Form 8-K · Current report

Kenvue 8-K, filed Oct 13, 2026

Filed
CIK
0001944048
Accession no.
0000950157-26-001094
AI-generated summary

Summary

Kenvue Inc. entered into a third supplemental indenture with Deutsche Bank Trust Company Americas as trustee on October 9, 2026, amending the indenture governing its existing senior notes to eliminate most restrictive covenants, certain events of default, the SEC reporting covenant, and merger and asset-transfer restrictions, in connection with consent solicitations by Kimberly-Clark Corporation tied to Kimberly-Clark's exchange offers for up to $7 billion aggregate principal amount of existing Kenvue notes. The amendments become operative only upon settlement of the exchange offers, expected around the closing of Kimberly-Clark's acquisition of Kenvue.

Key points

  • Kenvue entered the third supplemental indenture on October 9, 2026, with Deutsche Bank Trust Company Americas as trustee.
  • Kimberly-Clark is offering to exchange any and all existing Kenvue notes for up to $7,000,000,000 aggregate principal amount of new Kimberly-Clark notes and cash.
  • The amendments eliminate substantially all restrictive covenants, certain events of default (other than failure to pay principal, premium or interest), the SEC reporting covenant, and certain merger and asset-transfer restrictions for each series of existing Kenvue notes.
  • The amendments for each series become operative only upon settlement of the related exchange offer and consent solicitation, expected around the closing of Kimberly-Clark's acquisition of Kenvue.

Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.

Items reported

  • 1.01Entry into a Material Definitive Agreement
  • 9.01Financial Statements and Exhibits

From the filing

Item 1.01 Entry into a Material Definitive Agreement On October 9, 2026, Kenvue Inc. (the “Company”) entered into a Third Supplemental Indenture dated as of October 9, 2026 (the “Third Supplemental Indenture”), to the indenture dated as of March 22, 2023, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by (i) the first supplemental indenture dated as of March 22, 2023 (the “First Supplemental Indenture”), providing for the issuance of the Company’s 5.050% Senior Notes due 2028 (the “2028 Notes”), 5.000% Senior Notes due 2030 (the “2030 Notes”), 4.900% Senior Notes due 2033 (the “2033 Notes”), 5.100% Senior…

An excerpt of the text as filed with the SEC, cut for length.

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