Kimberly-Clark Corp SEC Filings

Kimberly-Clark plans to acquire Kenvue through a two-step merger, after which Kenvue will become a wholly owned subsidiary and then merge into a Kimberly-Clark subsidiary.

Kenvue stockholders are expected to receive 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash for each Kenvue share, with cash paid instead of fractional Kimberly-Clark shares. Using recent Kimberly-Clark share prices cited in the document, this implied per-share value ranged from about $21.01 at announcement to $18.53 as of mid-December 2025.

Separate virtual special meetings on January 29, 2026 will ask Kimberly-Clark stockholders to approve issuing new shares and Kenvue stockholders to approve the merger agreement, an advisory compensation vote, and a possible adjournment. After closing, existing Kimberly-Clark holders are expected to own roughly 54% of the combined company and former Kenvue holders about 46%, based on fully diluted market values at signing. Both boards unanimously recommend that their stockholders vote in favor of all proposals related to the transaction.

Kimberly-Clark Corporation is updating how it presents past results by recasting parts of its 2024 annual report to treat its International Family Care and Professional (IFP) business as discontinued operations. This follows a June 5, 2025 agreement with Suzano S.A. to form a joint venture that will include substantially all former IFP operations. At closing, Suzano and its subsidiaries will acquire a 51% interest in the joint venture for a purchase price of approximately $1.7 billion, while Kimberly-Clark will retain a 49% equity stake.

The company determined this IFP transaction is a strategic shift that will have a major effect on its operations and financial results. As a result, second quarter 2025 and earlier periods in the 2024 Form 10-K are being recast so IFP results appear as discontinued operations. Exhibit 99.1 replaces selected sections, including Management’s Discussion and Analysis and the financial statements, but the filing does not amend or restate other parts of the original 2024 Form 10-K.

Kimberly-Clark Corporation filed a communication under Rule 425 describing a proposed transaction with Kenvue Inc. and the related shareholder approval process. Kimberly-Clark plans to file a registration statement on Form S-4 covering the proposed issuance of its common stock, which will include a joint proxy statement/prospectus to be mailed to both companies’ stockholders for votes on transaction-related proposals after SEC effectiveness. The communication emphasizes that it is not an offer to sell or buy securities and urges investors to read carefully the registration statement, joint proxy statement/prospectus, and related SEC filings when available. It also highlights that projections and other statements about expected benefits, synergies, financing, cash flow, and timing are forward-looking and subject to significant risks and uncertainties outlined in each company’s SEC reports.

Kimberly-Clark Corporation has issued a communication describing a proposed transaction with Kenvue Inc., in which the two companies plan to combine to create what they describe as a preeminent global health and wellness leader. The message comes from a senior Kimberly-Clark executive, who characterizes this as one of the most important days in the company’s history and highlights the strategic significance of joining two iconic American brands.

The companies plan to file a Form S-4 registration statement with the SEC, including a joint proxy statement/prospectus, and will seek stockholder approval from both Kimberly-Clark and Kenvue investors. The communication emphasizes that investors should rely on the full registration statement and joint proxy statement/prospectus when available, and it provides standard cautionary language that forward-looking statements about expected benefits, synergies, and financial impact are subject to numerous risks, including regulatory approvals, integration challenges, transaction timing, market reactions, and broader economic and operational uncertainties.

Kimberly-Clark (KMB) reported a leadership change: Chief Digital and Technology Officer Zackery Hicks will depart the company effective March 31, 2026 to pursue other opportunities.

The company stated that Mr. Hicks will receive certain compensation and benefits consistent with its Severance Pay Plan. No additional leadership or operational changes were detailed in this notice.

Kimberly-Clark (KMB) insider transaction: The company’s Chief Human Resources Officer reported the acquisition of 16,707 restricted share units on 10/31/2025, as disclosed on Form 4.

The filing lists derivative securities (RSUs) with an acquisition transaction code “A” at a price of $0.0000 per unit, directly held. Each RSU is payable on a 1-for-1 basis in common stock, and the total corresponds to 16,707 underlying shares.

According to the disclosure, additional RSUs are accrued based on dividends paid on the common stock. The RSUs vest in one-third increments on each of the first, second, and third anniversaries of the grant date. Some RSUs have vested and are paid out in shares of common stock.

Kimberly-Clark (KMB) reported an insider equity award. Officer John Carmichael (President, North America) filed a Form 4 for 4,177 restricted share units on 10/31/2025, shown as transaction code A at an exercise price of $0.0000 per unit. Each RSU corresponds to one share of common stock.

The filing lists 4,177 derivative securities beneficially owned following the transaction, held directly. Per the footnotes, these RSUs vest in one-half increments on each of the first and second anniversaries of the grant date and are payable on a 1-for-1 basis under the company’s equity plan.

Kimberly-Clark (KMB) insider transaction: Chief Supply Chain Officer Tamera Fenske reported equity award activity on 10/31/2025. 20,176 performance-based restricted share units vested and were paid in common stock, and 4,483 restricted share units converted on a 1-for-1 basis.

To satisfy tax withholding, 1,997 and 8,987 shares were automatically surrendered at $119.71. After these transactions, the reporting person directly owned 19,842 shares.

Kimberly‑Clark announced a definitive agreement to acquire Kenvue through a two‑step merger. Each share of Kenvue common stock will be converted at the first closing into 0.14625 shares of KMB plus $3.50 in cash, with KMB shares to be listed on Nasdaq. No fractional KMB shares will be issued; cash will be paid in lieu of fractions.

The companies will file a joint Form S‑4 with a joint proxy statement/prospectus, and the deal requires stockholder approvals, antitrust clearances, S‑4 effectiveness, and Nasdaq listing approval of the stock consideration. The agreement includes an Outside Date of November 2, 2026, automatically extendable to May 3, 2027 for certain regulatory approvals, and a $1,136,000,000 termination fee payable in specified circumstances. Upon closing, the KMB board will add three Kenvue designees.

KMB secured a committed $7.7 billion bridge facility to fund the cash portion and transaction expenses if permanent financing or other sources are not in place at closing.