Kimberly-Clark (KVUE) merger with Kenvue: proxy materials, risks and forward-looking projections

Rhea-AI Filing Summary

Kimberly-Clark Corporation filed this communication under securities solicitation rules in connection with its proposed transaction with Kenvue Inc.. It highlights that a Form S-4 registration statement, including a joint proxy statement/prospectus covering the proposed issuance of Kimberly-Clark common stock, has been declared effective and mailed to both companies’ stockholders to seek approval of transaction-related proposals.

The text urges investors and stockholders of both companies to carefully read the registration statement and definitive joint proxy statement/prospectus, which are available for free on the SEC’s and each company’s websites. It also explains that statements about expected benefits, synergies, cash flow, capital structure and growth from combining the businesses are forward-looking and subject to many risks, including deal completion, integration challenges, regulatory approvals, litigation, market conditions and changing consumer behavior.

The communication further notes that projected combined financial information is based on management estimates, is illustrative only, does not follow Regulation S-X pro forma requirements and should not be viewed as a substitute for each company’s historical financial statements.

Insights

M&A and securities disclosure analyst

Kimberly-Clark’s message mainly provides required disclosures around its planned merger with Kenvue.

This communication explains that Kimberly-Clark and Kenvue are pursuing a proposed transaction for which a Form S-4 registration statement, including a joint proxy statement/prospectus, has been declared effective. That document governs the proposed issuance of Kimberly-Clark common stock and is being used to solicit stockholder approvals at both companies.

The text emphasizes that investors should rely on the detailed joint proxy statement/prospectus and related SEC filings, which contain information on the transaction terms, participants and their interests. It clarifies that this piece, including Google search advertisements, is solicitation material but not an offer to buy or sell securities and not a standalone prospectus.

A substantial portion is devoted to forward-looking statement cautions and risk factors around closing conditions, integration, potential litigation, credit ratings, macroeconomic pressures and shifts in consumer behavior. It also stresses that projected combined financial information is illustrative and not prepared under Regulation S-X pro forma rules, so assessing the transaction requires reviewing the full SEC materials rather than treating these projections as finalized guidance.

Filed by Kimberly-Clark Corporation

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Kenvue Inc.

Commission File No.: 001-41697

The following advertisements were posted on Google Search on January 7, 2026:

 

Important Information for Investors and Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

This communication may be deemed to be solicitation material in respect of the proposed transaction between Kimberly-Clark Corporation (“K-C”) and Kenvue Inc. (“Kenvue”). In connection therewith, on 12/4/2025, K-C and Kenvue filed with the Securities and Exchange Commission (the “SEC”) a K-C registration statement on Form S-4, as amended on 12/12/2025 (the “Form S-4”), in connection with the proposed issuance of shares of K-C’s common stock pursuant to the proposed transaction, which contains a joint proxy statement of K-C and Kenvue that also constitutes a prospectus of K-C. The registration statement was declared effective by the SEC on 12/16/2025 and K-C and Kenvue filed a prospectus and definitive proxy statement, respectively, and commenced mailing the definitive joint proxy statement/prospectus to their respective stockholders, on 12/16/2025, seeking their approval of their respective transaction-related proposals. INVESTORS AND STOCKHOLDERS OF K-C AND KENVUE ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS AND OTHER DOCUMENTS IN THEIR ENTIRETY FILED OR THAT WILL BE FILED WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE PARTIES TO THE PROPOSED TRANSACTION AND ANY SOLICITATION. This communication is not a substitute for the registration statement, the definitive joint proxy statement/prospectus or any other document that K-C or Kenvue may file with the SEC and send to its stockholders in connection with the proposed transaction. Investors and stockholders may obtain free copies of the registration statement and the definitive joint proxy statement/prospectus and other documents filed with the SEC by K-C or Kenvue through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by K-C are available free of charge on K-C’s website at kimberly-clark.com under the tab “Investors” and under the heading “Financial” and subheading “SEC Filings.” Copies of the documents filed with the SEC by Kenvue are available free of charge on Kenvue’s website at kenvue.com under the tab “Investors” and under the heading “Financials & reports” and subheading “SEC filings.”

