Kimberly-Clark Completes Acquisition of Kenvue Inc.

Executive Summary

On November 2, 2026, Kenvue Inc. completed its previously announced merger with Kimberly-Clark Corporation ("K-C"). Pursuant to the Merger Agreement dated November 2, 2025, Kenvue underwent a two-step merger transaction resulting in Kenvue surviving as Kenvue LLC, a direct wholly owned subsidiary of Kimberly-Clark. Consequently, Kenvue common stock has been halted and is being delisted from the New York Stock Exchange (NYSE).

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Transaction Structure & Consideration Details

1. Two-Step Merger:

   • First Merger: First Merger Sub merged into Kenvue Inc., with Kenvue surviving as a direct subsidiary of K-C.
   • Second Merger: Immediately following, Kenvue merged into Second Merger Sub, with Second Merger Sub surviving as Kenvue LLC.

2. Merger Consideration:

   • Each outstanding share of Kenvue Common Stock (par value $0.01) was converted into:
     • Stock Consideration: 0.14625 shares of K-C Common Stock (par value $1.25).
     • Cash Consideration: $3.50 in cash without interest.
   • Fractional shares will be paid out in cash based on the 5-day volume-weighted average price of K-C Common Stock prior to closing.

3. Treatment of Equity Awards:

   • Stock options, restricted stock units (RSUs), performance stock units (PSUs), and deferred stock units (DSUs) were converted into equivalent K-C equity awards.
   • PSUs were converted into solely time-vesting RSUs based on the greater of target and actual performance measured through the effective time, adjusted by the Equity Award Exchange Ratio.

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Delisting and Deregistration (Item 3.01)

• Kenvue notified the NYSE of the transaction's completion and requested suspension of trading prior to the open on November 2, 2026.
• The NYSE will file Form 25 with the SEC to delist and deregister Kenvue Common Stock under Section 12(b) of the Exchange Act.
• Kenvue LLC will subsequently file Form 15 to terminate its reporting obligations under Sections 13(a) and 15(d).

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Board and Governance Changes (Item 5.02 & Item 5.03)

• Board Departure: All 12 members of Kenvue's Board of Directors (Larry Merlo, Richard E. Allison, Jr., Seemantini Godbole, Melanie L. Healey, Sarah Hofstetter, Betsy D. Holden, Erica Mann, Kathleen Pawlus, Kirk Perry, Vasant Prabhu, Jeff Smith, and Michael E. Sneed) resigned effective at the First Effective Time.
• Management of Surviving Entity: Kenvue LLC is managed as a member-managed LLC by its sole member, Kimberly-Clark. Officers of the final surviving entity include:
  • President and CEO: Nelson Urdaneta
  • VP, CFO, and Treasurer: Flavio Costa
  • VP and Secretary: Courtney Roane
• Section 280G Tax Neutrality Agreement: On November 1, 2026, Kenvue Brands LLC entered into an excise tax gross-up agreement with General Counsel Matthew Orlando regarding Section 280G excise taxes resulting from the merger, with payments capped at an absolute maximum of $8 million (expected to be substantially less).

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Debt Assumption and Credit Facility Termination

• Credit Agreement Termination (Item 1.02): Kenvue terminated its $4.0 billion 5-year senior unsecured revolving credit facility with JPMorgan Chase Bank, N.A. No borrowings were outstanding at closing.
• Assumption of Senior Notes (Item 8.01): Kenvue LLC entered into a Fourth Supplemental Indenture with Deutsche Bank Trust Company Americas, assuming all obligations under seven series of outstanding Senior Notes totaling $8.0 billion in aggregate principal amount (maturities ranging from 2028 to 2063).