Form 8-K · Current report
Kenvue 8-K, filed Nov 2, 2026
- Filed
- CIK
- 0001944048
- Accession no.
- 0000950157-26-001147
Summary
Kenvue completed its merger with K-C, converting each outstanding Kenvue share into 0.14625 shares of K-C common stock plus $3.50 in cash, and became a wholly owned subsidiary of K-C. Kenvue notified the NYSE to delist and deregister its common stock, and its board resigned as control changed to K-C.
Key points
- Each outstanding share of Kenvue common stock converted into the right to receive 0.14625 shares of K-C common stock plus $3.50 in cash.
- Kenvue repaid and terminated all obligations under its $4.0 billion five-year senior unsecured revolving Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent, and terminated its Long-Term Incentive Plan and Deferred Fee Plan for Directors.
- Kenvue notified the NYSE to suspend trading and file Form 25 to delist and deregister its common stock, and intends to file Form 15 to suspend reporting obligations.
- All Kenvue directors resigned effective at the First Effective Time, and directors and officers of the merger subsidiary became directors and officers of the surviving company.
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
- 1.02Termination of a Material Definitive Agreement
- 2.01Completion of Acquisition or Disposition of Assets
- 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
- 3.03Material Modification to Rights of Security Holders
- 5.01Changes in Control of Registrant
- 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
- 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 1.02. Termination of Material Definitive Agreements. The information set forth in the Introductory Note of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 1.02. Concurrently with the closing of the First Merger, the Company repaid in full all fees, expenses and other obligations outstanding under, and terminated all commitments in effect under, the Credit Agreement, dated as of March 6, 2023 (the “Credit Agreement”), among the Company, the subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. …
An excerpt of the text as filed with the SEC, cut for length.
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