Kimberly-Clark closes Kenvue deal; ~$3.1B charges expected
The integration program carries estimated cumulative pre-tax charges of $3.1 billion and approximately $1.4 billion in related capital spending through 2029.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Kimberly-Clark Corporation (KMB) completed its acquisition of Kenvue on November 2, 2026. Each eligible Kenvue common share was converted into the right to receive $3.50 in cash and 0.14625 K-C shares; K-C delivered or has an obligation to deliver approximately 281,060,840 K-C shares in aggregate. Cash in lieu of fractional shares is based on the average volume-weighted average price over the five consecutive trading days ending on the trading day immediately before closing.
K-C’s integration program actions commenced November 2, 2026, and are expected to be completed by December 31, 2029. The program is expected to result in approximately $3.1 billion in cumulative pre-tax charges—$2.5 billion cash and $0.6 billion non-cash—and approximately $1.4 billion in capital spending through December 31, 2029. K-C reiterated anticipated $2.1 billion in run-rate synergies. Charge estimates and timing are subject to assumptions, and actual results may differ. K-C also amended its bylaws effective upon closing, including revisions to stockholder advance-notice and special-meeting procedures and an exclusive federal forum for Securities Act claims, unless K-C selects or consents to another forum.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.K-C reiterated anticipated run-rate synergies of $2.1 billion.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Estimated cumulative pre-tax integration charges are $3.1 billion through 2029. 8.6% of market cap
Filing Explained
Approved options could add shares only if exercised; their count and exercise price are set on December first, with vesting scheduled for December first, 2029.
At closing, three Kenvue directors joined K-C’s board and three K-C directors resigned; K-C also approved options for executives and other eligible employees, with grants effective
The stated grant values for named executives are
Each option’s exercise price will be the greater of
A separate amendment allows awards to use shares available under an acquired company’s pre-existing stock plan, subject to applicable exchange rules.
8-K Event Classification
Key Figures
Key Terms
run-rate synergies financial
volume-weighted average price financial
Equity Award Exchange Ratio financial
nonqualified stock option awards financial
time-vesting restricted stock units financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What costs make up KMB’s Kenvue integration charges?
What are the terms of KMB’s one-time executive option awards?
AI-generated analysis. How Rhea-AI works. Not financial advice.
0
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip code)
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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Introductory Note
On November 2, 2026 (the “Closing Date”), Kimberly-Clark Corporation, a Delaware corporation (“K-C” or the “Company”), completed its previously announced acquisition of Kenvue Inc., a Delaware corporation (“Kenvue”), pursuant to the Agreement and Plan of Merger, dated as of November 2, 2025 (the “Merger Agreement”), by and among Kenvue, K-C, Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C (“First Merger Sub”), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (“Second Merger Sub”). On the Closing Date, pursuant to the Merger Agreement, (i) First Merger Sub merged with and into Kenvue (the “First Merger”), with Kenvue surviving as a direct wholly owned subsidiary of K-C (the “Initial Surviving Company”) (the time the First Merger became effective being the “First Effective Time”), 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” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of K-C and renamed “Kenvue LLC” (the “Final Surviving Company”) (the time the Second Merger became effective being the “Second Effective Time”). The events described in this Current Report on Form 8-K took place in connection with the closing of the Mergers.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As discussed in the Introductory Note, which is incorporated into this Item 2.01 by reference, on the Closing Date, K-C completed its previously announced acquisition of Kenvue pursuant to the Merger Agreement.
At the First Effective Time, pursuant to the terms and subject to the conditions of the Merger Agreement, each share of Kenvue common stock, par value $0.01 per share (the “Kenvue Common Stock”), issued and outstanding immediately prior to the First Effective Time (other than shares of Kenvue Common Stock that were owned by K-C or Kenvue or any wholly owned subsidiary of K-C or Kenvue (or were held in treasury by Kenvue)) was converted into the right to receive (A) 0.14625 shares (the “Exchange Ratio”) of K-C common stock, par value $1.25 per share (the “K-C Common Stock” and the shares of K-C Common Stock issued in connection with the First Merger, the “Stock Consideration”), subject to cash in lieu of fractional shares, plus (B) $3.50 in cash (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”), in each case, without interest.
