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0000055785
KIMBERLY CLARK CORP
0000055785
2026-11-02
2026-11-02
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xbrli:shares
iso4217:USD
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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): November 2, 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. |
Assumption of Kenvue Notes
As previously disclosed, on November 2, 2026, pursuant to the terms
of that certain Agreement and Plan of Merger, dated as of November 2, 2025, by and among Kenvue Inc., Kimberly-Clark Corporation (the
“Corporation”), Vesta Sub I, Inc., a direct wholly owned subsidiary of the Corporation (“First Merger Sub”), and
Vesta Sub II, LLC, a direct wholly owned subsidiary of the Corporation (“Second Merger Sub”), (i) First Merger Sub merged
with and into Kenvue Inc. (the “First Merger”), with Kenvue Inc. surviving as a direct wholly owned subsidiary of the Corporation
(the “Initial Surviving Company”), and (ii) immediately following the First Merger, and as part of the same overall transaction
as the First Merger, the Initial Surviving Company merged with and into Second Merger Sub (the “Second Merger”), with Second
Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Corporation and renamed “Kenvue LLC” (“Kenvue”).
Prior to the Second Merger, Kenvue Inc. was the issuer of the following
series of notes under the indenture, dated as of March 22, 2023 (the “Kenvue Base Indenture”), between Kenvue Inc. and Deutsche
Bank Trust Company Americas, as trustee (the “Kenvue Trustee”), as supplemented by (i) the first supplemental indenture, dated
as of March 22, 2023 (the “Kenvue First Supplemental Indenture”), providing for the issuance of Kenvue Inc.’s 5.050%
Senior Notes due 2028 (the “Kenvue 2028 Notes”), 5.000% Senior Notes due 2030 (the “Kenvue 2030 Notes”), 4.900%
Senior Notes due 2033 (the “Kenvue 2033 Notes”), 5.100% Senior Notes due 2043 (the “Kenvue 2043 Notes”), 5.050%
Senior Notes due 2053 (the “Kenvue 2053 Notes”) and 5.200% Senior Notes due 2063 (the “Kenvue 2063 Notes”) and
(ii) the second supplemental indenture, dated as of May 22, 2025 (the “Kenvue Second Supplemental Indenture”), providing for
the issuance of Kenvue Inc.’s 4.850% Senior Notes due 2032 (the “Kenvue 2032 Notes” and, together with the Kenvue 2028
Notes, the Kenvue 2030 Notes, the Kenvue 2033 Notes, the Kenvue 2043 Notes, the Kenvue 2053 Notes and the Kenvue 2063 Notes, the “Kenvue
Notes”). The Kenvue Base Indenture, as supplemented by the Kenvue First Supplemental Indenture, the Kenvue Second Supplemental Indenture
and the Kenvue Third Supplemental Indenture (as defined below) is referred to herein as the “Kenvue Indenture.”
In connection with the consummation of the Second Merger, Kenvue and
the Kenvue Trustee entered into a Fourth Supplemental Indenture, dated as of November 2, 2026 (the “Kenvue Fourth Supplemental Indenture”),
whereby Kenvue assumed the obligations of Kenvue Inc. under the Kenvue Indenture with respect to each series of Kenvue Notes. Upon the
consummation of the Second Merger, Kenvue assumed $7,000,000,000 aggregate principal amount of Kenvue Notes, consisting of:
| (i) | $1,000,000,000 aggregate principal amount of Kenvue 2028 Notes; |
| (ii) | $1,000,000,000 aggregate principal amount of Kenvue 2030 Notes; |
| (iii) | $750,000,000 aggregate principal amount of Kenvue 2032 Notes; |
| (iv) | $1,250,000,000 aggregate principal amount of Kenvue 2033 Notes; |
| (v) | $750,000,000 aggregate principal amount of Kenvue 2043 Notes; |
| (vi) | $1,500,000,000 aggregate principal amount of Kenvue 2053 Notes;
and |
| (vii) | $750,000,000 aggregate principal amount of Kenvue 2063 Notes. |
The Kenvue Notes are Kenvue’s general, unsecured senior obligations,
and rank equally in right of payment with all of Kenvue’s existing and future unsecured senior indebtedness, liabilities and other
obligations.
