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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 9, 2026
Kenvue Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-41697 |
88-1032011 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 1 Kenvue Way |
|
| Summit, New Jersey |
07901 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (908) 874-1200
Not applicable
(Former name or former address, if changed since
last report)
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 |
|
Common Stock, Par Value $0.01 |
|
KVUE |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement
On October 9, 2026, Kenvue Inc. (the “Company”)
entered into a Third Supplemental Indenture dated as of October 9, 2026 (the “Third Supplemental Indenture”), to the indenture
dated as of March 22, 2023, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the
“Base Indenture”), as supplemented by (i) the first supplemental indenture dated as of March 22, 2023 (the “First Supplemental
Indenture”), providing for the issuance of the Company’s 5.050% Senior Notes due 2028 (the “2028 Notes”), 5.000%
Senior Notes due 2030 (the “2030 Notes”), 4.900% Senior Notes due 2033 (the “2033 Notes”), 5.100% Senior Notes
due 2043 (the “2043 Notes”), 5.050% Senior Notes due 2053 (the “2053 Notes”) and 5.200% Senior Notes due 2063
(the “2063 Notes”) and (ii) the second supplemental indenture dated as of May 22, 2025 (the “Second Supplemental Indenture”
and, together with the Base Indenture and the First Supplemental Indenture, as further supplemented by the Third Supplemental Indenture,
the “Indenture”), providing for the issuance of the Company’s 4.850% Senior Notes due 2032 (the “2032 Notes”
and, together with the 2028 Notes, the 2030 Notes, the 2033 Notes, the 2043 Notes, the 2053 Notes and the 2063 Notes, the “Existing
Kenvue Notes”).
The Third Supplemental Indenture was entered into
to effect certain amendments to the Indenture (described below) for which consents were solicited by Kimberly-Clark Corporation (“Kimberly-Clark”)
on behalf of the Company (each a “Consent Solicitation” and, collectively, the “Consent Solicitations”), in connection
with Kimberly-Clark’s previously announced offers to exchange any and all Existing Kenvue Notes for up to $7,000,000,000 aggregate
principal amount of new notes issued by Kimberly-Clark (the “Kimberly-Clark Notes”) and cash (each, an “Exchange Offer”
and, collectively, the “Exchange Offers”).
The amendments contained in the Third Supplemental
Indenture (1) eliminate substantially all of the restrictive covenants in the Indenture with respect to each series of Existing Kenvue
Notes, (2) eliminate certain of the events which may lead to an “Event of Default” in the Indenture with respect to each series
of Existing Kenvue Notes (other than the failure to pay principal, premium or interest), (3) eliminate the Securities and Exchange Commission
reporting covenant in the Indenture with respect to each series of Existing Kenvue Notes and (4) eliminate certain restrictions on the
Company in the Indenture from consolidating with or merging into any other person or conveying, transferring or leasing all or any of
its properties and assets to any person with respect to each series of Existing Kenvue Notes (collectively, the “Amendments”).
The Third Supplemental Indenture was effective
upon execution; provided that the Amendments with respect to a series of the Existing Kenvue Notes will become operative only upon the
settlement of the Exchange Offer and Consent Solicitation relating to such series of the Existing Kenvue Notes (the time of such settlement,
the “Settlement Date”) in accordance with the terms of the confidential offering memorandum and consent solicitation statement,
dated as of September 28, 2026 (as amended or supplemented from time to time). The Settlement Date is expected to occur promptly following
the expiration date of the Exchange Offers (the time of such expiration, the “Expiration Date”). The Expiration Date is expected
to occur on or about the closing date of the acquisition of the Company by Kimberly-Clark. On the Settlement Date, with respect to a series
of Existing Kenvue Notes, the Amendments effected by the Third Supplemental Indenture with respect to such series of Existing Kenvue Notes
will become automatically operative without any further action from the Company, the Trustee, Kimberly-Clark or the holders of the Existing
Kenvue Notes.
The foregoing description of the Third Supplemental
Indenture does not purport to be complete and is qualified in its entirety by reference to the Third Supplemental Indenture, a copy of
which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute
an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect
to, any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
The Kimberly-Clark Notes offered in the Exchange
Offers have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities
laws. Therefore, the Kimberly-Clark Notes may not be offered or sold in the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any applicable state securities laws.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains “forward-looking
statements” as defined in the Private Securities Litigation Reform Act of 1995, regarding the settlement of the Exchange Offers
and Consent Solicitations. Forward-looking statements may be identified by the use of words such as “plans,” “expects,”
“may,” “will,” “anticipates,” “estimates,” “aims,” and other words of similar
meaning in conjunction with, among other things: discussions of future operations and expected costs and payments. The reader is cautioned
not to rely on these forward-looking statements. These statements are based on current beliefs, expectations and assumptions of future
events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results and financial
condition could vary materially from the expectations and projections of the Company and its affiliates. Potential risks and uncertainties
that could cause actual events and results described in this Current Report on Form 8-K to differ from those expected include, among others,
risks around consummation of the previously announced acquisition of the Company by Kimberly-Clark.
A list and descriptions of additional risks,
uncertainties and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its
most recent Annual Report on Form 10-K and other filings, available at www.kenvue.com
or on request from the Company. The Company and its affiliates undertake no obligation to update any forward-looking statements, whether
as a result of new information, future events or developments or otherwise, other than as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
|
Exhibit Description |
| |
|
|
| 4.1 |
|
Third Supplemental Indenture dated October 9, 2026 between the Company and Deutsche Bank Trust Company Americas, as trustee, to the Indenture dated March 22, 2023 between the Company and Deutsche Bank Trust Company Americas, as trustee |
| |
|
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
| |
|
|
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.
| |
KENVUE INC. |
|
| |
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| Date: October 13, 2026 |
By: |
/s/ Pinto Adhola |
|
| |
|
Name: |
Pinto Adhola |
|
| |
|
Title: |
Assistant General Counsel, North America & Corporate Secretary |
|