At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any of the parties, the Initial Surviving Company or the equityholders thereof, (i) each share of common stock of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time was automatically canceled and ceased to exist without any conversion or payment therefor and (ii) each unit of Second Merger Sub issued and outstanding immediately prior to the Second Effective Time remained issued and outstanding and represented validly issued, fully paid and nonassessable units of the Final Surviving Company, which constituted the only outstanding units of the Final Surviving Company immediately following the Second Effective Time.
No fractional shares of K-C Common Stock were issued in the Mergers, and holders of Kenvue Common Stock otherwise entitled to receive a fractional share of K-C Common Stock will receive a cash payment, without interest, in lieu thereof, based on the average of the volume-weighted average price per share of K-C Common Stock for each of the five consecutive trading days ending on (and including) the first trading day immediately prior to the Closing Date, as specified in the Merger Agreement.
In accordance with the terms of the Merger Agreement, each equity award of the Kenvue, consisting of stock options, restricted stock units, performance stock units and deferred stock units, that was outstanding immediately prior to the First Effective Time was converted into an equivalent equity award of K-C, including with respect to vesting conditions (including in connection with a qualifying termination of employment), except that performance stock units were converted into solely time-vesting restricted stock units. The number of shares of K-C Common Stock subject to each converted equity award was equal to the number of shares of Kenvue Common Stock subject to the award, with the number of shares of Kenvue Common Stock subject to any performance stock unit determined based on the greater of target and actual performance measured through the First Effective Time, multiplied by the Equity Award Exchange Ratio (as defined below), and the exercise price of each converted stock option is equal to the exercise price of the stock option of the Company divided by the Equity Award Exchange Ratio.
The “Equity Award Exchange Ratio” is a fraction, (i) the numerator of which is the sum of the Cash Consideration and an amount equal to the product of (A) the Exchange Ratio and (B) the closing price of K-C Common Stock on the trading day immediately prior to the date of the First Effective Time (the “K-C Closing Price”) and (ii) the denominator of which is the K-C Closing Price.
In respect of Kenvue Common Stock issued and outstanding immediately prior to the First Effective Time, K-C delivered or has an obligation to deliver approximately 281,060,840 shares of K-C Common Stock in the aggregate.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Important Statement Regarding the Merger Agreement
The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about K-C or Kenvue or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties and covenants contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in K-C’s or Kenvue’s public disclosures.
| Item 2.05. | Costs Associated with Exit or Disposal Activities. |
On October 30, 2026, in connection with the Mergers, the Board approved the Kenvue Integration Program (the “Program”), which is intended to achieve certain operating profit synergies by 2030. Actions contemplated under the Program commenced on November 2, 2026 and are expected to be completed by December 31, 2029. The Program is expected to result in cumulative pre-tax charges of approximately $3.1 billion ($2.5 billion cash and $0.6 billion non-cash) over this period, with cash charges primarily related to supply chain network optimization (approximately $0.8 billion), enterprise resource planning and technology integration (approximately $0.6 billion), workforce optimization (approximately $0.4 billion), advisory services (approximately $0.4 billion) and program management and other restructuring and integration costs (approximately $0.3 billion). Non-cash charges are primarily related to supply chain network optimization. Additionally, K-C expects to spend approximately $1.4 billion in capital related to the Program through December 31, 2029.
The estimate of charges that K-C expects to incur and the timing thereof are subject to a number of assumptions and actual results may differ from current expectations. K-C may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the Program.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Directors
Pursuant to the Merger Agreement, at the First Effective Time, Richard E. Allison, Jr., Larry J. Merlo, and Kirk L. Perry (collectively, the “Kenvue Designees”), each of whom was a member of the board of directors of Kenvue prior to the First Effective Time, were appointed to the board of directors of K-C (the “Board”). K-C has agreed to take all necessary actions to nominate the Kenvue Designees for election to the Board at the annual meeting of stockholders of K-C to be held in 2027.