Interest and Maturity
The Kenvue 2028 Notes bear interest at a rate of 5.050% per annum and
will mature on March 22, 2028. The Kenvue 2030 Notes bear interest at a rate of 5.000% per annum and will mature on March 22, 2030. The
Kenvue 2032 Notes bear interest at a rate of 4.850% per annum and will mature on May 22, 2032. The Kenvue 2033 Notes bear interest at
a rate of 4.900% per annum and will mature on March 22, 2033. The Kenvue 2043 Notes bear interest at a rate of 5.100% per annum and will
mature on March 22, 2043. The Kenvue 2053 Notes bear interest at a rate of 5.050% per annum and will mature on March 22, 2053. The Kenvue
2063 Notes bear interest at a rate of 5.200% per annum and will mature on March 22, 2063. Interest on the Kenvue 2028 Notes, the Kenvue
2030 Notes, the Kenvue 2033 Notes, the Kenvue 2043 Notes, the Kenvue 2053 Notes and the Kenvue 2063 Notes is payable by Kenvue on March
22 and September 22 of each year, and the next interest payment date for such series is March 22, 2027. Interest on the Kenvue 2032 Notes
is payable by Kenvue on May 22 and November 22 of each year, and the next interest payment date for such series is November 22, 2026.
Optional Redemption
Kenvue may redeem the Kenvue Notes of any series 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 Kenvue
Indenture.
Covenants and Events of Default
As described below under “—Exchange Offers and Consent
Solicitations” and in Item 3.03 of this Current Report on Form 8-K, the Amendments (as defined below) became operative with respect
to each series of Kenvue Notes on November 4, 2026 and, as a result, substantially all of the restrictive covenants, certain events of
default and the Securities and Exchange Commission reporting covenant in the Kenvue Indenture no longer apply to the Kenvue Notes that
remain outstanding.
The foregoing description of the Kenvue Notes, the Kenvue Indenture
and the Kenvue Fourth Supplemental Indenture is a summary and is qualified in its entirety by reference to such documents, which are filed
as Exhibits 4.6 through 4.12 to this Current Report on Form 8-K or incorporated by reference as Exhibits 4.1 through 4.5 hereto, and are
incorporated herein by reference.
Exchange Offers and Consent Solicitations
On November 4, 2026 (the “Settlement Date”),
the Corporation completed the previously announced offers to exchange (each an “Exchange Offer” and, collectively, the “Exchange
Offers”) any and all outstanding Kenvue Notes for up to $7,000,000,000 aggregate principal amount of new notes issued by the Corporation
and cash and related consent solicitations (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”)
made by the Corporation on behalf of Kenvue to adopt certain amendments (the “Amendments”) to the Kenvue Indenture governing
the Kenvue Notes. Pursuant to the Exchange Offers and Consent Solicitations, the aggregate principal amounts of the Kenvue Notes set forth
below were validly tendered and accepted for exchange. Such accepted Kenvue Notes have been retired and canceled and will not be reissued.
Following such cancellation, the aggregate principal amounts of the Kenvue Notes set forth below remain outstanding as obligations of
Kenvue.