Certain Information Regarding Participants

K-C, Kenvue, and their respective directors and executive officers and certain other members of management and employees may be considered participants in the solicitation of proxies from the stockholders of K-C and Kenvue in connection with the proposed transaction. Information about the directors and executive officers of K-C is set forth in its Annual Report on Form 10-K for the year ended 12/31/2024, which was filed with the SEC on 2/13/2025, its proxy statement for its 2025 annual meeting, which was filed with the SEC on 3/10/2025, and its Current Reports on Form 8-K, which were filed with the SEC on 5/6/2025 and 11/7/2025. Information about the directors and executive officers of Kenvue is set forth in its Annual Report on Form 10-K for the year ended 12/29/2024, which was filed with the SEC on 2/24/2025, its proxy statement for its 2025 annual meeting, which was filed with the SEC on 4/9/2025, and its Current Reports on Form 8-K, which were filed with the SEC on 5/8/2025, 6/24/2025, 7/14/2025 and 11/3/2025. To the extent holdings of K-C’s or Kenvue’s securities by its directors or executive officers have changed since the amounts set forth in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC, including the Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5 filed with the SEC on: 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/2/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 5/27/2025, 6/2/2025, 8/1/2025, 8/1/2025, 8/4/2025, 10/3/2025, 10/7/2025, 11/3/2025, 11/3/2025, 11/3/2025, 12/3/2025, 12/3/2025, 12/3/2025, 12/3/2025, 12/3/2025, 12/15/2025, 12/17/2025, 12/17/2025, 12/17/2025, 12/17/2025, 12/17/2025, 12/23/2025, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/5/2026, 1/6/2026 and 1/6/2026. Additional information about the directors and executive officers of K-C and Kenvue and other information regarding the potential participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, which may, in some cases, be different than those of K-C’s stockholders or Kenvue’s stockholders generally, are contained in the definitive joint proxy statement/prospectus filed with the SEC and other relevant materials filed with or to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) free of charge through the website maintained by the SEC at http://www.sec.gov and from K-C’s or Kenvue’s website as described above.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters contained in this communication, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on K-C’s and Kenvue’s business and future financial and operating results and prospects, the amount and timing of synergies from the proposed transaction, expectations regarding cash flow generation and the post-closing capital structure, growth initiatives, innovations, marketing and other spending, net sales constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and are based upon the current expectations and beliefs of the management of K-C and Kenvue concerning future events impacting K-C and Kenvue and are qualified by the inherent risks and uncertainties surrounding future expectations generally. There can be no assurance that these future events will occur as anticipated or that our results will be as estimated. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond K-C’s and Kenvue’s control. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. Some of these forward-looking statements can be identified by words like “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “should,” “will,” or “would,” the negative of these words, other terms of similar meaning or the use of future dates.

The assumptions used as a basis for the forward-looking statements include many estimates that depend on many factors outside of K-C’s or Kenvue’s control, including, but not limited to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the merger agreement, the risk that the conditions to the completion of the proposed transaction (including stockholder and regulatory approvals) are not satisfied in a timely manner or at all, the possibility that competing offers or transaction proposals may be made, the risks arising from the integration of the K-C and Kenvue businesses, the uncertainty of rating agency actions, the risk that the anticipated benefits and synergies of the proposed transaction may not be realized when expected or at all and that the proposed transaction may not be completed in a timely manner or at all, the risk of unexpected costs or expenses resulting from the proposed transaction, the risk of litigation related to the proposed transaction, including resulting expense or delay, the risks related to disruption to ongoing business operations and diversion of management’s time as a result of the proposed transaction, the risk that the proposed transaction may have an adverse effect on the ability of K-C and Kenvue to retain key personnel, customers and suppliers, the risk that the credit ratings of the combined company declines following the proposed transaction, the risk that the announcement or the consummation of the proposed transaction has a negative effect on the market price of the capital stock of K-C and Kenvue or on K-C’s and Kenvue’s operating results, the risk of product liability litigation or government or regulatory action, including related to product liability claims, the risk of product efficacy or safety concerns resulting in product recalls or regulatory action, risks relating to inflation and other economic factors, such as interest rate and currency exchange rate fluctuations, government trade or similar regulatory actions (including current and potential trade and tariff actions and other constraints on trade affecting the countries where K-C or Kenvue operate and the resulting negative impacts on our supply chain, commodity costs, and consumer spending), natural disasters, acts of war, terrorism, catastrophes, pandemics, epidemics, or other disease outbreaks, the prices and availability of K-C’s or Kenvue’s raw materials, manufacturing difficulties or delays or supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including customers, suppliers and financial institutions with which K-C or Kenvue do business), impairment of goodwill and intangible assets and projections of operating results and other factors that may affect impairment testing, changes in customer preferences, severe weather conditions, regional instabilities and hostilities, potential competitive pressures on selling prices for K-C and Kenvue products, energy costs, general economic and political conditions globally and in the markets in which K-C and Kenvue do business (including the related responses of consumers, customers and suppliers on sanctions issued by the U.S., the European Union, Russia or other countries), the ability to maintain key customer relationships, competition, including technological advances, new products, and intellectual property attained by competitors, challenges inherent in new product research and development, uncertainty of commercial success for new and existing products and digital capabilities, challenges to intellectual property protections including counterfeiting, the ability of K-C and Kenvue to successfully execute business development strategy and other strategic plans, changes to applicable laws and regulations and other requirements imposed by stakeholders, as well as changes in behavior and spending patterns of consumers, could affect the realization of these estimates.