Also at the First Effective Time, Mr. Allison was appointed to the Audit Committee of the Board, and Mr. Merlo was appointed to the Management Development and Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Perry was not appointed to any committees of the Board.
The Kenvue Designees will participate in the outside director compensation programs described under “Director Compensation” in K-C’s Definitive Proxy Statement on Schedule 14A filed on March 23, 2026.
The Kenvue Designees have no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Resignation of Directors
At the First Effective Time, Mae C. Jemison, M.D., Christa S. Quarles and Jaime Ramirez resigned from the Board. The resignations of Dr. Jemison, Ms. Quarles and Mr. Ramirez were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices but were solely for the purpose of creating adequate vacancies on the Board to allow for the appointment of the Kenvue Designees.
Amendment of the 2021 Equity Participation Plan
Effective as of the First Effective Time, the Board amended the Company’s 2021 Equity Participation Plan (the “EPP”) to permit the Company to, in the event that the Company acquires or combines shares with another company that has shares available under a pre-existing plan approved by stockholders (and not adopted in contemplation of such acquisition or combination), issue awards under the EPP with the shares available for issuance under such pre-existing plan (as adjusted to reflect the acquisition or combination, and so long as the pre-existing plan is not adopted in connection with such acquisition or combination), subject to the limitations of Nasdaq Listing Rule 5635(c) or other applicable stock exchange rules (including with respect to the eligibility of individuals who may be granted such awards).
The foregoing description of the EPP does not purport to be complete and is qualified in its entirety by reference to the full text of the EPP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Performance Recognition and Incentive Awards
On October 30, 2026, the Management Development and Compensation Committee of the Board approved one-time, premium-priced nonqualified stock option awards (the “Performance Recognition and Incentive Awards,” or the “Awards”) under the Kimberly-Clark Corporation 2021 Equity Participation Plan (as amended, the “Plan”) to the Company’s executive officers, including its named executive officers, and other eligible employees. The grants are effective December 1, 2026 (the “Grant Date”) and were conditioned on the completion of the Company’s acquisition of Kenvue.
The grant values of the Awards for the Company’s named executive officers are as follows: Michael Hsu, Chairman and Chief Executive Officer, $6,600,000; Nelson Urdaneta, Senior Vice President and Chief Financial Officer, $2,150,000; and Jeffrey Melucci, Chief Strategy, Business Development and Administrative Officer, $1,800,000. The named executive officers’ Awards are intended to recognize their leadership in the successful completion of the Kenvue acquisition, to incentivize their continued execution of the Kenvue integration and synergy realization efforts, to closely align long-term compensation with sustained stockholder value creation, and to promote their continued service with the Company. Awards granted to additional executive officers and eligible employees are intended to achieve similar objectives, and to promote unity across the business for shared strategic objectives.
The Awards provide the executive officers and eligible employees with the opportunity to purchase Company stock with an exercise price per share that will be the greater of (i) $120.00 and (ii) 110% of the closing price of a share of the Company’s common stock on the Grant Date. The number of shares of the Company’s common stock subject to each Award will equal the grant value divided by the Black-Scholes value of a single premium priced, nonqualified stock option on the Grant Date, as determined by an independent third-party valuation firm, rounded down to the nearest whole share. The Awards have a ten-year term.
The Awards will vest and become exercisable in full on December 1, 2029, subject to the executive’s continued employment through that date. Unvested Awards will generally not vest early on any termination of employment, including retirement, death or disability, and will be forfeited on any such termination. However, upon a qualifying termination of employment following a change of control of the Company that occurs after the Grant Date, the Awards will vest in full under the terms of the Plan. They will be forfeited in their entirety upon a termination of employment for cause. Following any other termination, vested Awards will generally remain exercisable for a limited period that depends on the reason for the termination, but in no event beyond the end of the term.
