Short answer
Kimberly-Clark (KMB) filed an 8-K current report with the SEC on September 28, 2026 reporting Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Exchange offer targets all outstanding Kenvue Notes for up to $7.0 billion of new Kimberly-Clark notes plus cash.
Kimberly-Clark 8-K event analysis
AI summary of each reported item and its exhibits
Item 8.01 · Other Events
- Exchange offer targets all outstanding Kenvue Notes for up to $7.0 billion of new Kimberly-Clark notes plus cash
- Consent solicitations would remove most Kenvue debt covenants, selected default triggers, SEC reporting requirements, and merger restrictions
- Offers conditioned on First Merger completion, expected in fourth-quarter 2026
- Pro forma financials and Kenvue audited and interim statements provide investor visibility into the combined company’s potential profile
- Pro forma results are informational and not predictive of post-merger financial performance
Item EX-99.1 · Exhibit EX-99.1
- Exchange offers cover up to $7.0 billion of Kenvue notes, contingent on completing the acquisition in fourth quarter 2026
- Early tenders receive $970 Kimberly-Clark notes, $30 premium and $1 cash per $1,000 Kenvue notes
- Kimberly-Clark assumes unsecured senior debt with matching rates, maturities, payment dates and redemption terms
- Consent solicitations would remove most Kenvue noteholder protections, including restrictive covenants and certain default triggers
- Early participation deadline October 9, 2026; offers expire October 27, 2026; withdrawal deadline October 9, 2026
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