KIMBERLY CLARK CORP 8-K

What Happened
Kimberly‑Clark Corporation (K‑C) filed a Current Report on Form 8‑K (Jan 16, 2026) to voluntarily amend and supplement the joint proxy statement/prospectus for its proposed merger with Kenvue (Merger Agreement signed Nov 2, 2025). The S‑4 registering the transaction was filed Dec 4, 2025 and declared effective by the SEC on Dec 16, 2025. K‑C disclosed a series of stockholder lawsuits filed by purported Kenvue and K‑C holders (Wisconsin, New Jersey, New York, and the Delaware Court of Chancery) alleging omissions in proxy disclosures and seeking injunctions or corrective disclosures; K‑C supplemented the joint proxy to add disclosures (e.g., strategic‑review committee formation, NDA terms, advisor engagements, and updated financial/valuation figures) to reduce the risk of delay and distraction. The K‑C board continues to unanimously recommend stockholders vote “FOR” the issuance and adjournment proposals tied to the mergers.

Key Details

• Registration/Proxy: Form S‑4 filed Dec 4, 2025; declared effective Dec 16, 2025; joint proxy/prospectus mailed Dec 16, 2025.
• Pending litigation: Steinbrecher v. Kenvue (E.D. Wis., filed Dec 8, 2025), Bass v. Allison (N.J., filed Jan 1, 2026), Jones and Kent (N.Y., filed Jan 7–8, 2026), and Reese v. Burwell (Del. Ch., filed Dec 29, 2025). Plaintiffs generally seek injunctions, corrective disclosures and fees.
• Transaction terms and metrics disclosed/updated: cash consideration of $3.50 per Kenvue share; exchange ratio 0.14625x. Updated 2026 estimates included—K‑C standalone: Revenue $16,988M and Adjusted EBITDA $3,705M; Kenvue standalone: Revenue $15,448M and Adjusted EBITDA $3,565M.
• Supplemental disclosures add governance and diligence details: June 30, 2025 strategic‑review committee formation; Aug 16, 2025 mutual NDA with customary standstill provisions; Sept 9, 2025 engagement of Gibson Dunn re: product liability due diligence; updated advisor fee and valuation tables from Centerview and Goldman Sachs.

Why It Matters
The supplements aim to address alleged disclosure gaps that plaintiffs say could delay or block the stockholder votes needed to close the merger. For investors, the filing (and the attached updated projections/valuation metrics) provides more detail for evaluating the fairness and financial rationale of the deal, while the pending lawsuits create execution risk: they may prompt corrective disclosures, delay the scheduled Jan 29, 2026 special meetings, or increase transaction costs. K‑C’s explicit, voluntary supplement and continued board recommendation are intended to reduce that risk but do not eliminate the legal or timing uncertainty disclosed in the filing.