Kimberly-Clark 延长 Kenvue 债券交换要约期限

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2026

KIMBERLY-CLARK CORPORATION

(Exact name of registrant as specified in its charter)

P.O. Box 619100

Dallas, Texas 75261-9100

(Address of Principal Executive Offices) (Zip Code)

(972) 281-1200

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

Exchange Offers

On October 27, 2026, Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), announced that it has extended the expiration date of its previously announced offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes (the “Kenvue Notes”) issued by Kenvue Inc., a Delaware corporation (“Kenvue”), for up to $7.0 billion aggregate principal amount of new notes issued by Kimberly-Clark.

Kimberly-Clark extended such expiration date from 5:00 p.m., New York City time, on October 27, 2026, to 5:00 p.m., New York City time, on November 2, 2026 (as the same may be further extended, the “Expiration Date”).

The Exchange Offers are being made solely pursuant to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated September 28, 2026 (as amended from time to time) in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended. The Exchange Offers are conditioned, among other things, upon the consummation of Kimberly-Clark’s previously announced pending acquisition of Kenvue (the “Acquisition”).

On the early participation date of October 9, 2026, requisite consents were received to adopt certain amendments (the “Amendments”) to the indenture governing the Kenvue Notes (the “Kenvue Indenture”) and a supplemental indenture to the Kenvue Indenture containing the Amendments was executed. The Amendments will become operative only upon settlement of the Exchange Offers. The settlement date for the Exchange Offers is expected to occur promptly after the Expiration Date.

A copy of the press release issued by Kimberly-Clark is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.