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Kimberly-Clark 8-K Report, Corporate Update (Sep 28, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed September 28, 2026
Period End
September 28, 2026
Security
KMB
In the record · 2016–202610-K1110-Q328-K111

KMB filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 111 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Sep ’19Sep ’19
  2. Change in control8-K · Sep ’21Sep ’21
  3. Leadership change8-K · Nov ’25Nov ’25

01—Abstract

Summary

Summary of the 8-K filed September 28, 2026. Cited figures are marked; the original filing is the authoritative source.

Kimberly-Clark Corporation (NASDAQ: KMB) filed this Form 8-K under Item 8.01 (Other Events) and Item 9.01 to announce the commencement, in connection with the pending Kenvue merger, of exchange offers for any and all outstanding Kenvue Notes for up to $7.0 billiona aggregate principal amount of new Kimberly-Clark notes and cash, together with consent solicitations to strip substantially all restrictive covenants and certain events of default from the Kenvue indentures.

The exchange offers and consent solicitations are conditioned on consummation of the First Merger, which is expected in the fourth quarter of 2026, and the Acquisition condition cannot be waived by Kimberly-Clark. For each $1,000b principal amount of Kenvue Notes validly tendered by the October 9, 2026 Early Participation Date, eligible holders receive $970 principal of new Kimberly-Clark notes, a $30 early participation premium payable in new notes, and a $1.00 cash payment. Tenders after that date receive only the $970 exchange consideration.

The offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended, and holders may not withdraw tenders after October 9, 2026. The filing also furnishes Kenvue's audited financial statements for fiscal 2025 (net sales of $15,124 millionc, net income of $1,470 million), its unaudited financial statements for the six months ended June 28, 2026 (net sales of $7,864 million, net income of $930 million), and Kimberly-Clark's unaudited pro forma condensed combined financial information.

The pro forma statements show a preliminary purchase consideration of $34.7 billiond and preliminary estimated goodwill of $13,326 million, and they contemplate $4.9 billion of permanent financing. Management describes the pro forma figures as preliminary and illustrative only, not indicative of future results.

02—Key points

Key Highlights

  1. Exchange offers cover any and all Kenvue Notes, for up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes and cash, with seven series of Kenvue notes eligible.
  2. Early participation consideration per $1,000 of Kenvue Notes: $970 of new Kimberly-Clark notes, a $30 early participation premium, and a $1.00 cash payment, with the early deadline on October 9, 2026.
  3. Offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended; the expiration date will be extended until the closing of the mergers according to the pro forma note.
  4. Consent solicitations would eliminate substantially all restrictive covenants, certain events of default (other than payment defaults), the SEC reporting covenant, and certain merger and asset-transfer restrictions in the Kenvue indentures.
  5. The transaction is conditioned on the First Merger, which is expected to close in the fourth quarter of 2026; Kimberly-Clark cannot waive this condition.
  6. Kenvue's six-month 2026 net sales were $7,864 million with net income of $930 million, versus $7,580 million and $742 million for the prior-year period.
  7. Preliminary purchase consideration of $34.7 billion and goodwill of $13,326 million are reflected in the pro forma statements, which assume $4.9 billion of permanent financing.

03—Questions

Frequently Asked Questions

  1. What is Kimberly-Clark offering to holders of Kenvue Notes?

    Kimberly-Clark is offering to exchange any and all outstanding Kenvue Notes for new Kimberly-Clark notes and cash, for up to $7.0 billion aggregate principal amount. Each series has the same interest rate, interest payment dates, maturity and optional redemption prices as the corresponding Kenvue series.

  2. How does the early tender deadline change what holders receive?

    Holders who validly tender by 5:00 p.m. New York City time on October 9, 2026 receive $970 principal of new notes, a $30 early participation premium, and $1.00 cash per $1,000 principal. Tenders after that date and before the expiration receive only the $970 exchange consideration.

  3. When do the exchange offers expire and can tenders be withdrawn?

    The exchange offers expire at 5:00 p.m. New York City time on October 27, 2026, unless extended or terminated. Tenders may not be withdrawn after 5:00 p.m. New York City time on October 9, 2026, except where law requires additional withdrawal rights.

  4. What happens if the Kenvue acquisition does not close?

    Eligible holders will not receive the early participation premium, cash payment, exchange consideration or total consideration unless the acquisition is consummated. The filing states the exchange offers are conditioned on the First Merger, which Kimberly-Clark cannot waive.

  5. What do the Kenvue financial statements in the filing show?

    Kenvue reported fiscal 2025 net sales of $15,124 million and net income of $1,470 million. For the six months ended June 28, 2026, it reported net sales of $7,864 million and net income of $930 million, and total debt of $8,480 million as of that date.

04—Continue

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