Kenvue Inc. SEC Filings

Kenvue Inc. filed a Form 8-K and Form 425 supplementing its joint proxy statement/prospectus for the proposed merger with Kimberly-Clark. The filing describes multiple stockholder lawsuits and demand letters alleging disclosure deficiencies and seeking to delay the merger unless additional information is provided. To reduce litigation risk and avoid delaying the transaction, Kenvue adds detail on its board’s strategic review process, the special committee, and the non-disclosure agreement with Kimberly-Clark.

The supplement also expands disclosure on advisory relationships and fees paid to J.P. Morgan, Centerview and Goldman Sachs, and provides more specifics on comparable-company analyses, discounted cash flow valuations and long-term projections for Kenvue, Kimberly-Clark and the pro forma combined company. The Kenvue board continues to unanimously recommend that stockholders vote in favor of the merger-related proposals at the January 29, 2026 special meeting.

Kenvue Inc. reports multiple stockholder lawsuits and demand letters challenging disclosures around its pending merger with Kimberly-Clark and seeking to halt the stockholder votes or the Mergers until additional information is provided. To reduce the risk of delay and extra cost, Kenvue is voluntarily supplementing the joint proxy statement/prospectus with added detail on the board’s strategic review process, confidentiality and standstill terms with Kimberly-Clark, and legal counsel arrangements for product liability diligence.

The filing expands disclosure of J.P. Morgan’s relationships and fees, including approximately $24.0 million in aggregate fees from Kenvue affiliates and $11.0 million from Kimberly-Clark over two years, plus an expected $23.4 million in financing fees. It also adds specific valuation analyses and financial projections for Kenvue, Kimberly-Clark and the combined company, including enterprise value/EBITDA multiples, discounted cash flow ranges and forecasted revenues, EBITDA and unlevered free cash flows through 2030. The Kenvue board continues to unanimously recommend that stockholders vote “FOR” all Kenvue merger-related proposals.

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.

Kenvue has filed website materials related to its proposed transaction with Kimberly-Clark, highlighting that a joint proxy statement/prospectus on Form S-4 has been declared effective by the SEC and mailed to stockholders for approval of transaction-related proposals. The communication stresses that it is not an offer to sell or exchange securities and directs investors to read the full registration statement and definitive joint proxy statement/prospectus available from the SEC and company websites. It also explains that both companies’ directors and officers may be participants in proxy solicitations and points to prior SEC filings for details on their holdings.

The text contains an extensive cautionary statement about forward-looking statements regarding expected benefits, synergies, financing, leverage, cash flow, tax rate, and timing of closing, noting that many risks—from regulatory approvals and integration challenges to macroeconomic, supply chain, legal, and competitive pressures—could cause actual results to differ materially. Kenvue and Kimberly-Clark also flag that combined-company projections are illustrative only, are not prepared under SEC pro forma rules, and that non-GAAP metrics such as EBITDA, adjusted operating profit and adjusted constant currency EPS growth have limitations and should not be viewed as substitutes for GAAP results.

Kenvue Inc. disclosed the initial equity holdings of senior executive Curado Gomes de Lemos Leonardo, who serves as Group President LATAM. The filing shows that he directly holds restricted stock units representing 71,943.8 shares of Kenvue common stock and stock options covering 12,818 shares with an exercise price of $23.96 per share, expiring on 05/01/2035. The restricted stock units vest in three equal installments on 05/01/2026, 05/01/2027, and 05/01/2028, as long as he continues in service through each vesting date.

Kenvue outlines how its proposed acquisition by Kimberly-Clark would affect employees and shareholders. For shareholders, each Kenvue share is expected to convert at closing into $3.50 in cash plus 0.14625 shares of Kimberly-Clark, with cash paid instead of fractional Kimberly-Clark shares. Unvested Kenvue RSUs and PSUs would convert into unvested Kimberly-Clark RSUs, with value preserved and vesting generally continuing, and full vesting if employment is terminated without cause or for good reason within two years after closing.

Kimberly-Clark has agreed to maintain current salary and target bonus levels for at least one year after closing, including normal pay review increases, and to provide target long-term incentives consistent with similarly situated Kimberly-Clark employees. Kenvue expects no changes to major medical, leave, or well-being benefits in 2026 if closing occurs in the second half of the year, although future integration decisions will be made by Kimberly-Clark. The communication also highlights ongoing recognition and well-being programs and reminds investors that detailed terms are described in an effective Form S-4 and joint proxy statement/prospectus on file with the SEC.

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.