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0000055785
KIMBERLY CLARK CORP
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2026-10-09
2026-10-09
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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 9, 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. ¨
Exchange Offers and Consent Solicitations
On October 13, 2026, Kimberly-Clark Corporation, a Delaware corporation
(“Kimberly-Clark”), announced the early tender results of its previously announced (i) 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 and cash and (ii) related solicitations of consents (each, a “Consent Solicitation” and, collectively, the
“Consent Solicitations”) with respect to each series of Kenvue Notes to adopt certain proposed amendments (the “Amendments”)
to the indenture (the “Kenvue Indenture”) governing the Kenvue Notes 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.
Based on the early tenders as of 5:00 p.m., New
York City time, on October 9, 2026 (the “Early Participation Date”), the requisite number of consents have been received to
adopt the Amendments with respect to all outstanding series of Kenvue Notes. Kenvue has executed a supplemental indenture with respect
to the Kenvue Indenture implementing the Amendments. 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 (as defined below), which is expected
to be extended to occur on or about the closing date of Kimberly-Clark’s previously announced pending acquisition of Kenvue (the
“Acquisition”). Kimberly-Clark does not anticipate the settlement date to occur before November 2, 2026.
The Exchange Offers and Consent Solicitations
are being made solely pursuant to the conditions set forth in the confidential offering memorandum and consent solicitation statement
dated September 28, 2026 in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended.
The Exchange Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on October 27, 2026, unless extended or terminated
(such date and time with respect to an Exchange Offer, as may be extended, the “Expiration Date”), and are conditioned, among
other things, upon the consummation of the Acquisition. The consummation of the Acquisition is expected to occur in the fourth quarter
of calendar year 2026.
Kimberly-Clark also announced an amendment to the consideration available
to eligible holders of Kenvue Notes who validly tender and do not validly withdraw their Kenvue Notes after the Early Participation Date
and at or prior to the expiration date of the Exchange Offers. 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 13, 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 13, 2026 |
By: |
/s/ Nelson Urdaneta |
| |
Name: |
Nelson Urdaneta |
| |
Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Kimberly-Clark Announces Successful Consent Solicitations for Kenvue Notes and Amendment to Terms of Exchange Offers
DALLAS, October 13, 2026 – Kimberly-Clark
Corporation (NASDAQ: KMB) (“Kimberly-Clark”) announced today that the requisite number of consents have been received
to adopt certain proposed amendments (the “Amendments”) with respect to all outstanding notes of Kenvue Inc. (NYSE:
KVUE) (“Kenvue”). The results are based on (i) early tenders in the offers to exchange (each an “Exchange
Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes (the “Kenvue Notes”)
issued by 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 (ii) related consent solicitations (each, a “Consent Solicitation” and, collectively,
the “Consent Solicitations”) being made by Kimberly-Clark on behalf of Kenvue to adopt the Amendments to the indenture
(the “Kenvue Indenture”) governing the Kenvue Notes.
Kenvue has executed a supplemental indenture to the Kenvue Indenture
that contains the Amendments. The Amendments will become operative only upon settlement of the Exchange Offers. The settlement date for
the Exchange Offers (the “Settlement Date”) is expected to occur promptly after the Expiration Date (as defined below),
which is expected to be extended to occur on or about the closing date of Kimberly-Clark’s previously announced pending acquisition
of Kenvue (the “Acquisition”). Kimberly-Clark does not anticipate the Settlement Date to occur before November 2, 2026.
As of 5:00 p.m., New York City time, on October 9, 2026 (the “Early
Participation Date”), the principal amounts of Kenvue Notes set forth in the table below were validly tendered and not validly
withdrawn (and consents thereby validly given and not validly revoked). For each $1,000 principal amount of Kenvue Notes validly tendered
and not validly withdrawn at or prior to the Early Participation Date and accepted by Kimberly-Clark, Eligible Holders (as defined below)
will be eligible to receive $970 principal amount of Kimberly-Clark Notes of the applicable series (the “Exchange Consideration”),
an early participation premium, payable in principal amount of Kimberly-Clark Notes of $30 (the “Early Participation Premium”)
and $1.00 in cash (the “Cash Payment”), subject to rounding as described herein. The total consideration consists of
(a) the Exchange Consideration plus (b) the Early Participation Premium plus (c) the Cash Payment. To be eligible to receive the Early
Participation Premium and the Cash Payment, Eligible Holders must also beneficially own such Kenvue Notes at the Expiration Date. The
Early Participation Premium and the Cash Payment will be paid on the Settlement Date to the noteholder of record on the Expiration Date.
