KIMBERLY CLARK CORP SEC Filings

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."

Stacey J. Panayiotou, Chief Human Resources Officer of Kimberly-Clark Corp. (KMB), filed an initial Form 3 reporting the event dated 09/10/2025. The filing states no securities are beneficially owned by the reporting person as of that date. The form was signed by an attorney-in-fact on behalf of Ms. Panayiotou.

Kimberly-Clark (KMB) Form 4 filing reports that Chief Digital & Technology Officer Zackery A. Hicks sold 15,038 common shares on 08/04/2025. The weighted-average sale price was $133.40 per share, with individual trades executed between $133.38 and $133.48. Following the disposition, Hicks’ direct beneficial ownership decreased to 14,321 shares, down from 29,359, a reduction of roughly 51%. No derivative securities were acquired or disposed of, and no Rule 10b5-1 trading plan was indicated. The filing was submitted by attorney-in-fact Jeffrey S. McFall. Apart from this single sale, the document contains no additional transactions, earnings data or material corporate events.

Kimberly-Clark’s Q2-25 10-Q shows modest top-line softness, margin pressure and heavy restructuring, offset by progress on the strategic portfolio shift.

• Continuing-ops net sales slipped 1.6% YoY to $4.16 bn; six-month sales -4.0% to $8.22 bn. Organic growth was positive (+3.9% Q2) but more than offset by divestitures, business exits and FX.
• GAAP operating profit rose 9.8% YoY to $592 mn, helped by lapping prior-year restructuring charges. Adjusted operating profit fell 2.2% as lower pricing, input inflation and tariffs (≈$170 mn FY impact) outweighed $110 mn of productivity gains.
• Diluted EPS from continuing ops eased to $1.33 (-1.5%); total EPS $1.53 (-5%). FY-to-date EPS is $3.23 (-8%).
• 2024 Transformation Initiative logged $122 mn pre-tax in Q2 ($199 mn YTD); total expected cost ≈$1.5 bn with completion by 2026, targeting $3.0 bn gross productivity savings.
• IFP Business reclassified as discontinued ops; JV with Suzano will yield ~$1.7 bn cash for 51% stake (closing mid-2026). Q2 discontinued income was $68 mn (-24%).
• Cash from operations fell to $1.10 bn (-25% YoY) on working-capital build; cash balance $634 mn versus $1.01 bn YE-24. Net debt declined ~$177 mn YTD.
• Segment trends: North America sales -1.9%, OP -4.0%; International Personal Care sales +0.4%, OP -12.9% due to FX and inflation.
• Balance sheet remains solid: equity up to $1.40 bn (from $0.98 bn) boosted by OCI gains; leverage manageable with long-term debt 6.47 bn.