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0000055785
KIMBERLY CLARK CORP
0000055785
2026-10-27
2026-10-27
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): October 27, 2026
KIMBERLY-CLARK CORPORATION
(Exact name of registrant
as specified in its charter)
| Delaware |
1-225 |
39-0394230 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
No.) |
P.O.
Box 619100
Dallas, Texas 75261-9100
(Address of Principal Executive Offices) (Zip Code)
(972)
281-1200
(Registrant’s telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| Common Stock, $1.25 Par Value |
KMB |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
Exchange Offers
On October 27, 2026, Kimberly-Clark Corporation, a Delaware corporation
(“Kimberly-Clark”), announced that it has extended the expiration date of its previously announced offers to exchange (each,
an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes (the “Kenvue
Notes”) issued by Kenvue Inc., a Delaware corporation (“Kenvue”), for up to $7.0 billion aggregate principal amount
of new notes issued by Kimberly-Clark.
Kimberly-Clark extended such expiration date from 5:00 p.m., New York
City time, on October 27, 2026, to 5:00 p.m., New York City time, on November 2, 2026 (as the same may be further extended, the “Expiration
Date”).
The Exchange Offers are being made solely pursuant to the conditions
set forth in the confidential offering memorandum and consent solicitation statement dated September 28, 2026 (as amended from time to
time) in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended. The Exchange Offers
are conditioned, among other things, upon the consummation of Kimberly-Clark’s previously announced pending acquisition of Kenvue
(the “Acquisition”).
On the early participation date of October 9, 2026, requisite consents
were received to adopt certain amendments (the “Amendments”) to the indenture governing the Kenvue Notes (the “Kenvue
Indenture”) and a supplemental indenture to the Kenvue Indenture containing the Amendments was executed. The Amendments will become
operative only upon settlement of the Exchange Offers. The settlement date for the Exchange Offers is expected to occur promptly after
the Expiration Date.
A copy of the press release issued by Kimberly-Clark is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Press Release issued by Kimberly-Clark Corporation on October 27, 2026. |
| 104 |
The cover page from Kimberly-Clark Corporation’s Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
KIMBERLY-CLARK CORPORATION |
| |
|
|
| Date: October 27, 2026 |
By: |
/s/ Nelson Urdaneta |
| |
Name: |
Nelson Urdaneta |
| |
Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Kimberly-Clark Corporation Announces Extension
of the Expiration Date for Exchange Offers for Kenvue Notes
DALLAS, October 27, 2026 – Kimberly-Clark
Corporation (NASDAQ: KMB) (“Kimberly-Clark”) announced today the extension of the expiration date of the offers to
exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding
notes (the “Kenvue Notes”) issued by Kenvue Inc. (NYSE: KVUE) (“Kenvue”) for up to $7,000,000,000
aggregate principal amount of new notes to be issued by Kimberly-Clark (the “Kimberly-Clark Notes”). Kimberly-Clark
hereby extends such expiration date from 5:00 p.m., New York City time, on October 27, 2026, to 5:00 p.m., New York City time, on November
2, 2026 (as the same may be further extended, the “Expiration Date”).
Except as described in this press release, all other terms of the Exchange
Offers remain unchanged.
As of 5:00 p.m., New York City time, on October 27, 2026, the principal
amounts of Kenvue Notes set forth in the table below had been validly tendered and not validly withdrawn:
| Title of Series of Kenvue Notes | |
CUSIP/ISIN No. of
Kenvue Notes(1) | |
Principal
Amount
Outstanding | | |
Principal
Amount
Tendered
as of 5:00 p.m.,
New York
City time,
on October 27,
2026 | | |
Percentage of
Outstanding
Principal
Amount
Tendered | |
| 5.050% Senior Notes due 2028 | |
49177JAF9 / US49177JAF93 | |
$ | 1,000,000,000 | | |
$ | 739,298,000 | | |
| 73.93 | % |
| 5.000% Senior Notes due 2030 | |
49177JAH5 / US49177JAH59 | |
$ | 1,000,000,000 | | |
$ | 846,524,000 | | |
| 84.65 | % |
| 4.850% Senior Notes due 2032 | |
49177JAS1 / US49177JAS15 | |
$ | 750,000,000 | | |
$ | 702,706,000 | | |
| 93.69 | % |
| 4.900% Senior Notes due 2033 | |
49177JAK8 / US49177JAK88 | |
$ | 1,250,000,000 | | |
$ | 1,152,617,000 | | |
| 92.21 | % |
| 5.100% Senior Notes due 2043 | |
49177JAM4 / US49177JAM45 | |
$ | 750,000,000 | | |
$ | 728,377,000 | | |
| 97.12 | % |
| 5.050% Senior Notes due 2053 | |
49177JAP7 / US49177JAP75 | |
$ | 1,500,000,000 | | |
$ | 1,478,069,000 | | |
| 98.54 | % |
| 5.200% Senior Notes due 2063 | |
49177JAR3 / US49177JAR32 | |
$ | 750,000,000 | | |
$ | 726,335,000 | | |
| 96.84 | % |
| (1) | No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Kenvue
Notes. Such CUSIP numbers are provided solely for the convenience of the holders of Kenvue Notes. |
In addition, the confidential offering memorandum and consent solicitation
statement dated September 28, 2026 (as amended from time to time, including by this press release, the “Offering Memorandum”) is
hereby amended to incorporate by reference Kenvue’s unaudited consolidated financial statements and related notes for the three
and nine months ended September 27, 2026 and September 28, 2025 that will be included in Kenvue's Quarterly Report on Form 10-Q to be
filed with the U.S. Securities and Exchange Commission (“SEC”). The Exchange Offers are being made pursuant to the
terms and subject to the conditions set forth in the Offering Memorandum, and are conditioned upon the consummation of Kimberly-Clark’s
previously announced pending acquisition of Kenvue (the “Acquisition”), which condition may not be waived by Kimberly-Clark,
and certain other conditions that may be waived by Kimberly-Clark. The settlement date for the Exchange Offers is expected to occur promptly
after the Expiration Date.
