What will Kenvue shareholders receive in the merger?

Each share of Kenvue common stock will be converted into 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash. The press release states total consideration of $21.01 per share based on Kimberly-Clark's closing price as of October 31, 2025. Cash for fractional shares will be paid in lieu of issuing them.

When is the transaction expected to close, and what could prevent it?

The companies expect closing in the second half of 2026. Completion requires approval by Kenvue shareholders of the merger agreement and by Kimberly-Clark shareholders of the stock issuance, expiration of the HSR waiting period and certain foreign clearances, effectiveness of the Form S-4, Nasdaq listing approval, and other customary conditions. The agreement may be terminated if the merger is not completed by November 2, 2026, subject to extension to May 3, 2027 in certain circumstances.

What termination fees apply if the deal fails?

A termination fee of $1,136,000,000 in cash is payable by the party in specified circumstances, such as a change in board recommendation or a failed stockholder approval or breach where a third party has made or announced an alternative proposal and a definitive agreement or transaction for an alternative deal follows within 12 months.

What synergies do the companies expect?

The companies estimate approximately $2.1 billion in total run-rate synergies, including approximately $1.9 billion in cost synergies and approximately $500 million in incremental revenue-synergy profit, partially offset by approximately $300 million of reinvestment. Cash costs to achieve these synergies are expected to be $2.5 billion.

What are the key terms of Kirk Perry's appointment?

Kirk L. Perry became permanent CEO effective November 2, 2025, and will remain on the Kenvue Board. His offer letter provides a $1,350,000 annualized base salary, a 2026 annual bonus target of 175% of base salary, an equity grant with a $9,287,500 grant date value, and a transaction bonus of up to $4,000,000 subject to his employment through the First Effective Time and the Board's performance evaluation.

KVUE 8-K: Leadership Changes, Material Agreements & More

01—Abstract

Summary

Summary of the 8-K filed November 3, 2025. Cited figures are marked; the original filing is the authoritative source.

On November 2, 2025, Kenvue Inc. entered into an Agreement and Plan of Merger with Kimberly-Clark Corporation, Vesta Sub I, Inc. and Vesta Sub II, LLC under which Kenvue will become a direct wholly owned subsidiary of Kimberly-Clark through a two-step merger.

Each Kenvue common share will be converted into 0.14625 shares of Kimberly-Clark common stock plus $3.50^a in cash. The accompanying press release describes an enterprise value of approximately $48.7 billion and total consideration of $21.01 per share based on Kimberly-Clark's October 31, 2025 closing price. Kimberly-Clark shareholders are expected to own approximately 54% and Kenvue shareholders approximately 46% of the combined company on a fully diluted basis.

The transaction is expected to close in the second half of 2026, subject to shareholder approvals, regulatory approvals and other customary conditions. The merger agreement includes a $1,136,000,000^b termination fee in specified circumstances and an Outside Date of November 2, 2026, subject to extension. The filing also reports that Kirk L.

Perry was appointed Kenvue's permanent Chief Executive Officer effective November 2, 2025, having served on an interim basis since July 2025. His offer letter provides a base salary at an annualized rate of $1,350,000,^c a target bonus of 175% of base salary beginning in 2026, an equity award grant with a grant date value of $9,287,500, and a transaction bonus of up to $4,000,000. The filing also discloses an amended and restated Executive Severance Pay Plan that becomes effective at the First Effective Time.

The press release states that the companies expect approximately $2.1 billion^d in total run-rate synergies, comprising approximately $1.9 billion in cost synergies and approximately $500 million in incremental profit from revenue synergies, partially offset by approximately $300 million of reinvestment. The companies expect $2.5 billion of cash costs to achieve these synergies and describe the transaction as expected to be accretive to Kimberly-Clark's adjusted EPS by year two.

02—Key points

Key Highlights

Kimberly-Clark will acquire Kenvue in a cash-and-stock transaction: each Kenvue share receives 0.14625 Kimberly-Clark shares plus $3.50 in cash, or $21.01 per share based on October 31, 2025 pricing.
Enterprise value of approximately $48.7 billion; headline multiple of 14.3x Kenvue LTM adjusted EBITDA, or 8.8x including expected run-rate synergies of $2.1 billion net of reinvestment.
Pro forma ownership is expected to be about 54% for current Kimberly-Clark shareholders and about 46% for current Kenvue shareholders on a fully diluted basis.
Cash component of $6.8 billion to be funded by Kimberly-Clark through balance sheet cash, new debt, and proceeds from the sale of a 51% interest in its IFP business; committed financing from JPMorgan Chase Bank, N.A. is in place.
Termination fee of $1,136,000,000 payable in specified circumstances; Outside Date of November 2, 2026, subject to extension to May 3, 2027 for certain regulatory approvals.
Kirk L. Perry appointed permanent CEO effective November 2, 2025, with a transaction bonus of up to $4,000,000 and a $1,350,000 base salary.
Transaction is expected to close in the second half of 2026, subject to Kenvue and Kimberly-Clark shareholder approvals and regulatory clearances.

03—Questions

Frequently Asked Questions

What will Kenvue shareholders receive in the merger?
Each share of Kenvue common stock will be converted into 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash. The press release states total consideration of $21.01 per share based on Kimberly-Clark's closing price as of October 31, 2025. Cash for fractional shares will be paid in lieu of issuing them.
When is the transaction expected to close, and what could prevent it?
The companies expect closing in the second half of 2026. Completion requires approval by Kenvue shareholders of the merger agreement and by Kimberly-Clark shareholders of the stock issuance, expiration of the HSR waiting period and certain foreign clearances, effectiveness of the Form S-4, Nasdaq listing approval, and other customary conditions. The agreement may be terminated if the merger is not completed by November 2, 2026, subject to extension to May 3, 2027 in certain circumstances.
What termination fees apply if the deal fails?
A termination fee of $1,136,000,000 in cash is payable by the party in specified circumstances, such as a change in board recommendation or a failed stockholder approval or breach where a third party has made or announced an alternative proposal and a definitive agreement or transaction for an alternative deal follows within 12 months.
What synergies do the companies expect?
The companies estimate approximately $2.1 billion in total run-rate synergies, including approximately $1.9 billion in cost synergies and approximately $500 million in incremental revenue-synergy profit, partially offset by approximately $300 million of reinvestment. Cash costs to achieve these synergies are expected to be $2.5 billion.
What are the key terms of Kirk Perry's appointment?
Kirk L. Perry became permanent CEO effective November 2, 2025, and will remain on the Kenvue Board. His offer letter provides a $1,350,000 annualized base salary, a 2026 annual bonus target of 175% of base salary, an equity grant with a $9,287,500 grant date value, and a transaction bonus of up to $4,000,000 subject to his employment through the First Effective Time and the Board's performance evaluation.

04—Continue

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