| Title of Series of Kenvue Notes | |
Aggregate Principal Amount
Tendered, Accepted and Canceled | | |
Aggregate Principal Amount
Outstanding Following Settlement | |
| 5.050% Senior Notes due 2028 | |
$ | 739,347,000 | | |
$ | 260,653,000 | |
| 5.000% Senior Notes due 2030 | |
$ | 846,989,000 | | |
$ | 153,011,000 | |
| 4.850% Senior Notes due 2032 | |
$ | 702,706,000 | | |
$ | 47,294,000 | |
| 4.900% Senior Notes due 2033 | |
$ | 1,152,617,000 | | |
$ | 97,383,000 | |
| 5.100% Senior Notes due 2043 | |
$ | 728,377,000 | | |
$ | 21,623,000 | |
| 5.050% Senior Notes due 2053 | |
$ | 1,478,073,000 | | |
$ | 21,927,000 | |
| 5.200% Senior Notes due 2063 | |
$ | 727,930,000 | | |
$ | 22,070,000 | |
Following receipt of the requisite consents to
adopt the Amendments with respect to each series of Kenvue Notes, on October 9, 2026, Kenvue Inc. and the Kenvue Trustee entered into
a Third Supplemental Indenture, dated as of October 9, 2026 (the “Kenvue Third Supplemental Indenture”), to the Kenvue Base
Indenture. The Kenvue Third Supplemental Indenture was effective upon execution, and the Amendments with respect to each series of the
Kenvue Notes became automatically operative upon the Settlement Date. The Kenvue Third Supplemental Indenture amended the Kenvue Indenture
to (1) eliminate substantially all of the restrictive covenants in the Kenvue Indenture with respect to each series of Kenvue Notes, (2)
eliminate certain of the events which may lead to an “Event of Default” in the Kenvue Indenture with respect to each series
of Kenvue Notes (other than for the failure to pay principal, premium or interest), (3) eliminate the Securities and Exchange Commission
reporting covenant in the Kenvue Indenture with respect to each series of Kenvue Notes and (4) eliminate certain restrictions on Kenvue
in the Kenvue Indenture with respect to each series of Kenvue Notes from consolidating with or merging into any other person or conveying,
transferring or leasing all or any of its properties and assets to any person.
Kimberly-Clark Notes
In connection with the settlement of the Exchange
Offers and Consent Solicitations, on November 4, 2026, the Corporation issued the following Kimberly-Clark Notes (as defined below) 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 Twelfth Supplemental Indenture, dated
as of November 4, 2026 (the “Twelfth Supplemental Indenture” and the Base Indenture as supplemented by the Twelfth 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 Kimberly-Clark Notes:
| (i) | $739,347,000 aggregate principal amount of 5.050% Notes due
2028 (the “Kimberly-Clark 2028 Notes”); |
| (ii) | $846,989,000 aggregate principal amount of 5.000% Notes due
2030 (the “Kimberly-Clark 2030 Notes”); |
| (iii) | $702,706,000 aggregate principal amount of 4.850% Notes due
2032 (the “Kimberly-Clark 2032 Notes”); |
| (iv) | $1,152,617,000 aggregate principal amount of 4.900% Notes due
2033 (the “Kimberly-Clark 2033 Notes”); |
| (v) | $728,377,000 aggregate principal amount of 5.100% Notes due
2043 (the “Kimberly-Clark 2043 Notes”); |
| (vi) | $1,478,073,000 aggregate principal amount of 5.050% Notes due
2053 (the “Kimberly-Clark 2053 Notes”); and |
| (vii) | $727,930,000 aggregate principal amount of 5.200% Notes due
2063 (the “Kimberly-Clark 2063 Notes” and, collectively with the Kimberly-Clark 2028 Notes, the Kimberly-Clark 2030 Notes,
the Kimberly-Clark 2032 Notes, the Kimberly-Clark 2033 Notes, the Kimberly-Clark 2043 Notes and the Kimberly-Clark 2053 Notes, the “Kimberly-Clark
Notes”). |
The Kimberly-Clark Notes were issued in exchange
for Kenvue Notes pursuant to a private exchange offer exempt from, or not subject to, registration under the Securities Act of 1933, as
amended (“Securities Act”).
The Kimberly-Clark 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.