Kimberly-Clark also announced an amendment to the consideration available
to Eligible Holders of Kenvue Notes who validly tender and do not validly withdraw their Kenvue Notes after the Early Participation Date
(as defined below) and at or prior to the Expiration Date. For each $1,000 principal amount of Kenvue Notes validly tendered and not validly
withdrawn after the Early Participation Date but at or prior to the Expiration Date and accepted by Kimberly-Clark, Eligible Holders will
be now eligible to receive the Exchange Consideration and the Early Participation Premium (but not the Cash Payment), subject to rounding
as described herein.
Tendered Kenvue Notes may not be withdrawn, except in the limited circumstances
where additional withdrawal rights are required by law. In addition, the related consents may not be revoked and such consents will continue
to be deemed delivered.
| Title of Series of Kenvue Notes |
|
CUSIP/ISIN No. of
Kenvue Notes(1) |
|
Principal Amount
Outstanding |
|
|
Principal Amount
Tendered
as of the Early
Participation Date |
|
|
Percentage of
Outstanding
Principal Amount
Tendered |
|
| 5.050% Senior Notes due 2028 |
|
49177JAF9 / US49177JAF93 |
|
$ |
1,000,000,000 |
|
|
$ |
736,389,000 |
|
|
|
73.64 |
% |
| 5.000% Senior Notes due 2030 |
|
49177JAH5 / US49177JAH59 |
|
$ |
1,000,000,000 |
|
|
$ |
822,161,000 |
|
|
|
82.22 |
% |
| 4.850% Senior Notes due 2032 |
|
49177JAS1 / US49177JAS15 |
|
$ |
750,000,000 |
|
|
$ |
700,312,000 |
|
|
|
93.37 |
% |
| 4.900% Senior Notes due 2033 |
|
49177JAK8 / US49177JAK88 |
|
$ |
1,250,000,000 |
|
|
$ |
1,125,944,000 |
|
|
|
90.08 |
% |
| 5.100% Senior Notes due 2043 |
|
49177JAM4 / US49177JAM45 |
|
$ |
750,000,000 |
|
|
$ |
728,341,000 |
|
|
|
97.11 |
% |
| 5.050% Senior Notes due 2053 |
|
49177JAP7 / US49177JAP75 |
|
$ |
1,500,000,000 |
|
|
$ |
1,475,569,000 |
|
|
|
98.37 |
% |
| 5.200% Senior Notes due 2063 |
|
49177JAR3 / US49177JAR32 |
|
$ |
750,000,000 |
|
|
$ |
724,580,000 |
|
|
|
96.61 |
% |
| (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. |
Each Exchange Offer will expire at 5:00 p.m., New York City time, on
October 27, 2026, unless extended or terminated (such date and time with respect to an Exchange Offer, as may be extended, the “Expiration
Date”). The Exchange Offers and Consent Solicitations are being 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 by this press release),
and are conditioned upon the consummation of the Acquisition, which condition may not be waived by Kimberly-Clark, and certain other conditions
that may be waived by Kimberly-Clark. The completion of the Acquisition is expected to take place in the fourth quarter of 2026, subject
to the satisfaction of certain customary closing conditions.
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. The aggregate principal amount of each series of Kimberly-Clark
Notes issued to each participating holder for each series of Kenvue Notes validly tendered (and not validly withdrawn) and accepted by
Kimberly-Clark will be rounded down, if necessary, to the nearest whole multiple of $1,000 in excess of $2,000. This rounded amount will
be the principal amount of Kimberly-Clark Notes you will receive, and Kimberly-Clark will pay a cash amount equal to the difference between
the principal amount of the Kimberly-Clark Notes to which you would otherwise be entitled and the principal amount of the Kimberly-Clark
Notes actually issued, plus any accrued and unpaid interest on such principal amount not received as a result of rounding down from the
last interest payment date and up to (but not including) the Settlement Date.
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 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 confidential offering
memorandum and consent solicitation statement) 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 confidential offering memorandum
and consent solicitation statement and to participate in the Exchange Offers and Consent Solicitations.
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 and Consent Solicitations (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 confidential offering memorandum and consent solicitation statement to Eligible
Holders.
The Exchange Offers and Consent Solicitations are being made only pursuant
to the confidential offering memorandum and consent solicitation statement. The confidential offering memorandum and consent solicitation
statement and other documents relating to the Exchange Offers and Consent Solicitations 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 confidential offering
memorandum and consent solicitation statement.
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 or deliver consents to the Amendments.
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.
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.
