KMB: Other company developments

Item 8.01 Other Events. Exchange Offers and Consent Solicitations As previously announced, on November 2, 2025, Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Kenvue Inc., a Delaware corporation (“Kenvue”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Kimberly-Clark (“First Merger Sub”), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Kimberly-Clark (“Second Merger Sub”). The Merger Agreement provides that, among other things, (i) First Merger Sub will merge with and into Kenvue (the “First Merger”), with Kenvue surviving as a direct wholly owned subsidiary of Kimberly-Clark (the “Initial Surviving Company”), and (ii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Initial Surviving Company will merge with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of Kimberly-Clark. On September 28, 2026, Kimberly-Clark announced the commencement, in connection with the Mergers, of an exchange offer for any and all outstanding notes (the “Kenvue Notes”) issued by Kenvue, for up to $7.0 billion aggregate principal amount of new notes issued by Kimberly-Clark and cash. In conjunction with the offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) the Kenvue Notes, Kimberly-Clark is concurrently soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) with respect to each series of Kenvue Notes to adopt certain proposed amendm