01—Abstract
Summary
Summary of the 8-K filed January 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Kimberly-Clark Corporation (NASDAQ: KMB) filed this Current Report on Form 8-K under Item 8.01 (Other Events) on January 16, 2026, to voluntarily amend and supplement the Joint Proxy Statement/Prospectus related to its proposed merger with Kenvue Inc. under the Agreement and Plan of Merger dated November 2, 2025.
Under the merger structure, Kenvue would become a direct wholly owned subsidiary of K-C and then merge into a K-C second merger sub. The filing states that the K-C board continues to unanimously recommend that K-C stockholders vote "FOR" the K-C issuance proposal and the K-C adjournment proposal. The special meetings of both Kenvue and K-C stockholders are scheduled for January 29, 2026.
The supplement responds to several stockholder complaints (in Wisconsin, New Jersey, New York, and Delaware) and demand letters alleging omitted or misstated proxy disclosures. K-C states that the supplement is made to avoid delaying the merger and that it does not admit the legal necessity or materiality of the added disclosures. The bulk of the supplement adds background on the Kenvue strategic review committee, the August 16, 2025 mutual non-disclosure agreement, the engagement of Gibson Dunn & Crutcher LLP on September 9, 2025, and expanded disclosure of the financial advisors' opinions and analyses from J.P.
Morgan, Centerview Partners, and Goldman Sachs. It also adds updated unaudited prospective financial information for K-C and Kenvue, including standalone projections for 2025 through 2030. For K-C, the filing projects 2026E Adjusted EBITDA of $3,705 milliona and unlevered free cash flow of $1,331 million.
For Kenvue, it projects 2026E Adjusted EBITDA of $3,565 millionb and unlevered free cash flow of $2,114 million. The merger consideration includes $3.50 per share in cash and an exchange ratio of 0.14625x, and the filing notes that J.P. Morgan expects to receive aggregate financing fees of approximately $23.4 million.
For investors, the principal content is supplemental proxy disclosure rather than new financial results or a change in deal terms. The filing does not state a change in the merger terms or the meeting dates, and it reaffirms the board's recommendation. Investors should note that pending litigation seeks to enjoin the stockholder votes and that the supplemental projections and valuation ranges are management and advisor estimates, not a substitute for historical financial statements.
02—Key points
Key Highlights
- K-C board reaffirmed its unanimous recommendation that K-C stockholders vote "FOR" the K-C issuance proposal and the K-C adjournment proposal.
- Special meetings of both Kenvue and K-C stockholders are scheduled for January 29, 2026, to vote on matters needed to complete the Mergers.
- Kenvue merger consideration includes $3.50 per share in cash and an exchange ratio of 0.14625x, per the Centerview analysis discussion.
- Multiple stockholder lawsuits (Wisconsin, New Jersey, New York Supreme Court, and Delaware Chancery) allege the Joint Proxy Statement/Prospectus omitted material information; the New York suits seek to enjoin the Kenvue vote or the Mergers.
- Supplemental K-C standalone projections show 2026E Adjusted EBITDA of $3,705 million and unlevered free cash flow of $1,331 million; Kenvue standalone projections show 2026E Adjusted EBITDA of $3,565 million and unlevered free cash flow of $2,114 million.
- Supplemental disclosure adds J.P. Morgan relationship details, including approximately $24.0 million in fees recognized from Kenvue and its affiliates and $11.0 million from K-C over the prior two years, plus anticipated financing fees of approximately $23.4 million.
- K-C states the supplement is voluntary, made to reduce the risk of delaying the Mergers, and does not constitute an admission of legal necessity or materiality.
03—Questions
Frequently Asked Questions
Does this filing change the terms of the Kenvue merger?
The filing does not describe any change to the merger terms. It supplements the Joint Proxy Statement/Prospectus with additional background, advisor analyses, and projections, and it restates the board's recommendation for K-C stockholders.
When are the stockholder votes on the merger?
Special meetings of both Kenvue and K-C stockholders are scheduled to be held on January 29, 2026, to vote on the matters required to complete the Mergers.
What litigation is pending related to the transaction?
Stockholder complaints have been filed in the U.S. District Court for the Eastern District of Wisconsin, the Superior Court of New Jersey, Union County, the Supreme Court of New York, and the Delaware Court of Chancery. They allege that the Joint Proxy Statement/Prospectus omitted material information. The New York complaints seek to enjoin the Kenvue stockholder vote or the Mergers, and the Delaware complaint seeks to enjoin K-C's stockholder meeting until fiduciary duties are met.
What are the projected financial results included in the supplement?
The supplement includes standalone projections for K-C and Kenvue through 2030. For 2026E, K-C projects revenue of $16,988 million and Adjusted EBITDA of $3,705 million. Kenvue projects revenue of $15,448 million and Adjusted EBITDA of $3,565 million. The filing states these are non-GAAP and unaudited, and that they have not been prepared under Regulation S-X pro forma requirements.
Why did K-C supplement the proxy disclosure?
K-C states it voluntarily amended the Joint Proxy Statement/Prospectus to avoid the risk of delaying or adversely affecting the consummation of the Mergers and to minimize the expense and distraction of defending the lawsuits. It also states that the supplement does not admit the legal necessity or materiality of the disclosures.
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