The foregoing description of the Awards does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Performance Recognition and Incentive Awards Agreement, which K-C expects to file with its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 30, 2026, the Board approved certain amendments to K-C’s By-Laws (as so amended, the “Amended By-Laws”), effective upon the completion of the Mergers on November 2, 2026. The amendments, among other things, revise the advance notice procedures and disclosure requirements applicable to stockholder proposals and director nominations, add requirements addressing the universal proxy rules under Rule 14a-19 under the Exchange Act, revise the procedures for stockholder-requested special meetings, update provisions concerning stockholder meeting notices, meetings held solely by remote communication, meeting conduct, adjournments, the preparation and availability of stockholder lists, eliminate the right of holders of at least ten percent of the voting power represented at a meeting to demand a vote by written ballot, change the quorum requirement for Board meetings, revise the provisions governing Board committees and officers, update the indemnification and expense advancement provisions, and designate the federal district courts of the United States as the exclusive forum for complaints asserting causes of action under the Securities Act, unless K-C selects or consents in writing to an alternative forum. The amendments also remove certain obsolete provisions and make other ministerial, technical, and conforming changes.
The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended By-Laws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the Amended By-Laws marked to show the changes from K-C’s By-Laws as in effect immediately prior to the amendments is filed as Exhibit 3.2 and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On November 2, 2026, K-C issued a press release announcing the completion of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is being furnished to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by K-C under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Forward-Looking Statements
Certain matters contained in this Current Report concerning estimates, projections, goals, anticipated benefits and statements relating to the Program, including estimates of charges and capital expenditures that K-C expects to incur, and the timing thereof, 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. Forward-looking statements are based upon the expectations and beliefs of the management of K-C as of the date they were made and speak only as of the date they were made. K-C undertakes no obligation to publicly update any forward-looking statements.
The assumptions used as a basis for the forward-looking statements include many estimates that, among other things, depend on the successful integration of Kenvue and the achievement of future cost savings and projected volume increases. In addition, many factors outside our control could affect the realization of these estimates. These include risks and uncertainties related to the Kenvue acquisition and the integration of Kenvue’s business, including the risk that the anticipated benefits, synergies and cost savings of the Mergers may not be realized when expected or at all, the risk that integration costs may be higher than expected, the risk that K-C is not able to realize the anticipated benefits of the Program, risks related to the preliminary nature of the estimate of the charges and capital expenditures to be incurred in connection with the Program, which is subject to change, and risks related to any delays in the timing for implementing the Program or potential disruptions to K-C’s business or operations as it executes on the Program. For a description of other factors that could cause K-C’s future results to differ from those expressed in any such forward-looking statements, see Item 1A entitled “Risk Factors” in K-C’s Annual Report on Form 10-K for the year ended December 31, 2025 and our other SEC filings. Other factors not presently known to us or that we presently consider immaterial could also affect our business operations and financial results.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements.
Kenvue’s audited consolidated financial statements and related notes as of December 28, 2025 and December 29, 2024 and for each of the years in the three-year period ended December 28, 2025 and the related report of PricewaterhouseCoopers LLP, Kenvue’s independent registered public accounting firm, were previously filed with the SEC by K-C (File No. 001-00225, Form 8-K dated September 28, 2026, Exhibit 99.2), and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith.
Kenvue’s unaudited consolidated financial statements and related notes for the three and six months ended June 28, 2026 and June 29, 2025, were previously filed with the SEC by K-C (File No. 001-00225, Form 8-K dated September 28, 2026, Exhibit 99.3), and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of K-C, giving effect to the Mergers and certain related transactions as set forth therein, for the year ended December 31, 2025 and as of and for the six months ended June 30, 2026, and the related notes to the pro forma combined financial information, were previously filed with the SEC by K-C (File No. 001-00225, Form 8-K dated September 28, 2026, Exhibit 99.4), and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith.
