01—Abstract
Summary
Summary of the 8-K filed October 28, 2026. Cited figures are marked; the original filing is the authoritative source.
Kimberly-Clark Corporation (NASDAQ: KMB) reported in this Form 8-K, dated October 27, 2026, that it has extended the expiration date of its offers to exchange any and all outstanding notes issued by Kenvue Inc. (NYSE: KVUE) for up to $7.0 billiona aggregate principal amount of new Kimberly-Clark notes.
The expiration date moved from 5:00 p.m. New York City time on October 27, 2026 to 5:00 p.m. New York City time on November 2, 2026, and may be extended further.
The Exchange Offers are conditioned, among other things, on the consummation of Kimberly-Clark's pending acquisition of Kenvue, a condition that Kimberly-Clark may not waive. As of 5:00 p.m. on October 27, 2026, holders had validly tendered Kenvue notes across all seven series, with tender levels ranging from 73.93%b of the 5.050% Senior Notes due 2028 to 98.54% of the 5.050% Senior Notes due 2053. On October 9, 2026, the early participation date, requisite consents were received to adopt amendments to the Kenvue indenture, and a supplemental indenture was executed.
Those amendments become operative only when the Exchange Offers settle, which is expected promptly after the Expiration Date. The Kimberly-Clark notes are being offered privately to qualified institutional buyers and eligible non-U.S. persons, and have not been registered under the Securities Act.
The filing also amends the offering memorandum dated September 28, 2026 to incorporate Kenvue's unaudited consolidated financial statements for the three and nine months ended September 27, 2026 and September 28, 2025, which will be included in Kenvue's Form 10-Q. The press release (Exhibit 99.1) states that no party is making a recommendation on whether holders should tender their Kenvue notes.
02—Key points
Key Highlights
- Kimberly-Clark extended the Exchange Offers' expiration date from October 27, 2026 to 5:00 p.m. New York City time on November 2, 2026, subject to further extension.
- The Exchange Offers cover any and all outstanding Kenvue Inc. notes, in exchange for up to $7.0 billion aggregate principal amount of new Kimberly-Clark notes.
- The Exchange Offers are conditioned on completion of Kimberly-Clark's pending acquisition of Kenvue, a condition that cannot be waived by Kimberly-Clark.
- As of October 27, 2026, tender levels ranged from 73.93% (5.050% notes due 2028) to 98.54% (5.050% notes due 2053) of outstanding principal across seven Kenvue note series.
- Requisite consents were received on October 9, 2026 to adopt amendments to the Kenvue indenture; the amendments take effect only upon settlement of the Exchange Offers.
- The offering memorandum was amended to incorporate Kenvue's unaudited financial statements for the three and nine months ended September 27, 2026, to be included in its Form 10-Q.
- The new Kimberly-Clark notes are being offered privately under Rule 144A and Regulation S and have not been registered under the Securities Act.
03—Questions
Frequently Asked Questions
What is Kimberly-Clark offering to Kenvue noteholders?
Kimberly-Clark is offering to exchange any and all outstanding Kenvue Inc. notes for new Kimberly-Clark notes, up to $7.0 billion aggregate principal amount, under the Exchange Offers described in the offering memorandum dated September 28, 2026.
When do the Exchange Offers now expire?
The expiration date was extended from 5:00 p.m. New York City time on October 27, 2026 to 5:00 p.m. New York City time on November 2, 2026. The filing states that this date may be further extended. The settlement date is expected to occur promptly after the Expiration Date.
What conditions must be met for the Exchange Offers to close?
The Exchange Offers are conditioned on the consummation of Kimberly-Clark's pending acquisition of Kenvue, which Kimberly-Clark may not waive, as well as certain other conditions that Kimberly-Clark may waive.
How much Kenvue debt has been tendered so far?
As of 5:00 p.m. New York City time on October 27, 2026, the filing lists tendered principal amounts for each of seven series, including $1.5 billion of the 5.050% Senior Notes due 2053 (98.54% of outstanding) and $739.3 million of the 5.050% Senior Notes due 2028 (73.93% of outstanding). The filing does not state a combined total.
What changes to the Kenvue notes were approved, and when do they take effect?
Requisite consents were received on October 9, 2026, the early participation date, to adopt amendments to the Kenvue indenture, and a supplemental indenture containing the amendments was executed. The amendments will become operative only upon settlement of the Exchange Offers.
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