On the early participation date of October 9, 2026, requisite consents
were received for adopting certain amendments (the “Amendments”) to the indenture governing the Kenvue Notes and a
supplemental indenture to the Kenvue Indenture containing the Amendments was executed. The Amendments will become operative only upon
settlement of the Exchange Offers.
The Kimberly-Clark Notes have not been registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), or securities laws of any state or any other
jurisdiction. Unless registered, the Kimberly-Clark Notes may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Exchange Offers will only be made, and the Kimberly-Clark Notes are only being offered and
will only be issued, (a) to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A
under the Securities Act) in compliance with Rule 144A under the Securities Act and (b) outside the United States to non-U.S.
persons in compliance with Regulation S under the Securities Act, and (if a resident in a member state of the European Economic
Area) such person is not a “EEA retail investor” or (if a resident in the United Kingdom) such person is not a “UK
retail investor” (as defined in the Offering Memorandum) or (if resident in Canada) it is a “non-U.S. Canadian qualified
offeree” (such persons, “Eligible Holders”). Eligible Holders who are located or resident outside of the
United States may be subject to other eligibility criteria. Only Eligible Holders who properly complete and return the eligibility
letter (the “Eligibility Letter”), which is available from the Information Agent (as defined below), are
authorized to receive and review the Offering Memorandum and to participate in the Exchange Offers.
Holders who desire to obtain a copy of the Eligibility Letter should
contact D.F. King & Co., Inc., the information and exchange agent for the Exchange Offers (the “Information Agent”),
at: (800) 967-7635 (banks and brokers) or (646) 602-4897 (all others), at www.dfking.com/kmb-kvue or by email at kmb-kvue@dfking.com.
D.F. King & Co., Inc. will also provide copies of the Offering Memorandum to Eligible Holders.
The Exchange Offers are being made only pursuant to the Offering Memorandum.
The Offering Memorandum and other documents relating to the Exchange Offers will be distributed only to Eligible Holders. The Exchange
Offers are not being made to holders of Kenvue Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. The Kimberly-Clark Notes have not been approved or disapproved by any
regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Memorandum.
None of Kimberly-Clark, Kimberly-Clark’s subsidiaries, its and
their respective directors or officers, the dealer managers and solicitation agents, the exchange agent, the information agent, any trustee
for the Kimberly-Clark Notes or the Kenvue Notes, their respective affiliates, or any other person is making any recommendation as to
whether holders should tender their Kenvue Notes in the Exchange Offers.
This press release does not constitute an offer to sell or purchase,
or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security in any jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
The Kimberly-Clark Notes offered in the Exchange Offers have not
been registered under the Securities Act or any state securities laws. Therefore, the Kimberly-Clark Notes may not be offered or sold
in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable
state securities laws.
About Kimberly-Clark
Kimberly-Clark (NASDAQ: KMB) and its trusted brands are an indispensable
part of life for people in more than 175 countries and territories. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex,
Cottonelle, Poise, Depend, Pull-Ups, Goodnites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, hold No. 1 or No. 2 share positions
in approximately 70 countries. Our company’s purpose is to deliver Better Care for a Better World. We are committed to using sustainable
practices designed to support a healthy planet, build strong communities, and enable our business to thrive for decades to come. The
KMB stock is a large cap growth and value stock and core S&P 500 equity held by more than 400 Exchange Traded Funds. Kimberly-Clark
is considered a dividend aristocrat, having paid a cash dividend to shareholders for 92 consecutive years and increased its dividend
for 54 consecutive years.
Forward Looking Statements
Certain statements contained in this press release, including the expected
timing of completion of the Acquisition and the Exchange Offers, constitute “forward-looking statements” within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, 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 our control. Forward-looking statements are based upon the expectations and beliefs of the
management of Kimberly-Clark as of the date they were made and speak only as of the date they were made. We undertake no obligation to
publicly update any forward-looking statements. Some of these forward-looking statements can be identified by words like “anticipate,”
“approximately,” “believe,” “continue,” “could,” “estimate,” “expect,”
“forecast,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,”
“predict,” “project,” “seek,” “should,” “target,” “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. Many factors outside our control, including risks and uncertainties around the Acquisition, could affect the realization
of these estimates. Additional information and factors concerning these risks, uncertainties and assumptions can be found in Kimberly-Clark’s
filings with the U.S. Securities and Exchange Commission (“SEC”), including the risk factors discussed in Kimberly-Clark’s
most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10-Q and future filings with the SEC. Forward-looking
statements included herein are made only as of the date hereof and Kimberly-Clark undertakes no obligation to update any forward-looking
statements, or any other information in this press release, 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 press release are qualified in their
entirety by this cautionary statement.