(d) Exhibits.
| Exhibit No. | Description |
| 2.1* | Agreement and Plan of Merger, dated as of November 2, 2025, by and among Kenvue Inc., Kimberly-Clark Corporation, Vesta Sub I, Inc. and Vesta Sub II, LLC (incorporated by reference to Exhibit 2.1 to Kimberly-Clark Corporation’s Current Report on Form 8-K filed on November 3, 2025). |
| 3.1 | By-Laws of Kimberly-Clark Corporation, as amended November 2, 2026. |
| 3.2 | By-Laws of Kimberly-Clark Corporation, as amended November 2, 2026 (marked to show changes from the By-Laws as in effect immediately prior to the amendments). |
| 10.1 | Kimberly-Clark Corporation's 2021 Equity Participation Plan, effective April 29, 2021, as amended and restated effective November 2, 2026. |
| 99.1 | Press Release of Kimberly-Clark Corporation, dated November 2, 2026. |
| 99.2 | Kenvue’s audited consolidated financial statements and related notes as of December 28, 2025 and December 29, 2024 and for each of the years in the three-year period ended December 28, 2025 and the related report of PricewaterhouseCoopers LLP, Kenvue’s independent registered public accounting firm (incorporated by reference to Exhibit 99.2 to Kimberly-Clark Corporation’s Current Report on Form 8-K filed on September 28, 2026). |
| 99.3 | Kenvue’s unaudited consolidated financial statements and related notes for the three and six months ended June 28, 2026 and June 29, 2025 (incorporated by reference to Exhibit 99.3 to Kimberly-Clark Corporation’s Current Report on Form 8-K filed on September 28, 2026). |
| 99.4 | Kimberly-Clark Corporation’s unaudited pro forma condensed combined financial information, giving effect to the Mergers and certain related transactions as set forth therein, for the year ended December 31, 2025 and as of and for the six months ended June 30, 2026, and the related notes (incorporated by reference to Exhibit 99.4 to Kimberly-Clark Corporation’s Current Report on Form 8-K filed on September 28, 2026). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. K-C agrees to furnish a supplemental copy of such schedules to the Securities and Exchange Commission upon its request.
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: November 2, 2026 | By: | /s/ Nelson Urdaneta |
| Name: | Nelson Urdaneta | |
| Title: | Senior Vice President and Chief Financial Officer | |
Exhibit 99.1
Kimberly-Clark Completes Acquisition of Kenvue,
Creating the Preeminent Global Consumer Health and Wellness Leader
Built to Deliver Extraordinary Care to Billions of Consumers Every Day
Unites Leading Portfolios, Including 10
Iconic Billion-Dollar Brands, Across Highly Complementary
Categories and Geographies
Leverages Kimberly-Clark’s Powering Care
Growth Engine and Proven Operating Model
to Drive Value Creation
Kimberly-Clark Reiterates Anticipated Run-Rate
Synergies of $2.1 Billion, with Value Capture Plan and
Pipeline Already Charted
DALLAS – November 2, 2026 – Kimberly-Clark Corporation (“Kimberly-Clark” or “the Company”) (NASDAQ: KMB), a core S&P 500 component, today announced that it has completed its acquisition of Kenvue. The combination creates the preeminent global consumer health and wellness leader, uniting leading portfolios, including 10 billion-dollar brands, to deliver extraordinary care for billions of people across every stage of life.
“Today marks a defining moment in Kimberly-Clark’s 154-year history as we welcome Kenvue and hit the ground running as one company,” said Mike Hsu, Chairman and Chief Executive Officer of Kimberly-Clark. “I am deeply grateful to our Kimberly-Clark and Kenvue teams around the world for enabling this next step. We share a rich heritage: pioneering entire categories and forming deep, lifelong bonds with consumers around the world as we help generations of people take care of themselves and their loved ones, every day. Now, at a moment when the need for better care is undeniable and growing, we have an urgent opportunity to be there for more people, in more places and across evolving unmet needs. With Kenvue, Kimberly-Clark is equipped to combine deep consumer insight, groundbreaking science and innovation, brand-building expertise and strong commercial execution to lead the future of consumer health.”
Hsu continued, “Our focus now is to move with speed and purpose to unlock the full potential of this combination. I am confident that our shared commitment to care and strong execution will enable us to deliver generational value for consumers, customers and shareholders.”
