8-K Impact 7/10 M&A / Corporate Action

$KVUE · Kenvue Inc.

November 4, 2026 · AI-analyzed SEC filing · Verify material figures against the official SEC.gov filing

Kenvue LLC (successor to Kenvue Inc.) reported that Kimberly-Clark completed exchange offers and consent solicitations on November 4, 2026, retiring most of Kenvue's outstanding senior notes. Roughly $6.38B of the seven note series was tendered and canceled, leaving about $624M outstanding. The Third Supplemental Indenture eliminated substantially all restrictive covenants, most default events, the SEC reporting covenant, and merger/asset-transfer restrictions. Separately, the NYSE filed Form 25-NSE on November 2, 2026, delisting the common stock effective November 12, 2026.

  • Kimberly-Clark exchanged up to $7.0B aggregate principal of new notes plus cash for Kenvue notes.
  • About $6.38B of Kenvue notes were tendered and canceled; roughly $624M remain outstanding.
  • The Third Supplemental Indenture removed restrictive covenants, most default events, and the SEC reporting covenant.
  • NYSE filed Form 25-NSE on November 2, 2026, delisting KVUE common stock on November 12, 2026.
  • Kenvue LLC is the successor in interest to Kenvue Inc.

Markets closed — no regular-session reaction yet; extended-hours move not captured here.

The filing confirms the final steps of Kimberly-Clark's takeover of Kenvue, including debt retirement and NYSE delisting.

The exchange and delisting reflect Kimberly-Clark's acquisition of Kenvue, consolidating the consumer-health business into the acquirer's capital structure.

Removal of restrictive covenants and default protections leaves remaining Kenvue noteholders with reduced safeguards; delisting reduces liquidity and exchange oversight for common shareholders.

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