Every material Form 8-K Kimberly-Clark has filed with the SEC since January 28, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Kimberly-Clark Corporation reported third quarter 2026 net sales of $4.1 billion, down 0.4 percent year-over-year, alongside a 1.3 percent decline in organic sales driven by headwinds in China and North American inventory movements. Diluted earnings per share from continuing operations were $1.19, while adjusted EPS rose 17.2 percent to $1.70. Additionally, the company completed its Kenvue acquisition and the International Family Care and Professional transaction.
Delivered third quarter net sales of $4.1 billion, representing a 0.4 percent decrease compared to the prior year.
Reported third quarter diluted EPS from continuing operations of $1.19, and adjusted EPS of $1.70.
Completed the Kenvue transaction and the International Family Care and Professional transaction during the quarter.
On November 4, 2026, Kimberly-Clark settled exchange offers under which holders of Kenvue notes, assumed after its merger with Kenvue, exchanged them for new Kimberly-Clark notes with the same rates and maturities. The amendments removed substantially all restrictive covenants from the Kenvue notes still outstanding, so the financing terms for shareholders change mainly through the new Kimberly-Clark debt and the reduced protections for remaining Kenvue noteholders.
Settlement date was November 4, 2026; exchange offers expired November 2, 2026
Kimberly-Clark issued seven series of notes, with accepted principal ranging from $702,706,000 (4.850% notes due 2032) to $1,478,073,000 (5.050% notes due 2053)
Early participants received $970 principal of new notes, a $30 premium and $1.00 cash per $1,000 Kenvue notes tendered
Kimberly-Clark notes are general, unsecured senior obligations ranking equally with its existing unsecured senior debt
Kimberly-Clark has completed its previously announced acquisition of Kenvue, uniting portfolios that include 10 billion-dollar brands and expanding its global footprint. In connection with the transaction, the board approved an integration program expected to result in cumulative pre-tax charges of approximately $3.1 billion and appointed three former Kenvue directors to the board.
Kenvue shareholders received $3.50 in cash and 0.14625 shares of Kimberly-Clark common stock per share, with Kimberly-Clark delivering approximately 281,060,840 shares in the aggregate.
The Kenvue Integration Program is expected to incur cumulative pre-tax charges of approximately $3.1 billion and capital expenditures of approximately $1.4 billion through December 31, 2029.
Richard E. Allison, Jr., Larry J. Merlo, and Kirk L. Perry joined the board of directors, replacing Mae C. Jemison, Christa S. Quarles, and Jaime Ramirez.
Named executive officers received one-time, premium-priced nonqualified stock option grants effective December 1, 2026, including $6,600,000 for CEO Michael Hsu.
Kimberly-Clark completed a $4.9 billion private offering of five tranches of senior unsecured notes due 2028 through 2036. The company says it will use the proceeds, with cash on hand and commercial paper borrowings, to pay the cash consideration for its proposed acquisition of Kenvue and related fees. If the Kenvue acquisition is not completed by the outside date, or the company says it will not pursue it, the notes must be redeemed at 101% of principal plus accrued interest.
Five tranches total $4.9 billion: $750 million due 2028 at 5.100%, $1.0 billion due 2029 at 5.300%, $1.25 billion due 2031 at 5.450%, $750 million due 2034 at 5.650%, and $1.15 billion due 2036 at 5.800%.
The remaining $3.9 billion of JPMorgan Chase bridge loan commitments, of the original $7.7 billion, was terminated on October 29, 2026, after the note sale closed.
Special mandatory redemption at 101% applies if the Kenvue acquisition is not completed within five business days after the later of May 31, 2027 or any later agreed outside date.
Kimberly-Clark extended the expiration date of its offers to exchange up to $7.0 billion of Kenvue notes for new Kimberly-Clark notes, from October 27 to November 2, 2026. The exchange offers are conditioned on completing its pending acquisition of Kenvue, which the company cannot waive, so the extension keeps the financing step tied to that deal on schedule.
Expiration date moved from 5:00 p.m. New York time on October 27, 2026 to 5:00 p.m. on November 2, 2026, and may be extended further.
Tendered amounts as of October 27, 2026 ranged from 73.93% to 98.54% of outstanding principal across seven note series.