Extraordinary Starts Today
| · | Uniting leading, trusted and iconic brands to create the preeminent global consumer health and wellness leader. The company’s combined portfolio of leading personal care and consumer health brands includes 10 billion-dollar brands: Huggies, Listerine, Cottonelle, Neutrogena, Depend, Tylenol, Kleenex, Johnson’s Baby, Kotex and Scott. |
| · | Leading attractive categories at the intersection of fast-moving consumer goods and healthcare. Healthcare has become more personal, proactive, and essential as consumers are underserved by traditional healthcare systems, leaving them to assemble their own solutions. The company leads in many of the industry’s largest, most attractive categories, including baby care, women’s health and active aging. As global spending on health and wellness reaches more than $500 billion annually, Kimberly-Clark is well positioned to capture growing demand for science-backed, high-quality and high-performance solutions across everyday needs. |
| · | Elevating the standard of care through three strategic pillars: Better Care, More Hands and Smarter Health. The company’s combined brands will serve consumers more comprehensively throughout their health and care journeys, raising the bar on everyday care. Kimberly-Clark will extend its reach to more people in more places, across evolving needs. |
| · | Deploying Kimberly-Clark’s proven growth engine with best-in-class execution and management. Kimberly-Clark’s Powering Care growth engine will enhance the performance and potential of Kenvue’s portfolio by accelerating innovation, deepening brand love and improving commercial execution. Kimberly-Clark has appointed a purpose-built leadership team with the right experience, capabilities and technical expertise to drive a focus on winning in the company’s local markets. |
| · | Delivering a differentiated financial framework supported by substantial synergies. Kimberly-Clark reaffirms anticipated run-rate synergies of approximately $2.1 billion, consisting of approximately $1.9 billion in cost synergies, captured in the first three years following close, and approximately $500 million in incremental profit from revenue synergies, partially offset by reinvestment of approximately $300 million, captured within four years post-close. The company has substantially built its pipeline of cost and revenue initiatives as part of a robust integration plan. |
Segments and Leadership for Best-in-Class Execution
As previously announced, Kimberly-Clark will operate with four business segments:
| · | North America, a business generating approximately $18.0 billion1 in sales annually; | |
| · | Asia Pacific Focus Markets, which will include Greater China, Australia / New Zealand, South Korea, and Indonesia, generating approximately $4.3 billion1 in annual sales; | |
| · | Europe, Middle East, and Africa (EMEA), with approximately $5.0 billion1 in annual sales; and | |
| · | Enterprise Markets, which will include Latin America (including Brazil), India, Southeast Asia markets, and Japan, generating approximately $4.3 billion1 in annual sales. |
Kimberly-Clark’s executive leadership biographies are available on the company’s website.
Board and Governance
As previously announced, three members of the Kenvue Board of Directors have joined the Kimberly-Clark Board of Directors, which now comprises 13 directors:
| · | Mike Hsu, Chairman and CEO | |
| · | Sherilyn S. McCoy, Lead Independent Director | |
| · | Richard E. Allison, Jr. |
1 Represents the combined net sales of Kimberly-Clark and Kenvue for fiscal year 2025, as reported in each company's Annual Report on Form 10-K, recast to reflect the estimated impact of the new proposed segment structure. See “Important Note about Combined Financial Information.”
| · | Sylvia M. Burwell | |
| · | John W. Culver | |
| · | Deeptha Khanna | |
| · | S. Todd Maclin | |
| · | Deirdre A. Mahlan | |
| · | Larry Merlo | |
| · | Kirk Perry | |
| · | Joseph Romanelli | |
| · | Dunia A. Shive | |
| · | Mark T. Smucker |
In connection with the close of the transaction, Mae C. Jemison, Christa S. Quarles and Jaime A. Ramirez have stepped down from the Kimberly-Clark Board effective immediately.
