and Administrative Expenses Q2 SG&A Expenses | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :---------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Selling, general, and administrative expenses | $1,504 | $1,641 | $(137) | (8.3)% | | SG&A as % of Net sales | 39.2% | 41.0% | (1.8)% | - The decrease was primarily due to a $50 million reduction in Separation-related costs, lower brand support expenses, and savings from the "Our Vue Forward" initiative[169] Restructuring Expenses Q2 Restructuring Expenses | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Restructuring expenses | $60 | $48 | +$12 | 25.0% | - The increase was driven by higher information technology and project-related costs under the "Our Vue Forward" initiative[170] Impairment Charges Q2 Impairment Charges | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | | :---------------- | :----------------- | :----------------- | :---------------- | | Impairment charges | $0 | $510 | $(510) | - The Q2 2024 impairment charges included $488 million for Dr.Ci:Labo assets due to strategic plan revisions and market dynamics in China, and $22 million for software development assets[171] Other Operating Expense, Net Q2 Other Operating Expense, Net | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Other operating expense, net | $5 | $12 | $(7) | (58.3)% | - The decrease was driven by a lower accounting impact of net economic benefit arrangements with J&J ($16 million in Q2 2025 vs $23 million in Q2 2024), partially offset by higher royalty income ($14 million in Q2 2025 vs $8 million in Q2 2024)[172] Other Expense (Income), Net Q2 Other Expense (Income), Net | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | | :-------------------------- | :----------------- | :----------------- | :---------------- | | Other expense (income), net | $10 | $(3) | +$13 | - The change was primarily driven by $11 million in currency losses on transactions in Q2 2025[173] Interest Expense, Net Q2 Interest Expense, Net | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :------------------ | :----------------- | :----------------- | :---------------- | :--------- | | Interest expense, net | $94 | $92 | +$2 | 2.2% | - Interest expense primarily relates to Senior Notes and commercial paper program[174] Provision for Taxes Q2 Provision for Taxes | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | | :------------------ | :----------------- | :----------------- | :---------------- | | Provision for taxes | $168 | $7 | +$161 | | Effective tax rate | 28.6% | 10.8% | +17.8% | - The increase was primarily due to higher pre-tax income and the absence of income tax benefits from the Dr.Ci:Labo impairment and state deferred tax liability remeasurement in the prior year[175] Segment Results (Fiscal Three Months) Organic Sales Change (Fiscal Three Months) Q2 Organic Sales Change by Segment | Organic Sales Change (Q2 2025 vs. Q2 2024) | Reported Net Sales Change | Impact of Foreign Currency | Acquisitions and Divestitures | Total Organic Sales Change | Price/Mix | Volume | | :---------------------------------------- | :------------------------ | :------------------------- | :---------------------------- | :------------------------- | :-------- | :------- | | Self Care | (4.9)% | 1.0% | —% | (5.9)% | (0.1)% | (5.8)% | | Skin Health and Beauty | (4.0)% | (0.1)% | (0.2)% | (3.7)% | (2.3)% | (1.4)% | | Essential Health | (2.9)% | (0.5)% | —% | (2.4)% | (0.6)% | (1.8)% | | Total | (4.0)% | 0.3% | (0.1)% | (4.2)% | (0.9)% | (3.3)% | Self Care Segment (Fiscal Three Months) Self Care Segment Net Sales Q2 Self Care Net Sales | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | Organic Sales Change | | :------- | :----------------- | :----------------- | :---------------- | :--------- | :------------------- | | Net sales | $1,555 | $1,635 | $(80) | (4.9)% | (5.9)% | - Volume-related decreases were due to a softer allergy season, weak cough/cold season, trade inventory fluctuations, and changes in shipment timing in China[184] - Growth in Smoking Cessation in Europe, Middle East, and Africa partially offset declines[184] Self Care Segment Adjusted Operating Income Q2 Self Care Adjusted Operating Income | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Segment adjusted operating income | $527 | $534 | $(7) | (1.3)% | | Segment adjusted operating income margin | 33.9% | 32.7% | +1.2% | - The decrease was driven by volume-related Net sales decreases, net input cost inflation, and unfavorable foreign currency, partially offset by lower brand support expenses and administrative savings from "Our Vue Forward"[185] Skin Health and Beauty Segment (Fiscal Three