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0000055785
KIMBERLY CLARK CORP
0000055785
2026-10-29
2026-10-29
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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 29, 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 1.01. |
Entry into a Material Definitive Agreement. |
Senior Notes Offering
On October 29, 2026, Kimberly-Clark Corporation
(the “Corporation”) completed the previously announced sale of $4.9 billion aggregate principal amount of its senior unsecured
notes, consisting of: (i)$750,000,000 aggregate principal amount of 5.100% Notes due 2028 (the “2028 Notes”), (ii) $1,000,000,000
aggregate principal amount of 5.300% Notes due 2029 (the “2029 Notes”), (iii) $1,250,000,000 aggregate principal amount of
5.450% Notes due 2031 (the “2031 Notes”), (iv) $750,000,000 aggregate principal amount of 5.650% Notes due 2034 (the “2034
Notes”) and (v) $1,150,000,000 aggregate principal amount of 5.800% Notes due 2036 (the “2036 Notes” and, collectively
with the 2028 Notes, the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”) in a private offering (the “Offering”)
that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes were issued under the First Amended and
Restated Indenture (as amended by the first, second and eighth supplemental indentures dated as of November 6, 1992, May 25, 1994 and
October 27, 2021, respectively, the “Base Indenture”), dated as of March 1, 1988, by and among the Corporation and The
Bank of New York Mellon Trust Company, N.A. (as successor in interest to The First National Bank of Chicago) as trustee (originally executed
with Bank of America National Trust and Savings Association) and the Eleventh Supplemental Indenture, dated as of October 29, 2026 (the
“Eleventh Supplemental Indenture” and the Base Indenture as supplemented by the Eleventh Supplemental Indenture, the “Indenture”)),
by and among the Corporation and U.S. Bank Trust Company, National Association, as successor trustee under the Indenture in respect to
the Notes.
The Notes are the Corporation’s general,
unsecured senior obligations, and rank equally in right of payment with all of the Corporation’s existing and future unsecured senior
indebtedness, liabilities and other obligations, including the Corporation’s existing senior notes.
The Offering was conducted in connection with the
Corporation’s previously announced proposed acquisition (“Acquisition”) of Kenvue Inc. (“Kenvue”). The Corporation
intends to use the net proceeds from the Offering, together with cash on hand and/or borrowings under its commercial paper program, to
fund the cash consideration payable in connection with the Acquisition, and to pay related fees and expenses. The Corporation expects
to use any remaining net proceeds from the Offering for general corporate purposes.
Interest and Maturity
The 2028 Notes bear interest at a rate of 5.100%
per annum and will mature on October 29, 2028. The 2029 Notes bear interest at a rate of 5.300% per annum and will mature on October 29,
2029. The 2031 Notes bear interest at a rate of 5.450% per annum and will mature on October 29, 2031. The 2034 Notes bear interest at
a rate of 5.650% per annum and will mature on January 29, 2034. The 2036 Notes bear interest at a rate of 5.800% per annum and will mature
on October 29, 2036. Interest on the 2028 Notes, the 2029 Notes, the 2031 Notes and the 2036 Notes will be payable on April 29 and October
29 of each year, commencing April 29, 2027. Interest on the 2034 Notes will be payable on January 29 and July 29 of each year, commencing
January 29, 2027.
Optional and Special Mandatory Redemption
The Corporation may redeem the Notes at its option,
in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture.
In addition, if (i) the Acquisition has not been consummated prior to the date that is five business days after the later of (x) May 31,
2027 or (y) any later date as the parties to the Acquisition agreement may agree as the “Outside Date” thereunder or
(ii) the Corporation notifies the trustee for the Notes that the Corporation will not pursue the consummation of the Acquisition,
then the Corporation will be required to redeem all outstanding Notes at a special mandatory redemption price equal to 101% of the aggregate
principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the applicable special mandatory redemption
date.
Kenvue Guarantees
As previously reported, in connection with the
Acquisition, on September 28, 2026, the Corporation commenced an offer to exchange all of Kenvue’s existing senior notes in exchange
for new senior notes to be issued by the Corporation (the “Exchange Offers”) pursuant to a confidential offering memorandum
and consent solicitation statement. If (i) the Exchange Offers are withdrawn (but the Acquisition has been consummated and the Notes are
issued and outstanding) or (ii) if the Acquisition is consummated, the Notes are issued and outstanding and the Exchange Offers are not
completed within four (4) business days after the expiration date of the Exchange Offers (as may be extended pursuant to the terms described
in the offering memorandum and consent solicitation statement), the Notes will be fully and unconditionally guaranteed (the “Kenvue
Guarantees”), on an unsubordinated unsecured basis, by Kenvue (or its successor, as applicable). This Current Report on Form 8-K
does not constitute an offer to exchange with respect to the Exchange Offers and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale would be unlawful.
