Kimberly Clark CORP 8-K Filing

Ticker: KMB · Form: 8-K · Filed: Nov 3, 2025 · CIK: 55785

Kimberly Clark CORP 8-K Filing Summary
FieldDetail
CompanyKimberly Clark CORP (KMB)
Form Type8-K
Filed DateNov 3, 2025
Pages16
Reading Time19 min
Key Dollar Amounts$1.25, $0.01, $3.50, $1,136,000,000, $7.7 billion
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Kimberly Clark CORP (ticker: KMB) to the SEC on Nov 3, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $1.25 (e on which registered Common Stock, $1.25 Par Value KMB The Nasdaq Stock Mark); $0.01 (share of Kenvue common stock, par value $0.01 per share (the " Kenvue Common Stock ")); $3.50 (the " Stock Consideration "), plus (ii) $3.50 in cash (the " Cash Consideration " and); $1,136,000,000 (other party a termination fee equal to $1,136,000,000 in cash under certain specified circums); $7.7 billion (he " Bridge Facility ") in an amount of $7.7 billion to K-C to fund the Cash Consideration a).

How long is this filing?

Kimberly Clark CORP's 8-K filing is 16 pages with approximately 4,708 words. Estimated reading time is 19 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,708 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2025-11-03 07:04:15

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On November 2, 2025, Kimberly-Clark Corporation, a Delaware corporation (" K-C "), 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 K-C (" First Merger Sub "), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (" Second Merger Sub "), pursuant to which, 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 K-C (the " Initial Surviving Company ") (the time the First Merger becomes effective being the " First Effective Time "), 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 K-C (the " Final Surviving Company ") (the time the Second Merger becomes effective being the " Second Effective Time "). The board of directors of each of K-C and Kenvue (the " K-C Board " and the " Kenvue Board ", respectively) has unanimously approved the Merger Agreement and the transactions contemplated thereby, including, in the case of K-C, the Mergers, the issuance of shares of K-C Common Stock (as defined below) as Merger Consideration (as defined below). Merger Consideration At the First Effective Time, pursuant to the terms and subject to the conditions of the Merger Agreement, each share of Kenvue common stock, par value $0.01 per share (the " Kenvue Common Stock "), issued and outstanding immediately prior to the First Effective Time (other than shares of Kenvue Common Stock that (x) are owned by

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On November 3, 2025, KC and Kenvue issued a joint press release announcing the entry into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Additionally, K-C posted to its website an investor presentation describing the Mergers, a copy of which is attached as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished to the SEC and shall not be deemed " filed " for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise the Securities Act of 1933, as amended, (the " Securities Act ") or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

01 Other Events

Item 8.01 Other Events Bridge Facility Commitment Letter On November 2, 2025, K-C and JPMorgan Chase Bank, N.A. (the " Bank ") executed a certain bridge loan facility commitment letter (the " Debt Commitment Letter "), pursuant to which the Bank has committed to provide bridge financing (the " Bridge Facility ") in an amount of $7.7 billion to K-C to fund the Cash Consideration and to pay fees and expenses related to the transactions contemplated by the Merger Agreement (the " Required Amounts "), on the terms and conditions set forth therein. The Bridge Facility will be available to be drawn upon in the event that K-C has not prior to or concurrently with the consummation of the Mergers received proceeds from one or more debt capital markets offerings, loan facility transactions or specified dispositions sufficient to pay the Required Amounts. The obligations of the Bank to provide the debt financing in accordance with the Debt Commitment Letter are subject to conditions customary for transactions of this type. Important Information for Investors and Stockholders This Current Report on Form 8-K (this " Current Report ") does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction. It does not constitute a prospectus or prospectus equivalent document. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. 5 This Current Report may be deemed to be solicitation material in respect of the proposed transaction between K-C and Kenvue. In connection therewith, K-C and Kenvue intend to file relevant materials with the SEC, including, among other filings, the Form S-4 in connection with the proposed issuance of shares of K-C's common stock pursuant to the proposed transaction that will include a joint proxy statement of K-C and Kenvue that also constitutes a prospectus of K-C, and a de

forward-looking statements can be identified by words like "anticipate," "approximately," "believe,"

forward-looking statements can be identified by words like "anticipate," "approximately," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "outlook," "plan," "potential," "possible," "predict," "project," "target," "seek," "should," "will," or "would," the negative of these words, other terms of similar meaning or the use of future dates. 6 The assumptions used as a basis for the forward-looking to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement, the risk that the conditions to the completion of the proposed transaction (including stockholder and regulatory approvals) are not satisfied in a timely manner or at all, the possibility that competing offers or transaction proposals may be made, the risks arising from the integration of the K-C and Kenvue businesses, the uncertainty of rating agency actions, the risk that the anticipated benefits and synergies of the proposed transaction may not be realized when expected or at all and that the proposed transaction may not be completed in a timely manner or at all, the risk of unexpected costs or expenses resulting from the proposed transaction, the risk of litigation related to the proposed transaction, including resulting expense or delay, the risks related to disruption to ongoing business operations and diversion of management's time as a result of the proposed transaction, the risk that the proposed transaction may have an adverse effect on the ability of K-C and Kenvue to retain key personnel, customers and suppliers, the risk that the credit ratings of the combined company declines following the proposed transaction, the risk that the a

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