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Kenvue 8-K Report, Material Agreement (May 21, 2025)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed May 21, 2025
Period End
May 20, 2025
Security
KVUE
In the record · 2023–202610-K310-Q128-K34

KVUE filed 3 annual reports (10-K), 12 quarterly reports (10-Q) and 34 current reports (8-K) between 2023 and 2026.

  1. Change in control8-K · Aug ’23Aug ’23
  2. Leadership change8-K · Jul ’24Jul ’24
  3. Change in control8-K · Nov ’26Nov ’26

01—Abstract

Summary

Summary of the 8-K filed May 21, 2025. Cited figures are marked; the original filing is the authoritative source.

Kenvue Inc. reported in this Form 8-K, filed May 21, 2025, that on May 20, 2025 it entered into an underwriting agreement with Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Representatives for the several Underwriters.

Under the agreement, the company agreed to issue and sell $750,000,000a aggregate principal amount of its 4.850% Senior Notes due 2032 in an underwritten public offering. The offering was made pursuant to the company's registration statement on Form S-3 (Registration File No. 333-285172). The company intends to use the net proceeds from the offering for general corporate purposes.

The filing does not describe any other transactions, financial results, or operational developments. The full text of the underwriting agreement is filed as Exhibit 1.1 and incorporated by reference. The filing also includes standard cautionary language on forward-looking statements, directing readers to the company's Form S-3, Form 10-K, and subsequent Forms 10-Q for risk factors, and noting the company undertakes no obligation to update such statements.

02—Key points

Key Highlights

  1. Kenvue entered into an underwriting agreement on May 20, 2025 for an underwritten public offering of senior notes.
  2. The offering consists of $750,000,000 aggregate principal amount of 4.850% Senior Notes due 2032.
  3. Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are the Representatives of the several Underwriters.
  4. The notes were issued under the company's Form S-3 registration statement (Registration File No. 333-285172).
  5. Net proceeds are intended for general corporate purposes.
  6. The underwriting agreement is filed as Exhibit 1.1 and incorporated by reference into the filing.

03—Questions

Frequently Asked Questions

  1. What securities did Kenvue agree to sell in this offering?

    Kenvue agreed to issue and sell $750,000,000 aggregate principal amount of its 4.850% Senior Notes due 2032 to the Underwriters.

  2. Who are the underwriters in the offering?

    The filing identifies Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. as Representatives for the several Underwriters.

  3. How will Kenvue use the proceeds from the notes?

    The company intends to use the net proceeds from the offering for general corporate purposes.

  4. Under what registration statement was the offering made?

    The offering was made pursuant to the company's registration statement on Form S-3, Registration File No. 333-285172.

  5. Where can investors find the full terms of the underwriting agreement?

    The full text of the Underwriting Agreement, dated May 20, 2025, is attached as Exhibit 1.1 to the 8-K and incorporated by reference into the filing.

04—Continue

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