Kimberly-Clark Corp SEC Filings

Kimberly-Clark director S. Todd Maclin reported acquiring additional company stock. On 03/31/2025, he acquired 134 shares of common stock at a price of $0.0000 per share, bringing his holdings to 2,134 shares. On 04/09/2025, he purchased a further 266 shares at $145.77 per share, increasing his directly held stake to 2,400 common shares.

Kimberly-Clark Corporation officer Andrew Scribner, who serves as Controller and Vice President of FP&A, reported a sale of company stock. On February 5, 2026, he sold 3,049 shares of Kimberly-Clark common stock at $104.29 per share. After this transaction, the filing shows he directly owned 0 shares of Kimberly-Clark common stock.

A holder of KMB common stock filed a Form 144 notice to sell 3,049 shares through Merrill Lynch on or about February 5, 2026 on Nasdaq. The shares were acquired via employment-related restricted stock award vests between January 2024 and May 2025, with compensatory payment dated February 6, 2026.

Kimberly-Clark Corporation’s General Counsel and Secretary, Grant B. McGee, reported the vesting of restricted share units and related share transactions. On January 31, 2026, 3,529 restricted share units granted on May 1, 2024 converted into the same number of shares of common stock at an exercise price of $0.0000 per share. In connection with this vesting, 1,451 shares of common stock were automatically surrendered to the issuer at $99.99 per share to satisfy tax withholding obligations. After these transactions, McGee directly held 4,748 shares of Kimberly-Clark common stock.

Kimberly-Clark officer Jeffrey P. Melucci, Chief Business, Strategy & Administration, reported the vesting of restricted share units and related share movements. On 01/31/2026, 4,466 restricted share units vested and were converted into the same number of common shares at an exercise price of $0.0000.

To cover tax withholding on this vesting, 1,807 common shares were automatically surrendered to the issuer at $99.99 per share. After these transactions, Melucci directly owned 49,661 shares of Kimberly-Clark common stock.

Kimberly-Clark Corporation held a virtual special meeting where stockholders approved issuing new shares of common stock to Kenvue Inc. stockholders as part of the planned two-step merger with Kenvue. This vote clears a key condition for Kimberly-Clark to complete the mergers described in its earlier proxy materials.

Of 331,892,847 shares outstanding as of the record date, 248,177,004 shares, or about 74.8%, were represented, constituting a quorum. The issuance proposal received 239,054,286 votes for, 8,439,618 votes against, and 683,100 abstentions, with no broker non-votes. A contingent adjournment proposal was not needed.

Kimberly-Clark used its Q4 and full-year 2025 update to highlight strong execution of its Powering Care strategy and a major portfolio shift toward higher-growth, higher-margin personal care and health and wellness. The company exited low-margin businesses, is forming a 49% International Family Care & Professional joint venture with Suzano, and plans to acquire Kenvue, creating a combined $32 billion pure-play global health and wellness leader.

In 2025, organic growth became volume-and-mix led, with innovations launched in the past three years driving 78% of volume/mix growth and enterprise share up about 10 basis points. Gross productivity reached 6.2% of adjusted COGS for the year and 7.2% in Q4, supporting adjusted gross margin expansion to 37.3% and adjusted operating margin of 16.6%. Adjusted free cash flow was $1.9 billion, leverage remained below 2.0x net debt to EBITDA, and the cash conversion cycle improved to roughly -10 days.

For 2026, management targets organic sales growth in line with or ahead of market, mid‑to‑high single-digit constant-currency adjusted operating profit growth and double‑digit adjusted EPS growth from continuing operations, while total adjusted EPS is expected roughly flat as discontinued operations step down. The company still expects about $2 billion of adjusted free cash flow alongside increased capex of roughly $1.3 billion to modernize its supply chain and support future productivity.

Kimberly-Clark Corporation filed a current report to furnish its financial results. The company attached a press release as Exhibit 99.1 that reports its results of operations for the quarter and year ended December 31, 2025. The information under Item 2.02 is being furnished rather than filed, which limits how it is used for certain securities law purposes and for incorporation into future registration statements. This 8-K also includes cover page interactive data and Inline XBRL tagging for the filing’s front page information.

Kimberly-Clark Corporation filed an updated communication about its planned two-step merger with Kenvue Inc., which would make Kenvue a wholly owned subsidiary through a pair of merger entities. The filing notes several stockholder lawsuits and demand letters from purported Kenvue and Kimberly-Clark stockholders that challenge the adequacy of disclosure in the joint proxy statement/prospectus, seeking to delay the stockholder votes or the mergers unless additional information is provided.

To reduce the risk of delay and minimize litigation expense, Kimberly-Clark is voluntarily supplementing the joint proxy statement/prospectus. The new disclosures add detail on Kenvue’s strategic review committee and non‑disclosure agreements, legal counsel conflicts review, fee and financing information for J.P. Morgan, and expanded valuation analyses from Centerview and Goldman Sachs, including enterprise values, EBITDA multiples, discounted cash flow work and non‑GAAP projections for Kimberly‑Clark, Kenvue and the combined company through 2030. The Kimberly‑Clark board continues to unanimously recommend that its stockholders vote “FOR” the share issuance and adjournment proposals related to the mergers.