Kenvue Inc. SEC Filings

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.

Kenvue shared employee FAQs about its proposed transaction with Kimberly‑Clark, outlining how pay, benefits, time off, performance reviews, bonuses and long‑term incentives would be handled around closing. Equity awards will convert on a value‑for‑value basis: RSUs to Kimberly‑Clark RSUs, stock options to Kimberly‑Clark options with exercise price and count adjusted to maintain value, and PSUs to Kimberly‑Clark RSUs using the greater of actual or target performance (illustrated with a $10,000 example).

The FAQs state that eligible employees involuntarily terminated before closing receive severance under their current plan, and those terminated on or after closing and before the first anniversary receive the better of Kenvue’s or Kimberly‑Clark’s plan. The communication also notes that Kimberly‑Clark will file a Form S‑4 with a joint proxy statement/prospectus to be mailed after SEC effectiveness.

T. Rowe Price Associates, Inc. filed an amended Schedule 13G reporting a passive stake in Kenvue Inc. (KVUE). The firm beneficially owns 115,533,086 shares of common stock, representing 6.0% of the class as of the event date 09/30/2025.

The filer reports 110,837,001 shares with sole voting power and 115,243,402 shares with sole dispositive power, with zero shared voting or dispositive power. The reporting person is classified as an investment adviser (IA) and certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Kenvue Inc.: FMR LLC filed a Schedule 13G/A (Amendment No. 3) reporting beneficial ownership of 90,322,373.80 shares of Kenvue common stock, representing 4.7% of the class. As of the event date 09/30/2025, FMR reports sole voting power over 54,101,208.75 shares and sole dispositive power over 90,322,373.80 shares. Abigail P. Johnson is also a reporting person, reflecting the same aggregate amount with sole dispositive power.

The filing is made on a passive basis, with a certification that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing notes that one or more other persons have rights to receive dividends or sale proceeds for these securities, and no single such person’s interest exceeds five percent of the total outstanding common stock.

Kenvue Inc. (KVUE) reported Q3 fiscal 2025 results. Net sales were $3,764 million versus $3,899 million a year ago, with gross profit of $2,226 million. Operating income was $629 million, and net income reached $398 million, or $0.21 per diluted share. The company recorded $17 million of Separation-related costs in the quarter and paid a cash dividend of $0.2075 per share.

For the first nine months, net sales totaled $11,344 million and net income was $1,140 million. Cash flow from operations was $1,343 million. Total debt was $8,973 million, including commercial paper of $1,160 million; Kenvue issued $750 million of 4.85% Senior Notes due 2032 in May and the 5.50% Notes due 2025 were repaid. Shares outstanding were 1,915,802,170 as of October 28, 2025. Management noted the Skin Health and Beauty unit’s fair value exceeded carrying value by about 10% in Q3; a 100 bps higher discount rate would have resulted in an impairment.

Subsequent event: On November 2, 2025, Kenvue entered into a Merger Agreement with Kimberly‑Clark Corporation, subject to customary closing conditions and regulatory approvals.

Kenvue Inc. entered into a definitive merger agreement with Kimberly-Clark. 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, subject to closing conditions. The K-C shares issued as consideration will be listed on Nasdaq, and no fractional shares will be issued; cash will be paid in lieu of fractions.

Closing requires approvals from both companies’ stockholders, antitrust clearances, effectiveness of an S-4 registration statement including a joint proxy/prospectus, and Nasdaq listing approval for the stock consideration. The agreement includes an outside date of November 2, 2026, extendable to May 3, 2027 for certain regulatory approvals, and a $1,136,000,000 termination fee in specified circumstances. K-C will add three Kenvue designees to its board at closing. Kenvue equity awards will convert into Kimberly-Clark awards per an equity award exchange ratio, with vested RSUs receiving the merger consideration. Separately, Kirk L. Perry was appointed Kenvue’s permanent CEO with defined salary, bonus, equity awards, and a potential transaction bonus.

Kenvue Inc. insider Heather Howlett, Vice President & Chief Accounting Officer, reported two transactions in the company's common stock on 10/03/2025. She acquired 27,181 shares through conversion of restricted stock units that correspond 1-for-1 to common shares and that are fully vested. To cover taxes on vesting, 9,633 shares were withheld and disposed at a price of $15.78, leaving her with 21,268.02 shares beneficially owned after the transactions. The acquired units had a stated acquisition price of $0, reflecting conversion of previously granted RSUs.

Kenvue (KVUE)189,274 restricted stock units on 10/01/2025. Each unit corresponds 1-for-1 to Kenvue common stock and carries an exercise price of $0.

The award vests in three equal installments on 10/01/2026, 10/01/2027, and 10/01/2028, contingent on continued service through each vesting date. Following the grant, 189,274 derivative securities were beneficially owned, reported as Direct (D).