Kimberly-Clark Corp SEC Filings

Kimberly-Clark Corporation and Kenvue Inc. describe a proposed transaction between the two companies and explain that they have filed a registration statement on Form S-4, including a joint proxy statement/prospectus, which was declared effective by the SEC on 12/16/2025 and mailed to their stockholders for approval of transaction-related proposals. The communication stresses that it is not an offer to sell or buy securities and that any offering will only be made under a proper prospectus. It urges investors and stockholders of both companies to carefully read the Form S-4 and the definitive joint proxy statement/prospectus and explains where these documents can be obtained free of charge. The text also identifies that directors and executive officers of both companies may be participants in the proxy solicitation and directs readers to existing SEC filings for details on their holdings. A detailed cautionary statement outlines that any projections or expectations about the combined company are forward-looking statements subject to significant risks and uncertainties, and notes that projected combined financial information is illustrative only and not prepared as Regulation S-X pro forma financials.

Kimberly-Clark Corporation has filed a shareholder engagement presentation related to its proposed transaction with Kenvue Inc.. The communication explains that the deal will be submitted to both companies’ stockholders using a joint proxy statement and prospectus included in a Kimberly-Clark registration statement on Form S-4, which has been declared effective by the SEC and mailed to stockholders.

The material stresses that this document is not an offer to sell or buy securities and directs investors to the effective registration statement and definitive joint proxy statement/prospectus for full details of the proposed transaction, including participant information and potential interests of directors and officers. It also includes extensive forward-looking statement and risk disclosures, outlining that expected benefits, synergies, financing plans and combined financial projections are uncertain and subject to numerous business, regulatory, market, and integration risks.

Kimberly-Clark Corporation filed this communication under securities solicitation rules in connection with its proposed transaction with Kenvue Inc.. It highlights that a Form S-4 registration statement, including a joint proxy statement/prospectus covering the proposed issuance of Kimberly-Clark common stock, has been declared effective and mailed to both companies’ stockholders to seek approval of transaction-related proposals.

The text urges investors and stockholders of both companies to carefully read the registration statement and definitive joint proxy statement/prospectus, which are available for free on the SEC’s and each company’s websites. It also explains that statements about expected benefits, synergies, cash flow, capital structure and growth from combining the businesses are forward-looking and subject to many risks, including deal completion, integration challenges, regulatory approvals, litigation, market conditions and changing consumer behavior.

The communication further notes that projected combined financial information is based on management estimates, is illustrative only, does not follow Regulation S-X pro forma requirements and should not be viewed as a substitute for each company’s historical financial statements.

Kimberly-Clark plans to acquire Kenvue through a two-step merger, after which Kenvue will become a wholly owned subsidiary and then merge into a Kimberly-Clark subsidiary.

Kenvue stockholders are expected to receive 0.14625 shares of Kimberly-Clark common stock plus $3.50 in cash for each Kenvue share, with cash paid instead of fractional Kimberly-Clark shares. Using recent Kimberly-Clark share prices cited in the document, this implied per-share value ranged from about $21.01 at announcement to $18.53 as of mid-December 2025.

Separate virtual special meetings on January 29, 2026 will ask Kimberly-Clark stockholders to approve issuing new shares and Kenvue stockholders to approve the merger agreement, an advisory compensation vote, and a possible adjournment. After closing, existing Kimberly-Clark holders are expected to own roughly 54% of the combined company and former Kenvue holders about 46%, based on fully diluted market values at signing. Both boards unanimously recommend that their stockholders vote in favor of all proposals related to the transaction.

Kimberly-Clark Corporation is updating how it presents past results by recasting parts of its 2024 annual report to treat its International Family Care and Professional (IFP) business as discontinued operations. This follows a June 5, 2025 agreement with Suzano S.A. to form a joint venture that will include substantially all former IFP operations. At closing, Suzano and its subsidiaries will acquire a 51% interest in the joint venture for a purchase price of approximately $1.7 billion, while Kimberly-Clark will retain a 49% equity stake.

The company determined this IFP transaction is a strategic shift that will have a major effect on its operations and financial results. As a result, second quarter 2025 and earlier periods in the 2024 Form 10-K are being recast so IFP results appear as discontinued operations. Exhibit 99.1 replaces selected sections, including Management’s Discussion and Analysis and the financial statements, but the filing does not amend or restate other parts of the original 2024 Form 10-K.

Kimberly-Clark Corporation filed a communication under Rule 425 describing a proposed transaction with Kenvue Inc. and the related shareholder approval process. Kimberly-Clark plans to file a registration statement on Form S-4 covering the proposed issuance of its common stock, which will include a joint proxy statement/prospectus to be mailed to both companies’ stockholders for votes on transaction-related proposals after SEC effectiveness. The communication emphasizes that it is not an offer to sell or buy securities and urges investors to read carefully the registration statement, joint proxy statement/prospectus, and related SEC filings when available. It also highlights that projections and other statements about expected benefits, synergies, financing, cash flow, and timing are forward-looking and subject to significant risks and uncertainties outlined in each company’s SEC reports.