Months) Skin Health and Beauty Segment Net Sales Q2 Skin Health and Beauty Net Sales | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | Organic Sales Change | | :------- | :----------------- | :----------------- | :---------------- | :--------- | :------------------- | | Net sales | $1,059 | $1,103 | $(44) | (4.0)% | (3.7)% | - Organic sales decline was driven by unfavorable value realization (2.3%) due to strategic price investments and volume decreases (1.4%) from a softer sun season, trade inventory fluctuations, and competitive pressures[186] Skin Health and Beauty Segment Adjusted Operating Income Q2 Skin Health and Beauty Adjusted Operating Income | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Segment adjusted operating income | $149 | $165 | $(16) | (9.7)% | - The decrease was primarily driven by unfavorable value realization, volume-related Net sales decreases, and higher brand support expenses, partially offset by administrative savings from "Our Vue Forward" and supply chain optimization benefits[187][188] Essential Health Segment (Fiscal Three Months) Essential Health Segment Net Sales Q2 Essential Health Net Sales | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | Organic Sales Change | | :------- | :----------------- | :----------------- | :---------------- | :--------- | :------------------- | | Net sales | $1,225 | $1,262 | $(37) | (2.9)% | (2.4)% | - Organic sales decline was driven by volume decreases (1.8%) due to trade inventory fluctuations, competitive pressures in Baby Care and Oral Care, and unfavorable value realization (0.6%)[189] - Growth in Women's Health in Latin America partially offset declines[189] Essential Health Segment Adjusted Operating Income Q2 Essential Health Adjusted Operating Income | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Segment adjusted operating income | $351 | $359 | $(8) | (2.2)% | | Segment adjusted operating income margin | 28.6% | 28.4% | +0.3% | - The decrease was primarily driven by volume-related Net sales decreases, unfavorable value realization, net input cost inflation, and unfavorable foreign currency, partially offset by lower brand support, administrative savings from "Our Vue Forward," and supply chain optimization benefits[190] Fiscal Six Months Ended June 29, 2025 Compared with Fiscal Six Months Ended June 30, 2024 Net Sales H1 Net Sales | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :------- | :----------------- | :----------------- | :---------------- | :--------- | | Net sales | $7,580 | $7,894 | $(314) | (4.0)% | H1 Organic Sales Change | Organic Sales Change (H1 2025 vs. H1 2024) | Reported Net Sales Change | Impact of Foreign Currency | Acquisitions and Divestitures | Total Organic Sales Change | Price/Mix | Volume | | :---------------------------------------- | :------------------------ | :------------------------- | :---------------------------- | :------------------------- | :-------- | :------- | | Total | (4.0)% | (1.2)% | (0.1)% | (2.7)% | (0.6)% | (2.1)% | - Volume-related decreases were driven by softer allergy, cough/cold, and sun seasons, competitive pressures, trade inventory fluctuations, and changes in shipment timing in China[194] - Unfavorable value realization was driven by strategic price investments, primarily in Skin Health and Beauty[194] Cost of Sales H1 Cost of Sales and Gross Profit | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :---------- | :----------------- | :----------------- | :---------------- | :--------- | | Cost of sales | $3,151 | $3,287 | $(136) | (4.1)% | | Gross profit | $4,429 | $4,607 | $(178) | (3.9)% | | Gross profit margin | 58.4% | 58.4% | 0.0% | - Changes were primarily due to volume-related Net sales decreases, supply chain optimization benefits, offset by net input cost inflation and volume deleverage[197] Selling, General, and Administrative Expenses H1 SG&A Expenses | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :---------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Selling, general, and administrative expenses | $3,041 | $3,214 | $(173) | (5.4)% | | SG&A as % of Net sales | 40.1% | 40.7% | (0.6)% | - The decrease was primarily attributable to a $76 million decrease in Separation-related costs and savings from "Our Vue Forward"[198] Restructuring Expenses H1 Restructuring Expenses | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Restructuring expenses | $120 | $89 | +$31 | 34.8% | - The increase was driven by higher information technology and project-related costs under the "Our Vue Forward" initiative[199] Impairment Charges H1 Impairment Charges | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | | :---------------- | :----------------- | :----------------- | :---------------- | | Impairment charges | $0 | $578 | $(578) | - H1 2024 impairment charges included $488 million for Dr.Ci:Labo assets, $68 million for the Skillman headquarters (held for sale), and $22 million for software development assets[200][201] Other Operating Expense, Net H1 Other Operating Expense, Net | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Other operating expense, net | $18 | $22 | $(4) | (18.2)% | - The decrease was driven by a lower accounting impact of net economic benefit arrangements with J&J ($28 million in H1 2025 vs $38 million in H1 2024), partially offset by higher royalty income ($18 million in H1 2025 vs $17 million in H1 2024)[202] Other Expense, Net H1 Other Expense, Net | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :---------------- | :----------------- | :----------------- | :---------------- | :--------- | | Other expense, net | $16 | $25 | $(9) | (36.0)% | - The decrease was due to the absence of $31 million in losses on investments in H1 2024, partially offset by $17 million in currency losses on transactions in H1 2025[203] Interest Expense, Net H1 Interest Expense, Net | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :------------------ | :----------------- | :----------------- | :---------------- | :--------- | | Interest expense, net | $188 | $187 | +$1 | 0.5% | - Interest expense primarily relates to Senior Notes and commercial paper program[204] Provision for Taxes H1 Provision for Taxes | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | | :------------------ | :----------------- | :----------------- | :---------------- | | Provision for taxes | $304 | $138 | +$166 | | Effective tax rate | 29.1% | 28.0% | +1.1% | - The increase was primarily due to higher pre-tax income, absence of income tax benefits from Dr.Ci:Labo impairment and state deferred tax liability remeasurement in H1 2024, and reduced income tax benefits from reserve releases[205] Segment Results (Fiscal Six Months) Organic Sales Change (Fiscal Six Months) H1 Organic Sales Change by Segment | Organic Sales Change (H1 2025 vs. H1 2024) | Reported Net Sales Change | Impact of Foreign Currency | Acquisitions and Divestitures | Total Organic Sales Change | Price/Mix | Volume | | :---------------------------------------- | :------------------------ | :------------------------- | :---------------------------- | :------------------------- | :-------- | :------- | | Self Care | (3.3)% | (0.5)% | —% | (2.8)% | 0.1% | (2.9)% | | Skin Health and Beauty | (5.6)% | (1.1)% | (0.3)% | (4.2)% | (2.1)% | (2.1)% | | Essential Health | (3.4)% | (2.1)% | —% | (1.3)% | (0.3)% | (1.0)% | | Total | (4.0)% | (1.2)% | (0.1)% | (2.7)% | (0.6)% | (2.1)% | Self Care Segment (Fiscal Six Months) Self Care Segment Net Sales H1 Self Care Net Sales | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | Organic Sales Change | | :------- | :----------------- | :----------------- | :---------------- | :--------- | :------------------- | | Net sales | $3,222 | $3,333 | $(111) | (3.3)% | (2.8)% | - Volume-related decreases were due to lower inventory replenishment, weak cough/cold/allergy seasons, trade inventory fluctuations, and shipment timing in China[212] - Growth in Smoking Cessation in Europe, Middle East, and Africa partially offset declines[212] Self Care Segment Adjusted Operating Income H1 Self Care Adjusted Operating Income | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Segment adjusted operating income | $1,093 | $1,135 | $(42) | (3.7)% | - The decrease was driven by volume-related Net sales decreases, volume deleverage, unfavorable foreign currency, and net input cost inflation, partially offset by lower brand support and administrative savings from "Our Vue Forward"[213] Skin Health and Beauty Segment (Fiscal Six Months) Skin Health and Beauty Segment Net Sales H1 Skin Health and Beauty Net Sales | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | Organic Sales Change | | :------- | :----------------- | :----------------- | :---------------- | :--------- | :------------------- | | Net sales | $2,036 | $2,157 | $(121) | (5.6)% | (4.2)% | - Organic sales decline was driven by unfavorable value realization (2.1%) due to strategic price investments and volume decreases (2.1%) from a softer sun season, trade inventory fluctuations, market softness in Asia Pacific, and competitive pressures[214] - Increases in hair regrowth products across regions partially offset declines[214] Skin Health and Beauty Segment Adjusted Operating Income H1 Skin Health and Beauty Adjusted Operating Income | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Segment