[8-K] Kimberly-Clark Corp. Reports Material Event

Rhea-AI Filing Summary

Prudential plc reports a routine share buy-back under its 2025 AGM authority. On 24 Jul 2025 the Company repurchased 316,581 ordinary shares (0.012% of outstanding) from Merrill Lynch International at an average price of £9.2964, within a £9.2120–£9.3560 range, for a total cash outlay of roughly £2.9 million.

The shares will be cancelled, cutting issued share capital to 2,579,284,379 and reducing voting rights by the same amount. The transaction was executed on the London Stock Exchange and complies with UK MAR and Hong Kong Buy-Back regulations. No financial guidance or strategic changes accompanied the disclosure.

Positive

• Capital return signal: Management continues AGM-approved buy-back, reflecting confidence and shareholder-friendly policy.

Negative

• Minimal scale: 0.012% reduction in share count delivers negligible EPS or ROE benefit.

Insights

Financial Analyst

TL;DR: Tiny buy-back affirms capital-return policy but has negligible EPS impact.

The purchase equals just 0.012% of shares outstanding, so immediate per-share accretion is immaterial. Nevertheless, continued execution of the AGM-approved programme signals management confidence and provides a modest offset to dilution from scrip dividends and employee schemes. Cash usage is minor relative to Prudential’s scale, posing no balance-sheet pressure. Overall market impact: neutral-to-slight positive.

Portfolio Manager

TL;DR: Symbolic repurchase; sentiment positive, valuation unchanged.

Repurchasing sub-0.1% of float barely moves intrinsic value but reminds investors of ongoing buy-back capacity. Cancellation avoids treasury shares, ensuring true share-count reduction. With >2.5 bn shares still outstanding, sustained higher-volume repurchases would be needed for meaningful EPS lift. I view this filing as not impactful for portfolio positioning.

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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: July 25, 2025

(Date of earliest event reported)

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, TX

75261-9100

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 281-1200

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 7.01    Regulation FD Disclosure.

As previously disclosed, on June 5, 2025, Kimberly-Clark Corporation ("Kimberly-Clark" or the "Company") announced the entry into an agreement with Suzano S.A. ("Suzano") to form a joint venture to be comprised of substantially all the operations of the Company's former International Family Care and Professional ("IFP") segment (the "IFP Business"). At the time of closing, Suzano along with certain of its wholly-owned subsidiaries will acquire a 51% interest in the joint venture for a purchase price of approximately $1.7 billion, subject to certain closing adjustments, and the Company will retain a 49% equity interest (the "IFP Transaction").

The Company determined the IFP Transaction represents a strategic shift that will have a major effect on its operations and financial results. As a result, effective in the second quarter of fiscal 2025, the results of the IFP Business are reported as discontinued operations in the Company's condensed consolidated financial statements.

To assist investors in comparing the Company's historical results, the Company is providing supplemental historical financial results reflecting the IFP Business as discontinued operations in Exhibit 99.1 hereto.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

99.1    Supplemental Historical Financial Information, dated July 25, 2025

101    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

104    The cover page from this Current Report on Form 8-K, formatted as 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
By:						/s/ Andrew Scribner
						Andrew Scribner
						Vice President and Controller

Date:    July 25, 2025

FAQ

How many Prudential (PUK) shares were repurchased?

The company bought back 316,581 ordinary shares on 24 Jul 2025.

What was the average price paid per Prudential share?

The weighted-average purchase price was £9.2964.

How will the repurchased shares be treated?

Prudential intends to cancel all acquired shares, permanently lowering the share count.

What is the new total share count after cancellation?

Shares in issue fall to 2,579,284,379 with equal voting rights.

Is the buy-back expected to materially impact EPS?

Given the repurchase equals only 0.012% of outstanding shares, EPS impact is expected to be immaterial.

Which intermediary executed the transaction?

The buy-back was carried out by Merrill Lynch International as on-exchange trades on the LSE.