Interest, Maturity and Optional Redemption
Each series of Kimberly-Clark Notes bears interest
at the same rate, has the same interest payment dates and maturity date, and is redeemable at the Corporation’s option at the same
redemption prices, as the corresponding series of Kenvue Notes described above under “—Assumption of Kenvue Notes,”
in each case on the terms and conditions set forth in the Indenture. Interest on the Kimberly-Clark 2028 Notes, the Kimberly-Clark 2030
Notes, the Kimberly-Clark 2033 Notes, the Kimberly-Clark 2043 Notes, the Kimberly-Clark 2053 Notes and the Kimberly-Clark 2063 Notes accrues
from September 22, 2026, with the first interest payment due on March 22, 2027, and interest on the Kimberly-Clark 2032 Notes accrues
from May 22, 2026, with the first interest payment due on November 22, 2026.
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 and
enter into sale and leaseback transactions with respect to any principal properties, and limit the ability of the Corporation to 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 Kimberly-Clark
Notes, the Indenture and the Twelfth Supplemental Indenture is a summary and is qualified in its entirety by reference to such documents,
which are filed as Exhibits 4.14 through 4.21 to this Current Report on Form 8-K or incorporated by reference as Exhibit 4.13 hereto,
and are incorporated herein by reference.
Registration Rights Agreement
On November 4, 2026, in connection with the completion
of the Exchange Offers, the Corporation and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC,
as lead dealer managers and lead solicitation agents, entered into a registration rights agreement with respect to the Kimberly-Clark
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 Kimberly-Clark Notes for new notes, with terms substantially identical in all material respects
to the Kimberly-Clark Notes (except that the new Kimberly-Clark 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 Settlement Date. 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 Kimberly-Clark
Notes under the Securities Act. The Corporation shall be obligated to pay additional interest on the Kimberly-Clark Notes if (A) the Corporation
has not consummated the exchange offer within 365 days after the Settlement Date, 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 Settlement Date 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 Kimberly-Clark 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 filed 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.
| Item 3.03. |
Material Modification to Rights of Security Holders. |
The information set forth in Item 1.01 of this
Current Report on Form 8-K under the headings “Assumption of Kenvue Notes” and “Exchange Offers and Consent Solicitations”
is incorporated by reference into this Item 3.03.
On November 3, 2026, the Corporation issued a press
release (the “Press Release”) announcing the final results of the Exchange Offers and Consent Solicitations. A copy of the
Press Release is filed pursuant to this Item 8.01 as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein
in its entirety.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 4.1 |
Indenture, dated as of March 22, 2023, by and between Kenvue Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to Registration Statement on Form S-1 (Registration No. 333-269115) filed by Kenvue Inc. with the Securities and Exchange Commission on March 30, 2023). |
| 4.2 |
Supplemental Indenture, dated as of March 22, 2023, between Kenvue Inc. and Deutsche Bank Trust Company Americas, as trustee, pursuant to which the Kenvue 2028 Notes, the Kenvue 2030 Notes, the Kenvue 2033 Notes, the Kenvue 2043 Notes, the Kenvue 2053 Notes and the Kenvue 2063 Notes were issued (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to Registration Statement on Form S-1 (Registration No. 333-269115) filed by Kenvue Inc. with the Securities and Exchange Commission on March 30, 2023). |
