KMB: Material agreement · New financial obligation · Other company developments

Item 1.01. Entry into a Material Definitive Agreement. Assumption of Kenvue Notes As previously disclosed, on November 2, 2026, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 2, 2025, by and among Kenvue Inc., Kimberly-Clark Corporation (the “Corporation”), Vesta Sub I, Inc., a direct wholly owned subsidiary of the Corporation (“First Merger Sub”), and Vesta Sub II, LLC, a direct wholly owned subsidiary of the Corporation (“Second Merger Sub”), (i) First Merger Sub merged with and into Kenvue Inc. (the “First Merger”), with Kenvue Inc. surviving as a direct wholly owned subsidiary of the Corporation (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 merged with and into Second Merger Sub (the “Second Merger”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Corporation and renamed “Kenvue LLC” (“Kenvue”). Prior to the Second Merger, Kenvue Inc. was the issuer of the following series of notes under the indenture, dated as of March 22, 2023 (the “Kenvue Base Indenture”), between Kenvue Inc. and Deutsche Bank Trust Company Americas, as trustee (the “Kenvue Trustee”), as supplemented by (i) the first supplemental indenture, dated as of March 22, 2023 (the “Kenvue First Supplemental Indenture”), providing for the issuance of Kenvue Inc.’s 5.050% Senior Notes due 2028 (the “Kenvue 2028 Notes”), 5.000% Senior Notes due 2030 (the “Kenvue 2030 Notes”), 4.900% Senior Notes due 2033 (the “Kenvue 2033 Notes”), 5.100% Senior Notes due 2043 (the “Kenvue 2043 Notes”), 5.050% Senior Notes due 2053 (the “Kenvue 2053 Notes”) and 5.200% Senior Notes due 2063 (the “Kenvue 2063