01—Abstract
Summary
Summary of the 8-K filed May 19, 2025. Cited figures are marked; the original filing is the authoritative source.
On May 19, 2025, Kimberly-Clark Corporation (NYSE: KMB) disclosed that its Board has authorized a voluntary transfer of the principal listing of its common stock, par value $1.25a per share, from the New York Stock Exchange to The Nasdaq Stock Market LLC.
The company expects its common stock to cease trading on the NYSE at market close on May 29, 2025, and to begin trading on Nasdaq at market open on May 30, 2025. The stock will continue to trade under the symbol "KMB." In connection with the move, the Board amended the company's By-Laws, effective upon the commencement of trading on Nasdaq. The amendments remove certain details on specific committees that are generally addressed in the applicable committee charters, including references to NYSE rules or requirements.
The amended By-Laws are filed as Exhibit 3(b) to the report. The filing also includes a news release (Exhibit 99.1) announcing the listing transfer, which is furnished under Item 7.01 and not deemed filed for purposes of Section 18 of the Exchange Act.
The filing's forward-looking statements caution that delays in implementing the transfer, potential market disruptions in trading, and potential impacts on the company's business could have a material adverse effect on the company and on the trading price of the common stock. Investors are referred to Item 1A, Risk Factors, of the Form 10-K for the year ended December 31, 2024.
02—Key points
Key Highlights
- Kimberly-Clark notified the NYSE on May 19, 2025 of its intent to voluntarily transfer the principal listing of its common stock to Nasdaq.
- NYSE trading is expected to end at market close on May 29, 2025, with Nasdaq trading beginning at market open on May 30, 2025.
- The ticker symbol will remain "KMB" on Nasdaq, so the change is primarily one of exchange venue rather than symbol.
- The Board amended the By-Laws effective upon commencement of Nasdaq trading, removing committee details and references to NYSE rules.
- The news release is furnished under Item 7.01 and is not deemed filed under Section 18 of the Exchange Act.
- The filing's forward-looking statements flag risks of transfer delays, market disruption, and potential business impacts.
03—Questions
Frequently Asked Questions
Is Kimberly-Clark changing its stock ticker?
No. The filing states that the common stock will continue to trade on Nasdaq under the stock symbol "KMB."
When will the stock start trading on Nasdaq?
The company expects trading on Nasdaq to begin at market open on May 30, 2025, after NYSE trading ends at market close on May 29, 2025.
What changes to the company's governing documents were made?
The Board amended the By-Laws, effective upon the start of Nasdaq trading, to remove certain committee details generally covered in committee charters, including references to NYSE rules or requirements. The amended By-Laws are filed as Exhibit 3(b).
What risks does the company identify related to the transfer?
The filing cites risks including delays in implementing the transfer, potential market disruptions in trading of the common stock, and potential impacts on the company's business or operations, any of which could have a material adverse effect on the company and the trading price of its stock. Investors are referred to Item 1A of the 2024 Form 10-K for further risk factors.
Does the transfer involve a change to the stock's trading price or ownership?
The filing does not describe any change to the stock's price, share count, or ownership. It addresses only the transfer of the principal listing from the NYSE to Nasdaq.
04—Continue