Material Modification to Rights of Security Holders. On November 4, 2026 (the “Settlement Date”), Kimberly-Clark Corporation (“Kimberly-Clark”) completed the previously announced offers to exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding Kenvue Notes (as defined below) issued by Kenvue LLC (as successor in interest to Kenvue Inc.) (“Kenvue”) for up to $7,000,000,000 aggregate principal amount of new notes issued by Kimberly-Clark and cash an…

At the First Effective Time, holders of shares of Kenvue Common Stock issued and outstanding immediately prior to the First Effective Time ceased to have any rights as shareholders of the Company (other than the right to receive the Merger Consideration pursuant to the Merger Agreement).

Other Events. On the Closing Date, in connection with the Second Merger, the Final Surviving Company, as successor to the Company, and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”), entered into a Fourth Supplemental Indenture, dated as of November 2, 2026 (the “ Fourth Supplemental Indenture ”), to the Indenture, dated as of March 22, 2023 (the “ Base Indenture ” and, as supplemented by the first supplemental indenture, dated as of March 22, 2023, the second supplemental…

As a result of the First Merger, a change of control of the Company occurred on the Closing Date and the Initial Surviving Company became a direct wholly owned subsidiary of K-C. K-C funded the Cash Consideration with cash on hand, debt financing and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional business.

Concurrently with the closing of the First Merger, the Company repaid in full all fees, expenses and other obligations outstanding under, and terminated all commitments in effect under, the Credit Agreement, dated as of March 6, 2023 (the “ Credit Agreement ”), among the Company, the subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provided for a five-year senior unsecured revolving credit facilit…

Director: The filing describes a complete board turnover and officer succession resulting from a merger transaction, rather than a routine election or a single executive's voluntary departure.

On the Closing Date, the Company notified the New York Stock Exchange (the “ NYSE ”) that the First Merger had been completed and requested that the NYSE (i) suspend trading of the Kenvue Common Stock on the NYSE prior to the open of trading on the Closing Date and (ii) file with the SEC an application on Form 25 to delist and deregister the Kenvue Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The delisting of the Kenvue Common Sto…

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 were owned by the Company or K-C or any wholly owned subsidiary of the Company or K-C (or were held in treasury by the Company)) was converted into the right to receive (A) 0.14625 sh…

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific ref…

Entry into a Material Definitive Agreement On October 9, 2026, Kenvue Inc. (the “Company”) entered into a Third Supplemental Indenture dated as of October 9, 2026 (the “Third Supplemental Indenture”), to the indenture dated as of March 22, 2023, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by (i) the first supplemental indenture dated as of March 22, 2023 (the “First Supplemental Indenture”), providing for the…

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific ref…

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific ref…

Chief Financial Officer — Amit Banati: Amit Banati is stepping down as Chief Financial Officer, and Heather Howlett will serve as interim CFO.

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific ref…

Costs Associated with Exit or Disposal Activities On February 17, 2026, the Company’s Board of Directors approved an initiative that aims to optimize its operating model, transform its supply chain, reduce complexity, and drive operational efficiencies, while strengthening core capabilities. The initiative is expected to result in a net global workforce reduction of approximately 3.5%. The initiative is expected to result in pre-tax restructuring expenses and other charges totaling approximat…

Chief Financial Officer — Amit Banati: Mr. Banati is stepping down to pursue another opportunity as CEO of a different company.

Other Events. As previously disclosed, on November 2, 2025, Kenvue Inc., a Delaware corporation (“ Kenvue ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Kimberly-Clark Corporation, a Delaware corporation (“ K-C ”), 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…

Chief Executive Officer — Kirk L. Perry: Mr. Perry was permanently appointed as the CEO, having previously served in an interim capacity.

Entry into a Material Definitive Agreement. Merger Agreement On November 2, 2025, Kenvue Inc., a Delaware corporation (“ Kenvue ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Kimberly-Clark Corporation, a Delaware corporation (“ K-C ”), 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 Me…

in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set fort…

in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific ref…

Chief Executive Officer — Thibaut Mongon: Mr. Thibaut Mongon retired as CEO and stepped down from the Board, with an interim CEO appointed.

Other Events. The Board had previously initiated a comprehensive review of strategic alternatives and has established a strategic review committee (the “Strategic Review Committee”) to oversee the ongoing process. The strategic review will consider a broad range of potential alternatives, including optimizing the Company’s brand portfolio, while improving execution and enhancing operating performance to accelerate profitable growth and unlock the inherent value in Kenvue. The members of the S…

Results of Operations and Financial Condition On July 14, 2025, Kenvue Inc. (“Kenvue” or the “Company”) issued a press release announcing select preliminary financial results for the second quarter ended June 29, 2025. Kenvue’s full second-quarter financial results and revised financial guidance for full year 2025 will be released on August 7, 2025, and the Company will hold its second-quarter earnings call on the same date. A copy of the press release is attached hereto as Exhibit 99.1 and i…

Group President, Asia Pacific — Ellie Bing Xie: Ms. Xie is leaving her role as Group President, Asia Pacific with severance benefits.