Kimberly-Clark Corp SEC Filings

Kimberly-Clark (KMB) reported a leadership change: Chief Digital and Technology Officer Zackery Hicks will depart the company effective March 31, 2026 to pursue other opportunities.

The company stated that Mr. Hicks will receive certain compensation and benefits consistent with its Severance Pay Plan. No additional leadership or operational changes were detailed in this notice.

Kimberly-Clark (KMB) insider transaction: The company’s Chief Human Resources Officer reported the acquisition of 16,707 restricted share units on 10/31/2025, as disclosed on Form 4.

The filing lists derivative securities (RSUs) with an acquisition transaction code “A” at a price of $0.0000 per unit, directly held. Each RSU is payable on a 1-for-1 basis in common stock, and the total corresponds to 16,707 underlying shares.

According to the disclosure, additional RSUs are accrued based on dividends paid on the common stock. The RSUs vest in one-third increments on each of the first, second, and third anniversaries of the grant date. Some RSUs have vested and are paid out in shares of common stock.

Kimberly-Clark (KMB) reported an insider equity award. Officer John Carmichael (President, North America) filed a Form 4 for 4,177 restricted share units on 10/31/2025, shown as transaction code A at an exercise price of $0.0000 per unit. Each RSU corresponds to one share of common stock.

The filing lists 4,177 derivative securities beneficially owned following the transaction, held directly. Per the footnotes, these RSUs vest in one-half increments on each of the first and second anniversaries of the grant date and are payable on a 1-for-1 basis under the company’s equity plan.

Kimberly-Clark (KMB) insider transaction: Chief Supply Chain Officer Tamera Fenske reported equity award activity on 10/31/2025. 20,176 performance-based restricted share units vested and were paid in common stock, and 4,483 restricted share units converted on a 1-for-1 basis.

To satisfy tax withholding, 1,997 and 8,987 shares were automatically surrendered at $119.71. After these transactions, the reporting person directly owned 19,842 shares.

Kimberly‑Clark announced a definitive agreement to acquire Kenvue through a two‑step merger. Each share of Kenvue common stock will be converted at the first closing into 0.14625 shares of KMB plus $3.50 in cash, with KMB shares to be listed on Nasdaq. No fractional KMB shares will be issued; cash will be paid in lieu of fractions.

The companies will file a joint Form S‑4 with a joint proxy statement/prospectus, and the deal requires stockholder approvals, antitrust clearances, S‑4 effectiveness, and Nasdaq listing approval of the stock consideration. The agreement includes an Outside Date of November 2, 2026, automatically extendable to May 3, 2027 for certain regulatory approvals, and a $1,136,000,000 termination fee payable in specified circumstances. Upon closing, the KMB board will add three Kenvue designees.

KMB secured a committed $7.7 billion bridge facility to fund the cash portion and transaction expenses if permanent financing or other sources are not in place at closing.

Kimberly‑Clark announced a definitive agreement to acquire Kenvue via a two‑step merger. Each share of Kenvue common stock will be converted into the right to receive 0.14625 shares of K-C common stock plus $3.50 in cash at the first merger effective time. No fractional K-C shares will be issued; cash will be paid in lieu of fractions.

The stock portion will be listed on Nasdaq, and K-C and Kenvue will file a joint proxy statement/prospectus on a Form S‑4 for required stockholder approvals. Closing is subject to customary conditions, including antitrust clearances, SEC effectiveness of the S‑4, Nasdaq approval of the stock consideration, and both companies’ stockholder approvals. The outside date is November 2, 2026, with a potential extension to May 3, 2027 for regulatory approvals.

K-C secured a $7.7 billion bridge facility commitment to fund the cash consideration and related fees if other financings or dispositions are not completed by closing. The merger agreement provides for a $1.136 billion termination fee under specified circumstances. Upon closing, K-C’s board will include three Kenvue designees.

Kimberly-Clark (KMB) reported Q3 FY2025 results with flat sales and lower GAAP earnings as tax law changes and prior-year gains rolled off. Net sales were $4,150 million, essentially in line with last year. Operating profit fell to $621 million from $1,026 million, and diluted EPS from continuing operations was $1.01 versus $2.42, reflecting higher taxes and cost pressures. Adjusted operating profit was $683 million (vs. $682 million) and adjusted EPS was $1.45 (vs. $1.56).

The company recorded approximately $130 million of incremental tax charges tied to the U.S. OBBBA, lifting the effective tax rate to 45.4% for the quarter. The 2024 Transformation Initiative recorded Q3 charges of $62 million pre-tax ($50 million after-tax) and has reached $718 million cumulative pre-tax through September. Income from discontinued operations was $110 million, aided by lower D&A.

KMB continues to prepare its International Family Care and Professional joint venture with Suzano, under which the buyer will acquire a 51% interest for approximately $1.7 billion, subject to closing conditions and expected in mid-2026. Cash and cash equivalents were $617 million at quarter-end; capital spending year-to-date was $668 million.

Kimberly-Clark Corporation (KMB) furnished a press release announcing results of operations for the quarter ended September 30, 2025. The release is provided as Exhibit 99.1 to an accompanying Form 8-K.

The information in Item 2.02 is being furnished, not filed, and is not subject to Section 18 of the Exchange Act. It will not be incorporated by reference into Securities Act filings unless expressly stated. Kimberly-Clark’s common stock trades on The Nasdaq Stock Market under the symbol KMB.

John Patrick Carmichael, identified as an officer (President, North America) and director of Kimberly-Clark Corporation (KMB), submitted an initial Section 16 Form 3 reporting an event dated 09/15/2025. The filing, executed by attorney-in-fact Jeffrey S. McFall on 09/24/2025, states that the reporting person does not beneficially own any securities of Kimberly-Clark. The form discloses the reporter's mailing address in Dallas, TX, and confirms that this is a single-reporting-person filing. No non‑derivative or derivative holdings are listed; the submitted remarks note "No securities are beneficially owned."