adjusted operating income | $241 | $311 | $(70) | (22.5)% | - The decrease was primarily driven by volume-related Net sales decreases, unfavorable value realization, higher brand support, unfavorable foreign currency, and net input cost inflation, partially offset by supply chain optimization benefits and administrative savings from "Our Vue Forward"[215][216] Essential Health Segment (Fiscal Six Months) Essential Health Segment Net Sales H1 Essential Health Net Sales | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | Organic Sales Change | | :------- | :----------------- | :----------------- | :---------------- | :--------- | :------------------- | | Net sales | $2,322 | $2,404 | $(82) | (3.4)% | (1.3)% | - Organic sales decline was driven by volume decreases (1.0%) due to trade inventory fluctuations, competitive pressures, and market deceleration in Oral Care, and unfavorable value realization (0.3%)[217] - Growth in Women's Health and Oral Care in Latin America partially offset declines[217] Essential Health Segment Adjusted Operating Income H1 Essential Health Adjusted Operating Income | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Segment adjusted operating income | $590 | $623 | $(33) | (5.3)% | - The decrease was primarily driven by volume-related Net sales decreases, unfavorable foreign currency, and net input cost inflation, partially offset by supply chain optimization benefits and lower brand support[218] Liquidity and Capital Resources Cash Flows H1 Cash Flow Summary | Cash Flow (Millions) | H1 2025 | H1 2024 | Change (Millions) | Change (%) | | :-------------------------------- | :------ | :------ | :---------------- | :--------- | | Net cash flows from operating activities | $1,049 | $727 | +$322 | 44.3% | | Net cash flows used in investing activities | $(257) | $(237) | $(20) | 8.4% | | Net cash flows used in financing activities | $(858) | $(816) | $(42) | 5.1% | Operating Activities H1 Operating Cash Flow | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :-------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Net cash flows from operating activities | $1,049 | $727 | +$322 | 44.3% | - The increase was primarily attributable to net changes in working capital balances driven by Accounts payable and accrued liabilities due to the timing of payments and Trade receivables due to the timing of sales relative to collections[220] Investing Activities H1 Investing Cash Flow | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :---------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Net cash flows used in investing activities | $(257) | $(237) | $(20) | 8.4% | - Primarily driven by purchases of property, plant, and equipment[221] Financing Activities H1 Financing Cash Flow | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | Change (%) | | :---------------------------------- | :----------------- | :----------------- | :---------------- | :--------- | | Net cash flows used in financing activities | $(858) | $(816) | $(42) | 5.1% | - H1 2025 activities included $785 million in dividends paid, $750 million repayment of Senior Notes, and $127 million in treasury stock purchases, partially offset by $746 million from new Senior Notes issuance[224] Sources of Liquidity - Primary liquidity sources are $1,070 million cash on hand, cash flows from operations, a $4.0 billion revolving credit facility, and a $4.0 billion commercial paper program[225] - Total debt was $8,610 million as of June 29, 2025, including $7,684 million in Senior Notes and $799 million in commercial paper[226] - Management believes existing cash and operating cash flows, along with borrowing capacity, provide adequate liquidity for current and long-term obligations[227][228] Restructuring - The 2024 Multi-Year Restructuring Initiative is expected to result in approximately $550 million in pre-tax charges, primarily funded by operating cash flows[230] - Annualized pre-tax gross cost savings of approximately $350 million are expected to be fully realized starting in fiscal year 2026, with savings largely reinvested in future growth opportunities[230] Dividends 2025 Dividend Declarations | Declaration Date | Record Date | Payment Date | Per Share Amount | | :--------------- | :---------- | :----------- | :--------------- | | January 16, 2025 | February 12, 2025 | February 26, 2025 | $0.205 | | April 16, 2025 | May 14, 2025 | May 28, 2025 | $0.205 | - On July 30, 2025, the Board declared a 1.2% increase in the quarterly dividend to $0.2075 per share, payable on August 27, 2025[231] Future Cash Requirements - Future cash requirements include working capital, capital