Additional information and factors concerning these risks, uncertainties and assumptions can be found in K-C’s and Kenvue’s respective filings with the SEC, including the risk factors discussed in K-C’s and Kenvue’s most recent Annual Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q, the Form S-4 and future filings with the SEC. Forward-looking statements included herein are made only as of the date hereof and neither K-C nor Kenvue undertakes any obligation to update any forward-looking statements, or any other information in this communication, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

Important Note about Combined Financial Information

The projected financial information for the combined businesses of K-C and Kenvue is based on management’s estimates, assumptions and projections and has not been prepared in conformance with the applicable requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments have not been applied and are not reflected therein. This information is provided for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements of K-C or Kenvue. Various factors could cause actual future results to differ materially from those currently estimated by management, including, but not limited to, the risks described above and in each of K-C’s and Kenvue’s respective filings with the SEC.

FAQ

What transaction between Kimberly-Clark and Kenvue (KVUE) is this communication about?

This communication relates to a proposed transaction between Kimberly-Clark Corporation and Kenvue Inc., under which Kimberly-Clark would issue shares of its common stock. The detailed terms and structure are described in a Form S-4 registration statement that includes a joint proxy statement/prospectus filed with the SEC.

What is the Form S-4 filed by Kimberly-Clark and Kenvue and why is it important for KVUE investors?

Kimberly-Clark and Kenvue filed a Form S-4 registration statement that includes a joint proxy statement/prospectus covering the proposed issuance of Kimberly-Clark common stock in the transaction. It has been declared effective and sent to stockholders to solicit approval of transaction-related proposals, and it contains important information about the deal and the parties.

Where can Kimberly-Clark and Kenvue (KVUE) stockholders access the joint proxy statement/prospectus?

Stockholders can obtain free copies of the registration statement and definitive joint proxy statement/prospectus from the SEC’s website at http://www.sec.gov. They are also available at no charge on Kimberly-Clark’s website under “Investors > Financial > SEC Filings” and on Kenvue’s website under “Investors > Financials & reports > SEC filings.”

How does this filing describe the forward-looking statements about the Kimberly-Clark and Kenvue (KVUE) combination?

The communication states that comments about anticipated benefits, synergies, cash flow, capital structure, growth initiatives and net sales from the proposed combination are forward-looking statements. It cautions that actual results may differ materially due to numerous risks, including deal completion, integration challenges, regulatory and litigation risks, supply chain issues, macroeconomic conditions and changing consumer behavior.

Are the combined Kimberly-Clark and Kenvue (KVUE) financial projections presented as pro forma financials?

No. The projected financial information for the combined businesses is based on management estimates and is provided for illustrative purposes only. The filing explains that it has not been prepared in conformity with Regulation S-X pro forma financial requirements, required pro forma adjustments have not been applied and it should not be considered a substitute for each company’s historical financial statements.

Who are considered participants in the proxy solicitation for the Kimberly-Clark and Kenvue (KVUE) merger?

The communication notes that Kimberly-Clark, Kenvue, their respective directors and executive officers, and certain other management and employees may be deemed participants in soliciting proxies from stockholders. Information about these individuals and their security holdings is available in each company’s recent Form 10-K, proxy statements, Form 8-K reports and in the definitive joint proxy statement/prospectus.