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KIMBERLY CLARK CORP
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2026-10-19
2026-10-19
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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 19, 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. ¨
On October 19, 2026, Kimberly-Clark Corporation,
a Delaware corporation (“Kimberly-Clark”), announced that it has priced a private offering (the “Offering”) of
senior unsecured notes in a combined aggregate principal amount of $4.9 billion (collectively, the “Notes”). The Notes
will be issued by Kimberly-Clark in five tranches: (i) $750,000,000 aggregate principal amount of 5.100% Notes due 2028, (ii) $1,000,000,000
aggregate principal amount of 5.300% Notes due 2029, (iii) $1,250,000,000 aggregate principal amount of 5.450% Notes due 2031,
(iv) $750,000,000 aggregate principal amount of 5.650% Notes due 2034, and (v) $1,150,000,000 aggregate principal amount of 5.800%
Notes due 2036. Kimberly-Clark expects that the Offering will be completed on or about October 29, 2026, subject to customary closing
conditions.
The Offering is being conducted in connection with
the previously announced proposed acquisition (“Acquisition”) of Kenvue Inc. (“Kenvue”), which is expected to
be consummated in the fourth quarter of 2026, subject to the satisfaction of certain customary closing conditions. The Notes are being
offered only to persons who are either reasonably believed to be “qualified institutional buyers” under Rule 144A or
who are non-“U.S. persons” under Regulation S as defined under applicable securities laws.
Kimberly-Clark 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. Kimberly-Clark expects to use any remaining net proceeds from
the Offering for general corporate purposes. The Offering is not conditioned on the consummation of the Acquisition. However, 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) Kimberly-Clark
notifies the trustee for the Notes that Kimberly-Clark will not pursue the consummation of the Acquisition, then Kimberly-Clark 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.
In connection with the Acquisition, on September 28,
2026, Kimberly-Clark commenced an offer to exchange all of Kenvue’s existing senior notes in exchange for new senior notes to be
issued by Kimberly-Clark (the “Exchange Offers”) and solicitation of consents with respect to certain amendments to the indentures
governing Kenvue’s existing senior notes (the “Consent Solicitations”) pursuant to a separate 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). The
consummation of the Offering is not contingent on the completion of the Exchange Offers and Consent Solicitations and the completion of
the Exchange Offers or Consent Solicitations is not guaranteed to occur on the terms described in the offering memorandum and consent
solicitation statement or at all. This Current Report on Form 8-K (including Exhibit 99.1) does not constitute an offer to exchange
or a solicitation of consent with respect to the Exchange Offers and Consent Solicitations and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes (including the Kenvue Guarantees, if
any) 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. Accordingly, the Notes will be subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or
exemption therefrom. The Notes are being offered and sold only (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.
On October 19, 2026, Kimberly-Clark issued
a press release announcing the pricing of the Notes. A copy of the related 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. Information contained on or accessible through any website referenced in the press release is not part of, or incorporated by reference
in, this Current Report on Form 8-K.
This Current Report on Form 8-K (including
Exhibit 99.1) does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Notes or any
other security. No offer, solicitation, purchase or sale will be made 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are included as part of
this Current Report on Form 8-K:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release of Kimberly-Clark Corporation, dated
October 19, 2026. |
| 104 |
|
The cover page from this Current Report on Form 8-K
formatted in Inline XBRL (included as Exhibit 101). |
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 |
| |
|
|
| Dated: October 20, 2026 |
By: |
/s/ Nelson Urdaneta |
| |
Name: |
Nelson Urdaneta |
| |
Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Kimberly-Clark Corporation Announces Pricing of $4.9 Billion
Private Offering of Senior Notes
DALLAS, October 19, 2026 – Kimberly-Clark Corporation (NASDAQ:
KMB) (“Kimberly-Clark”) announced today that it has priced a private offering (the “Offering”) of senior unsecured
notes in a combined aggregate principal amount of $4.9 billion (collectively, the “Notes”). The Notes will be issued
by Kimberly-Clark in five tranches: (i) $750,000,000 aggregate principal amount of 5.100% Notes due 2028, (ii) $1,000,000,000
aggregate principal amount of 5.300% Notes due 2029, (iii) $1,250,000,000 aggregate principal amount of 5.450% Notes due 2031,
(iv) $750,000,000 aggregate principal amount of 5.650% Notes due 2034, and (v) $1,150,000,000 aggregate principal amount of 5.800%
Notes due 2036. Kimberly-Clark expects that the closing of the offering will occur on October 29, 2026, subject to the satisfaction
of customary closing conditions.
The Offering is being conducted in connection with the previously announced
proposed acquisition (“Acquisition”) of Kenvue Inc. (“Kenvue”), which is expected to be consummated in the fourth
quarter of 2026, subject to the satisfaction of certain customary closing conditions. Kimberly-Clark 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. Kimberly-Clark expects to use any remaining net proceeds from
the Offering for general corporate purposes. The Offering is not conditioned on the consummation of the Acquisition. However, 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) Kimberly-Clark
notifies the trustee for the Notes that Kimberly-Clark will not pursue the consummation of the Acquisition, then Kimberly-Clark 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.
In connection with the Acquisition, on September 28, 2026, Kimberly-Clark
commenced an offer to exchange all of Kenvue’s existing senior notes in exchange for new senior notes to be issued by Kimberly-Clark
(the “Exchange Offers”) and solicitation of consents with respect to certain amendments to the indentures governing Kenvue’s
existing senior notes (the “Consent Solicitations”) pursuant to a separate 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). The consummation of the Offering is not contingent
on the completion of the Exchange Offers and Consent Solicitations and the completion of the Exchange Offers or Consent Solicitations
is not guaranteed to occur on the terms described in the offering memorandum and consent solicitation statement or at all. This press
release shall not constitute an offer to exchange or a solicitation of consent with respect to the Exchange Offers and Consent Solicitations
and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes (including the Kenvue Guarantees, if any) 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.
Accordingly, the Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. The Notes are being offered
and sold only (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.
This press release does not constitute an offer to sell or purchase,
or a solicitation of an offer to sell or purchase, the Notes or any other security. No offer, solicitation, purchase or sale will be made
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.
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. To keep up with the latest news and learn more about the company's more than 150-year history of innovation, visit
the Kimberly-Clark website.
Forward-Looking Statements
Certain statements contained in this press release, including the expected
timing of completion of the Acquisition and the Offering and the intended use of net proceeds from the Offering, constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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 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.