expenditures, restructuring, compensation, debt service, litigation costs, and shareholder returns[233] - The company made payments of $267 million for purchases of property, plant, and equipment during H1 2025[234] Future Litigation - Ongoing litigation, claims, and government inquiries may adversely impact financial condition, results of operations, or cash flows[235] Off-Balance Sheet Arrangements - Kenvue has no material off-balance sheet arrangements or relationships with unconsolidated entities[236] Other Information Deferred Markets - Certain asset and liability transfers in non-U.S. jurisdictions (Deferred Local Businesses) were deferred post-IPO due to compliance and approval conditions[237] - The majority of Deferred Legal Entities were transferred to Kenvue in September 2023, and their financial information is included in the consolidated statements[237] Provision for Taxes - Kenvue has included the impact of enacted OECD Pillar Two legislation in its provision for taxes since fiscal year 2024, with no significant current impact[240] - The company is monitoring potential future material effects from further administrative guidance or new legislation, especially given the U.S. executive order and G7 statement regarding Pillar Two[240] Item 3. Quantitative and Qualitative Disclosures About Market Risk This item refers to the company's Annual Report on Form 10-K for detailed quantitative and qualitative disclosures about market risk - Disclosures about market risk are incorporated by reference from the Annual Report on Form 10-K[241] Item 4. Controls and Procedures This item reports on the effectiveness of Kenvue's disclosure controls and procedures and changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures - As of June 29, 2025, Kenvue's disclosure controls and procedures were evaluated and deemed effective by management[242] Changes in Internal Control Over Financial Reporting - No material changes in internal control over financial reporting occurred during the fiscal three months ended June 29, 2025[243] - Kenvue is implementing a new global ERP system in phases, which will replace and enhance existing systems, and its impact on internal controls is continuously assessed[244][245] Part II—Other Information This part includes information on legal proceedings, risk factors, unregistered sales of equity securities, other information, and a list of exhibits Item 1. Legal Proceedings This item incorporates by reference the information on legal proceedings from Note 13, "Commitments and Contingencies," to the Condensed Consolidated Financial Statements - Information on legal proceedings is incorporated by reference from Note 13, "Commitments and Contingencies"[246] Item 1A. Risk Factors This item refers to the risk factors detailed in the Annual Report on Form 10-K and adds a new factor regarding the uncertainty and potential disruption of the strategic review process - The strategic review process may not result in any particular outcome, could be time-consuming, expensive, distracting, and disruptive, potentially affecting business, results, and stock price volatility[247] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item reports no unregistered sales of equity securities during H1 2025 and details the company's share repurchase program, which is intended to offset dilution from equity-based awards Purchases of Equity Securities by the Issuer and Affiliated Purchasers - The Board authorized a share repurchase program for up to 27,000,000 shares to offset dilution from equity-based awards[249] Share Repurchase Activity | Period | Total Number of Shares Purchased (Thousands) | Average Price Paid Per Common Share | Maximum Number of Shares That May Yet Be Purchased (Thousands) | | :-------------------------------- | :----------------------------------- | :---------------------------------- | :------------------------------------------------------------- | | March 31, 2025 – April 27, 2025 | — | $— | 12,792 | | April 28, 2025 – May 25, 2025 | 2,666 | $23.88 | 10,126 | | May 26, 2025 – June 29, 2025 | — | $— | 10,126 | | Total | 2,666 | | | Item 5. Other Information This item includes information on insider trading arrangements and policies Insider Trading Arrangements and Policies - No directors or officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the fiscal three months ended June 29, 2025[251] Item 6. Exhibits This item lists the exhibits filed as part of the Form 10-Q, including corporate documents, indentures, offer letters, and certifications - The exhibits include the Amended and Restated Certificate of Incorporation and Bylaws, Second Supplemental Indenture, offer letter for A