Amendments to the Kenvue indenture were approved on October 9, 2026 and take effect only when the exchange offers settle.
The offers are conditioned on completion of the Kenvue acquisition, a condition Kimberly-Clark may not waive.
Kimberly-Clark priced a $4.9 billion private offering of senior unsecured notes in five tranches, with closing expected on October 29, 2026. The proceeds, along with cash on hand and commercial paper borrowings, are intended to fund the cash consideration for its proposed acquisition of Kenvue, which is expected to close in the fourth quarter of 2026. If the acquisition does not close by the outside date, the notes must be redeemed at 101% of principal plus accrued interest.
Five tranches total $4.9 billion, with coupons from 5.100% (2028 notes) to 5.800% (2036 notes)
Largest tranche is $1.25 billion of 5.450% notes due 2031; smallest are $750 million each of 2028 and 2034 notes
Offering is not conditioned on the Kenvue acquisition, but a special mandatory redemption at 101% applies if the deal is not completed by five business days after the later of May 31, 2027 or an agreed later outside date
Closing of the offering is expected on or about October 29, 2026, subject to customary conditions
Kimberly-Clark estimated preliminary results for the quarter ended September 30, 2026, with net sales of $4,134 million, down from $4,150 million a year earlier, and organic sales growth of negative 1.3%. Adjusted earnings per share attributable to Kimberly-Clark fell to $1.70 from $1.82, while reported diluted EPS rose to $5.37, helped by a $4.33 per share IFP transaction gain. The company said its 2026 outlook remains consistent with previous expectations, and final third-quarter results are due November 5, 2026.
Net sales were $4,134 million versus $4,150 million in the prior-year quarter; organic sales growth was negative 1.3% compared with 2.5%.
Adjusted earnings per share attributable to Kimberly-Clark were $1.70 versus $1.82; reported diluted EPS was $5.37 versus $1.34, including a $4.33 per share IFP transaction gain.
Adjusted operating profit was $677 million versus $683 million, and the company cited $106 million of Kenvue Acquisition costs in its operating profit adjustments.
The 2026 outlook was reaffirmed, and final third-quarter results will be released on November 5, 2026.
Kimberly-Clark said its President and Chief Operating Officer, Russell Torres, notified the company on September 29, 2026 that he will leave effective November 2, 2026, to pursue other opportunities. The filing does not name a successor or describe any transition arrangements, so shareholders will have to wait for further disclosure on who will take over his operating responsibilities.
Russell Torres, President and Chief Operating Officer, notified the company on September 29, 2026
Kimberly-Clark reported second quarter 2026 net sales of $4.2 billion, up 0.6 percent, and diluted EPS attributable to Kimberly-Clark of $1.04, down from $1.53 a year earlier. Adjusted EPS attributable to Kimberly-Clark rose 10.4 percent to $2.12, but the company also updated its 2026 outlook, now expecting a low single digit decline in that adjusted measure on a constant-currency basis.
Q2 net sales $4.2 billion, up 0.6 percent; organic sales growth broadly in line with the prior year
Diluted EPS attributable to Kimberly-Clark $1.04 vs $1.53; adjusted EPS $2.12, up 10.4 percent
China social media disruption cut diaper sales and reduced Q2 organic growth by about 50 basis points
2026 outlook: adjusted EPS attributable to Kimberly-Clark expected to see a low single digit decline on a constant-currency basis
Kimberly-Clark said Vice President and Controller Andrew Scribner notified the company on May 1, 2026, that he will leave effective May 22, 2026, to pursue other opportunities. Chief Financial Officer Nelson Urdaneta will also serve as principal accounting officer on an interim basis, in addition to his current duties, starting when Scribner departs.
Andrew Scribner, Vice President and Controller, departs effective May 22, 2026
Notice given to the company on May 1, 2026; he is leaving to pursue other opportunities
Nelson Urdaneta, Senior Vice President and CFO, takes on interim principal accounting officer role
Kimberly-Clark reported first quarter 2026 results for the period ended March 31, 2026, with net sales of $4.2 billion, up 2.7%, and reported diluted EPS from continuing operations of $1.70 versus $1.39 a year earlier. Adjusted EPS from continuing operations fell 1.2% to $1.60, mainly due to a higher adjusted effective tax rate, and the company reaffirmed its 2026 outlook, which it says reflects assumptions subject to change in the macro environment.
