01—Abstract
Summary
Summary of the 8-K filed November 2, 2026. Cited figures are marked; the original filing is the authoritative source.
On November 2, 2026, Kenvue Inc. completed its merger with Kimberly-Clark Corporation (K-C) under the Agreement and Plan of Merger signed November 2, 2025.
First Merger Sub merged into Kenvue, which then merged into Second Merger Sub, and the surviving company, Kenvue LLC, is now a direct wholly owned subsidiary of K-C. Each Kenvue common share was converted into 0.14625 shares of K-C common stock plus $3.50a in cash, without interest. K-C funded the cash consideration with cash on hand, debt financing and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional business.
The filing also reports that Kenvue's $4.0 billionb senior unsecured revolving credit facility was terminated, with no borrowings outstanding at closing. Kenvue's equity awards were converted into equivalent K-C awards, and performance stock units became solely time-vesting restricted stock units. All twelve Kenvue directors resigned at the First Effective Time.
Kenvue's common stock is expected to be delisted from the NYSE, with deregistration to follow on Form 15. For debt holders, Kenvue LLC assumed all obligations on seven series of senior notes, totaling $8.25 billionc in aggregate principal across maturities from 2028 to 2063. The filing also discloses a Section 280G tax gross-up arrangement for General Counsel Matthew Orlando, capped at $8 million and expected to be substantially less.
02—Key points
Key Highlights
- Closing of the merger: Kenvue Inc. merged into a K-C subsidiary on November 2, 2026, and is now a direct wholly owned subsidiary of Kimberly-Clark Corporation.
- Merger consideration: Each Kenvue common share was converted into 0.14625 shares of K-C common stock plus $3.50 in cash, without interest.
- Financing: K-C funded the cash consideration with cash on hand, debt financing and proceeds from the sale of a 51% interest in its International Family Care and Professional business.
- Credit facility terminated: The $4.0 billion Credit Agreement was repaid and terminated at closing, with no borrowings outstanding.
- Debt assumed: Kenvue LLC, as successor, assumed seven series of senior notes with aggregate principal of $8.25 billion, maturing 2028 through 2063.
- Board and listing changes: All twelve Kenvue directors resigned, NYSE trading was suspended, and delisting and deregistration were requested.
- Executive tax arrangement: General Counsel Matthew Orlando received a Section 280G tax gross-up agreement capped at $8 million.
03—Questions
Frequently Asked Questions
What happened to Kenvue shareholders' shares?
Each share of Kenvue common stock outstanding at the First Effective Time was converted into 0.14625 shares of K-C common stock, with cash paid in lieu of fractional shares, plus $3.50 in cash, without interest.
Will Kenvue stock continue to trade?
No. The company requested that the NYSE suspend trading before the open on the Closing Date and file a Form 25 to delist the stock. Delisting takes effect 10 days after the Form 25 is filed, after which Kenvue LLC intends to file a Form 15 to deregister the shares and suspend its reporting obligations.
What happens to Kenvue's outstanding debt?
Kenvue LLC, as successor by merger, assumed all obligations under the Indenture and the seven outstanding series of senior notes, including the 5.050% notes due 2028, 5.000% notes due 2030, 4.850% notes due 2032, 4.900% notes due 2033, 5.100% notes due 2043, 5.050% notes due 2053 and 5.200% notes due 2063.
What happened to Kenvue's equity compensation?
Outstanding stock options, restricted stock units, performance stock units and deferred stock units were converted into equivalent K-C awards, with vesting conditions carried over. Performance stock units were converted into solely time-vesting restricted stock units, and the Long-Term Incentive Plan and Deferred Fee Plan for Directors were terminated.
04—Continue