Covenants and Events of Default
The Indenture contains covenants that, among other
things, limit the ability of the Corporation and its restricted subsidiaries to issue, assume or guarantee specified secured debt, enter
into sale and leaseback transactions with respect to any principal properties and consolidate with, merge into, or sell or transfer all
or substantially all of its property and assets to, any other corporation. The Indenture also provides for customary events of default.
The foregoing description of the Notes, the Kenvue
Guarantees, the Indenture and the Eleventh Supplemental Indenture are summaries and are qualified in their entirety by reference to such
documents, which are attached as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 and 4.7 to this Current Report on Form 8-K, respectively,
and incorporated herein by reference.
Registration Rights Agreement
On October 29, 2026, in connection with the completion
of the Offering, the Corporation and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives
of the initial purchasers of the Notes, entered into a registration rights agreement with respect to the Notes (the “Registration
Rights Agreement”). The Corporation agreed under the Registration Rights Agreement to, among other things, use its commercially
reasonable efforts to (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange
the Notes for new notes, with terms substantially identical in all material respects to the Notes (except that the new Notes will not
contain terms with respect to transfer restrictions and additional interest (as described below)), (ii) cause such registration statement
to be declared effective under the Securities Act and (iii) complete the registered exchange offer within 365 days after the closing of
the Acquisition. In addition, the Corporation has agreed to use commercially reasonable efforts to file, under certain circumstances,
a shelf registration statement to cover resales of the Notes under the Securities Act. The Corporation shall be obligated to pay additional
interest on the Notes if (A) the Corporation has not consummated the exchange offer within 365 days after the closing of the Acquisition,
or, if a shelf registration statement is required and has not been declared effective under the Securities Act, on or prior to the later
of (i) 365 days after the closing of the Acquisition and (ii) 365 days after the date, if any, on which the Corporation became obligated
to have the shelf registration statement declared effective under the Securities Act pursuant to the Registration Rights Agreement; or
(B) if applicable, a shelf registration statement covering resales of the Notes has been declared effective and such shelf registration
statement ceases to be effective at any time during the effectiveness period (subject to certain exceptions) and such failure to remain
effective exists for more than 90 days (whether or not consecutive) in any 12-month period during the effectiveness period.
The foregoing description of the Registration Rights
Agreement is a summary and is qualified in its entirety by reference to such document, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.03.
As previously reported, on November 2, 2025, the
Corporation and JPMorgan Chase Bank, N.A. (the “Bank”) executed that certain bridge loan facility commitment letter (the “Debt
Commitment Letter”), pursuant to which the Bank has committed to provide bridge financing in an amount of $7.7 billion to the Corporation
to fund the cash consideration and to pay fees and expenses related to the Acquisition, on the terms and conditions set forth therein.
On December 9, 2025, $3.8 billion of the commitments
made pursuant to the Debt Commitment Letter were terminated in connection with entry into (i) the Five-Year Revolving Credit Agreement
by and among the Corporation, the Bank and the other lenders party thereto and (ii) the Delayed Draw Term Loan Credit Agreement by and
among the Corporation, the Bank, and the other lenders party thereto. On October 29, 2026, the remaining $3.9 billion of the commitments
outstanding under the Debt Commitment Letter were terminated as a result of the Corporation receiving net cash proceeds from the issuance
of the Notes.
| Item 9.01. |
Financial Statements and
Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description |
| 4.1 |
Form
of 5.100% Notes due October 29, 2028. |
| 4.2 |
Form
of 5.300% Notes due October 29, 2029. |
| 4.3 |
Form
of 5.450% Notes due October 29, 2031. |
| 4.4 |
Form
of 5.650% Notes due January 29, 2034. |
| 4.5 |
Form
of 5.800% Notes due October 29, 2036. |
| 4.6 |
First
Amended and Restated Indenture dated as of March 1, 1988, between the Corporation and The Bank of New York Mellon Trust Company,
N.A. (as successor in interest to The First National Bank of Chicago) as trustee (originally executed with Bank of America National
Trust and Savings Association) (incorporated by reference to Exhibit No. 4.1 to the Registration Statement on Form S-3
filed on February 2, 1998 (Registration No. 333-45399)). |
| 4.7 |
Eleventh
Supplemental Indenture, dated as of October 29, 2026, between the Corporation and U.S. Bank Trust Company, National Association,
as successor trustee. |
| 10.1 |
Registration
Rights Agreement, dated as of October 29, 2026, by and among the Corporation and J.P. Morgan Securities LLC, Citigroup Global Markets
Inc. and Morgan Stanley & Co. LLC, as representatives of the initial purchasers of the Notes. |
| 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,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
KIMBERLY-CLARK
CORPORATION |
| |
|
| Date:
October 29, 2026 |
By: |
/s/ Nelson Urdaneta |
| |
Name:
Nelson Urdaneta |
| |
Title:
Senior Vice President and Chief Financial Officer |
