Kenvue Inc. 8-K

What Happened
Kenvue filed an 8‑K (Item 8.01) on January 16, 2026, voluntarily supplementing the joint proxy statement/prospectus for its proposed merger with Kimberly‑Clark (K‑C). The supplement adds detailed disclosures about the strategic review process, advisor engagements, valuation analyses, and updated financial projections after multiple stockholder complaints and demand letters alleged disclosure omissions. The Merger Agreement dates to November 2, 2025; K‑C’s S‑4 was filed December 4, 2025 and declared effective December 16, 2025; special meetings of Kenvue and K‑C stockholders are scheduled for January 29, 2026. Several lawsuits have been filed seeking corrective disclosures or to enjoin the votes: Wisconsin (Steinbrecher, filed Dec. 8, 2025), New Jersey (Bass, filed Jan. 1, 2026), two in New York (Jones Jan. 7; Kent Jan. 8, 2026), and a Delaware Chancery suit on behalf of K‑C shareholders (Reese, filed Dec. 29, 2025). Kenvue says the board still unanimously recommends voting “FOR” the merger, the advisory compensation proposal and the adjournment proposal.

Key Details

• Merger timeline and filings: Merger Agreement (Nov 2, 2025); Registration Statement (S‑4) filed Dec 4, 2025 and declared effective Dec 16, 2025; stockholder meetings set for Jan 29, 2026.
• Litigation/demand letters: Multiple stockholder complaints and demand letters (Wisconsin, New Jersey, New York; plus a K‑C Delaware Chancery suit) allege material omissions in the proxy/prospectus and seek injunctive relief and fees.
• Financial/projection updates included in supplement: Kenvue 2026E revenue $15,448M and Adjusted EBITDA $3,565M; K‑C 2026E revenue $16,988M and Adjusted EBITDA $3,705M. Kenvue implied enterprise value cited ~$36B; K‑C ~$41B. Kenvue net debt reported at ~$7,902M; Goldman Sachs pro‑forma net debt ~ $15,994M.
• Advisor disclosures and fees: J.P. Morgan disclosed prior fees (≈ $24.0M from Kenvue, ≈ $11.0M from K‑C) and potential financing fees (estimated ≈ $23.4M); Centerview and Goldman Sachs valuation analyses and ranges were added/updated.

Why It Matters
For investors, the 8‑K supplement signals Kenvue’s effort to address alleged disclosure gaps and reduce the risk that litigation will delay or block the merger vote. The filing provides updated financial projections, advisor analyses and items (debt, EBITDA, enterprise value, advisor fees) that are material to valuation and vote decisions. However, the lawsuits seek injunctive relief and corrective disclosures — if courts grant relief or additional suits are filed, the January 29, 2026 votes and the timing of the merger could be affected. The Kenvue board continues to recommend voting in favor of the transaction; retail investors should review the supplemented joint proxy/prospectus and monitor any court developments before voting.