Form 8-K · Current report
Kimberly-Clark 8-K, filed Nov 4, 2026
- Filed
- CIK
- 0000055785
- Accession no.
- 0001104659-26-122765
Summary
Kimberly-Clark completed its previously announced merger with Kenvue Inc., with the former Kenvue surviving as a wholly owned subsidiary renamed Kenvue LLC, and settled exchange offers in which holders tendered Kenvue notes for up to $7 billion of new Kimberly-Clark notes of matching series. The related consent solicitations adopted amendments that became operative on November 4, 2026, eliminating substantially all restrictive covenants, certain events of default, and the SEC reporting covenant from the Kenvue indenture.
Key points
- Kenvue LLC assumed $7 billion aggregate principal amount of Kenvue notes across seven series, ranging from 4.850% notes due 2032 to 5.200% notes due 2063.
- Tendered Kenvue notes were retired and canceled, with remaining outstanding amounts ranging from $21.6 million of the 5.100% notes due 2043 to $260.7 million of the 5.050% notes due 2028.
- Kimberly-Clark issued new notes in the same principal amounts, rates, interest payment dates and maturities as the corresponding Kenvue series, in a private exchange exempt from Securities Act registration.
- Kenvue may redeem each series of notes at its option at the prices and terms in the indenture, and interest on most series next pays March 22, 2027, with the 2032 notes next paying November 22, 2026.
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
- 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
- 3.03Material Modification to Rights of Security Holders
- 8.01Other Events
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01. Entry into a Material Definitive Agreement. Assumption of Kenvue Notes As previously disclosed, on November 2, 2026, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 2, 2025, by and among Kenvue Inc., Kimberly-Clark Corporation (the “Corporation”), Vesta Sub I, Inc., a direct wholly owned subsidiary of the Corporation (“First Merger Sub”), and Vesta Sub II, LLC, a direct wholly owned subsidiary of the Corporation (“Second Merger Sub”), (i) First Merger Sub merged with and into Kenvue Inc. (the “First Merger”), with Kenvue Inc. …
An excerpt of the text as filed with the SEC, cut for length.
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