Transaction Details
With the completion of the transaction, Kenvue shareholders will receive $3.50 in cash and 0.14625 shares of Kimberly-Clark common stock for each Kenvue share held. Shares of Kenvue’s common stock, which traded on the New York Stock Exchange under the symbol “KVUE,” ceased trading as of the market opening on November 2, 2026.
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. To keep up with the latest news and learn more about the company's more than 150-year history, visit the Kimberly-Clark website.
Cautionary Statement Regarding Forward-Looking Statements
Certain matters contained in this press release concerning our plans and expectations regarding the integration of Kenvue, including anticipated synergies, cost savings, integration costs and the timing thereof, our business outlook and anticipated transactions of Kimberly-Clark, including dividends, share repurchases and pension contributions, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are based upon management's expectations and beliefs concerning future events impacting Kimberly-Clark. There can be no assurance that these future events will occur as anticipated or that our results will be as estimated. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. Some of these forward-looking statements can be identified by words like "anticipate," "approximately," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "outlook," "plan," "potential," "possible," "predict," "project," "target," "seek," "should," "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 that, among other things, depend on the successful integration of Kenvue and the achievement of future cost savings and projected volume increases. In addition, many factors outside our control could affect the realization of these estimates. These include risks and uncertainties related to the Kenvue acquisition and the integration of Kenvue's business, including the risk that the anticipated benefits, synergies and cost savings of the Kenvue acquisition may not be realized when expected or at all, the risk that integration costs may be higher than expected, the risk of loss of key employees, customers, suppliers or other business counterparties, the risk of disruption to our or Kenvue's operations, the risk of litigation related to the Kenvue acquisition, our substantially increased indebtedness following the Kenvue acquisition and our ability to reduce our indebtedness, maintain our credit ratings and refinance indebtedness on favorable terms, legal proceedings and governmental investigations, indemnification obligations to Johnson & Johnson ("J&J"), and the sufficiency of, and J&J's ability to satisfy, its indemnification obligations, risks related to the IFP Transaction, including risks related to the incurrence of significant transaction and separation costs, adverse market reactions, regulatory or legal challenges, and operational disruptions, our ability to realize the anticipated benefits of the 2024 Transformation Initiative (including risks related to disruptions to our business or operations or related to any delays in implementation), war in Ukraine (including the related responses of consumers, customers, and suppliers and sanctions issued by the U.S., the European Union, Russia or other countries), government trade or similar regulatory actions (including current and potential trade and tariff actions affecting the countries where we operate and the resulting negative impacts on our supply chain, commodity costs, and consumer spending), pandemics, epidemics, fluctuations in foreign currency exchange rates, the prices and availability of our raw materials, supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including customers, suppliers and financial institutions with which we do business), failure to realize the expected benefits or synergies from our other acquisition and disposition activity, impairment of goodwill and intangible assets, including those recorded in connection with the Kenvue acquisition, and our projections of operating results and other factors that may affect our impairment testing, changes in customer preferences, severe weather conditions, regional instabilities and hostilities (including the war in Iran), potential competitive pressures on selling prices for our products, energy costs, general economic and political conditions globally and in the markets in which we do business, and our ability to maintain key customer relationships.
The factors described under Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by our Quarterly Reports on Form 10-Q and our other SEC filings, among others, could cause our future results to differ from those expressed in any forward-looking statements made by us or on our behalf. Other factors not presently known to us or that we presently consider immaterial could also affect our business operations and financial results.
Important Note about Combined Financial Information
The financial information for the combined businesses of Kimberly-Clark and Kenvue is based on management’s estimates and assumptions and has not been prepared in conformance with the applicable requirements of Regulation S-X relating to pro forma financial information, and the required pro forma adjustments under Regulation S-X have not been applied and are not reflected therein. This information is provided for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements of Kimberly-Clark or Kenvue. Various factors could cause actual future results to differ materially from those currently estimated by management, including, but not limited to, 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.
[KMB-F] [KMB-C]
Contacts
Investor Relations:
Christopher Jakubik, CFA
KC.InvestorRelations@kcc.com
Media Relations:
Kyrsten Aspegren
media.relations@kcc.com