| 4.3 |
Second Supplemental Indenture, dated as of May 22, 2025, between Kenvue Inc. and Deutsche Bank Trust Company Americas, as trustee, pursuant to which the Kenvue 2032 Notes were issued (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-41697) filed by Kenvue Inc. with the Securities and Exchange Commission on May 22, 2025). |
| 4.4 |
Third Supplemental Indenture, dated as of October 9, 2026, between Kenvue Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-41697) filed by Kenvue Inc. with the Securities and Exchange Commission on October 13, 2026). |
| 4.5 |
Fourth Supplemental Indenture, dated as of November 2, 2026, between Kenvue LLC and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-41697) filed by Kenvue LLC (as successor in interest to Kenvue Inc.) with the Securities and Exchange Commission on November 2, 2026). |
| 4.6 |
Form of Kenvue 5.050% Senior Notes due March 22, 2028 (included in Exhibit 4.2). |
| 4.7 |
Form of Kenvue 5.000% Senior Notes due March 22, 2030 (included in Exhibit 4.2). |
| 4.8 |
Form of Kenvue 4.850% Senior Notes due May 22, 2032 (included in Exhibit 4.3). |
| 4.9 |
Form of Kenvue 4.900% Senior Notes due March 22, 2033 (included in Exhibit 4.2). |
| 4.10 |
Form of Kenvue 5.100% Senior Notes due March 22, 2043 (included in Exhibit 4.2). |
| 4.11 |
Form of Kenvue 5.050% Senior Notes due March 22, 2053 (included in Exhibit 4.2). |
| 4.12 |
Form of Kenvue 5.200% Senior Notes due March 22, 2063 (included in Exhibit 4.2). |
| Exhibit No. |
Description |
| 4.13 |
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)). |
| 4.14 |
Twelfth Supplemental Indenture, dated as of November 4, 2026, between the Corporation and U.S. Bank Trust Company, National Association, as successor trustee, pursuant to which the Kimberly-Clark Notes were issued. |
| 4.15 |
Form of Kimberly-Clark 5.050% Notes due March 22, 2028 (included in Exhibit 4.14). |
| 4.16 |
Form of Kimberly-Clark 5.000% Notes due March 22, 2030 (included in Exhibit 4.14). |
| 4.17 |
Form of Kimberly-Clark 4.850% Notes due May 22, 2032 (included in Exhibit 4.14). |
| 4.18 |
Form of Kimberly-Clark 4.900% Notes due March 22, 2033 (included in Exhibit 4.14). |
| 4.19 |
Form of Kimberly-Clark 5.100% Notes due March 22, 2043 (included in Exhibit 4.14). |
| 4.20 |
Form of Kimberly-Clark 5.050% Notes due March 22, 2053 (included in Exhibit 4.14). |
| 4.21 |
Form of Kimberly-Clark 5.200% Notes due March 22, 2063 (included in Exhibit 4.14). |
| 10.1 |
Registration Rights Agreement, dated as of November 4, 2026, by and among the Corporation and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as lead dealer managers and lead solicitation agents. |
| 99.1 |
Press Release issued by Kimberly-Clark Corporation on November 3, 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,
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: November 4, 2026 |
By: |
/s/ Nelson Urdaneta |
| |
Name: Nelson Urdaneta |
| |
Title: Senior Vice President and Chief
Financial Officer |
Exhibit 99.1
Kimberly-Clark Corporation Announces Expiration and Final Results
of Exchange Offers for Kenvue Notes
DALLAS, November 3, 2026 – Kimberly-Clark Corporation
(NASDAQ: KMB) (“Kimberly-Clark”) announced today the final results 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 LLC (as successor in interest to Kenvue Inc.) (“Kenvue”) for up to $7,000,000,000 aggregate principal
amount of new notes to be issued by Kimberly-Clark (the “Kimberly-Clark Notes”) and cash and related consent solicitations
(each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) made by Kimberly-Clark
on behalf of Kenvue to adopt certain amendments (the “Amendments”) to the indenture governing the Kenvue Notes (the
“Kenvue Indenture”). The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on November 2,
2026 (the “Expiration Date”).
As of the Expiration Date, 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 November 2, 2026 | | |
Percentage of
Outstanding
Principal Amount Tendered | |
| 5.050% Senior Notes due 2028 | |
49177JAF9 / US49177JAF93 | |
$ | 1,000,000,000 | | |
$ | 739,347,000 | | |
| 73.93 | % |
| 5.000% Senior Notes due 2030 | |
49177JAH5 / US49177JAH59 | |
$ | 1,000,000,000 | | |
$ | 846,989,000 | | |
| 84.70 | % |
| 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 | | |
$ | 1,478,073,000 | | |
| 98.54 | % |
| 5.200% Senior Notes due 2063 | |
49177JAR3 / US49177JAR32 | |
$ | 750,000,000 | | |
$ | 727,930,000 | | |
| 97.06 | % |
| (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. |
The Exchange Offers and Consent Solicitations were made pursuant to
the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated September 28,
2026 (as amended from time to time, the “Offering Memorandum”).
As of 5:00 p.m., New York City time, on October 9, 2026 (the “Early
Participation Date”), requisite consents were received for adopting the Amendments 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, which
is expected to occur on November 4, 2026 (the “Settlement Date”).
For each $1,000 principal amount of Kenvue Notes validly tendered (and
not validly withdrawn before the Early Participation Date) and accepted by Kimberly-Clark (i) at or prior to 5:00 p.m., New York
City time, on the Early Participation Date, participating holders of such Kenvue Notes were eligible to receive $970 in principal amount
of Kimberly-Clark Notes (the “Exchange Consideration”), an early participation premium, payable in principal amount
of Kimberly-Clark Notes, of $30 (the “Premium”), and $1.00 in cash (the “Cash Payment”) and (ii) after
5:00 p.m., New York City time, on the Early Participation Date but at any time at or prior to the Expiration Date, participating holders
of such Kenvue Notes were eligible receive the Exchange Consideration and the Premium. The Premium and the Cash Payment will be paid on
the Settlement Date to the noteholder of record on the Expiration Date.
The Kimberly-Clark Notes will be issued in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof. Kimberly-Clark will not accept any tender that would result in the issuance
of less than $2,000 principal amount of any series of Kimberly-Clark Notes.
Each series of Kimberly-Clark Notes will have the same interest rate,
interest payment dates, maturity date and optional redemption prices as the corresponding series of Kenvue Notes. No accrued and unpaid
interest is payable upon acceptance of any Kenvue Notes for exchange in the Exchange Offers and Consent Solicitations. However, the first
interest payment on any Kimberly-Clark Notes will include the accrued and unpaid interest on the Kenvue Notes tendered in exchange therefor
so that a tendering Eligible Holder (as defined below) will receive the same interest payment it would have received had its Kenvue Notes
not been tendered in the Exchange Offers and Consent Solicitations. For the avoidance of doubt, Kenvue will remain responsible for paying
any interest that accrues on any Kenvue Notes and is payable on any interest payment date occurring prior to the Settlement Date, as well
as any interest that is required to be paid on Kenvue Notes that remain outstanding following the Settlement Date. The Kimberly-Clark
Notes will be general, unsecured senior obligations of Kimberly-Clark and will rank equally in right of payment with all of Kimberly-Clark’s
existing and future unsecured senior indebtedness, liabilities and other obligations and will be effectively subordinated to all of Kimberly-Clark’s
existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.
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
and Consent Solicitations were only made, and the Kimberly-Clark Notes were only 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 completed and returned the eligibility letter were authorized to participate in the Exchange Offers.
The Exchange Offers and Consent Solicitations were made only pursuant
to the Offering Memorandum. The Exchange Offers were not 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.
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) is the preeminent global health and wellness
leader, built to deliver extraordinary care. Our portfolio of iconic personal care and consumer health brands, including Huggies, Listerine,
Cottonelle, Neutrogena, Depend, Tylenol, Kleenex, Johnson’s Baby, Kotex and Scott, serves consumers across every stage of life in
more than 175 countries. We combine consumer-led innovation, leading brand-building and commercial capabilities, and a fast and agile
operating model to raise the standard of care for billions of people around the 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 dividend for 92 consecutive years and increasing its dividend in each of the past 54 consecutive
years.
Forward Looking Statements
Certain statements contained in this press release, including the expected
timing of settlement of 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 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.