Net sales were $4.2 billion, up 2.7%, with organic sales growth of 2.5%.
Adjusted EPS from continuing operations was $1.60, down 1.2%; reported diluted EPS from continuing operations was $1.70 versus $1.39.
Operating profit was $753 million, including a $120 million benefit from insurance claim settlements; adjusted operating profit rose 3.7% to $732 million.
The company reaffirmed its 2026 outlook and expects adjusted EPS from continuing operations to grow at a double-digit rate on a constant-currency basis.
Kimberly-Clark reported fourth-quarter and full-year 2025 results with net sales of $4.1 billion (down 0.6%) for the quarter and $16.4 billion (down 2.1%) for the year. Quarterly profit rose, with adjusted EPS up 24.0%, while full-year diluted GAAP EPS fell to $6.07 from $7.55 after $1.46 per share of charges. The company guided 2026 adjusted EPS from continuing operations to double-digit growth on a constant-currency basis, and said its pending Kenvue acquisition is a key next step.
Q4 2025 diluted EPS was $1.50 versus $1.34 a year earlier; adjusted EPS was $1.86, up 24.0%.
Full-year 2025 diluted EPS was $6.07 versus $7.55; adjusted EPS was $7.53 versus $7.30, up 3.2%.
Full-year 2025 operating profit was $2.4 billion versus $2.7 billion, including net charges of $380 million.
2026 outlook: adjusted EPS from continuing operations expected to grow double digits on a constant-currency basis; adjusted EPS attributable to Kimberly-Clark expected flat.
Kimberly-Clark disclosed that Zackery Hicks, its Chief Digital and Technology Officer, will depart the company effective March 31, 2026, to pursue other opportunities. He will receive compensation and benefits under the company's Severance Pay Plan, and the filing gives no successor name.
Zackery Hicks, Chief Digital and Technology Officer, will leave effective March 31, 2026
Departure was announced November 6, 2025, to pursue other opportunities
Hicks will receive compensation and benefits consistent with the Severance Pay Plan
Filing does not name a replacement or state financial terms beyond the severance plan reference
Kimberly-Clark agreed to acquire Kenvue in a deal that values Kenvue at an enterprise value of approximately $48.7 billion. Kenvue shareholders would receive $3.50 in cash and 0.14625 Kimberly-Clark shares per Kenvue share, or $21.01 per share based on the October 31, 2025 closing price. Upon closing, Kimberly-Clark shareholders are expected to own about 54% of the combined company, and the transaction is expected to close in the second half of 2026 subject to shareholder, regulatory and other approvals.
Kenvue shareholders receive $3.50 in cash plus 0.14625 Kimberly-Clark shares per share, a total of $21.01 per share based on the October 31, 2025 closing price
Current Kimberly-Clark shareholders are expected to own about 54% of the combined company; Kenvue shareholders about 46%
Companies expect $2.1 billion in run-rate synergies, net of reinvestment, and the cash component will be funded partly by new debt and the sale of a 51% interest in the IFP business
Expected closing in the second half of 2026; the outside date is November 2, 2026, with a possible extension to May 3, 2027
Kimberly-Clark reported third quarter 2025 net sales of $4.2 billion, flat year over year, with organic sales up 2.5 percent. Reported diluted EPS fell to $1.34 from $2.69, while adjusted EPS of $1.82 was broadly in line with the prior year, and the company updated its full-year 2025 outlook.
Q3 net sales of $4.15 billion, up 0.1 percent, with organic sales up 2.5 percent and divestitures and business exits reducing sales by about 2.2 percent
Reported diluted EPS of $1.34 versus $2.69 a year earlier; adjusted EPS of $1.82, broadly in line with the prior year
Q3 operating profit of $621 million versus $1.03 billion; adjusted operating profit of $683 million, in line with the prior year
2025 outlook: adjusted EPS expected to grow at a low-to-mid single digit rate on a constant-currency basis; adjusted free cash flow expected to be about $2 billion
Kimberly-Clark reported second quarter 2025 results, with net sales of $4.2 billion down 1.6% from a year earlier and adjusted diluted EPS of $1.92, down 2.0%. The company also raised its 2025 outlook, although the filing's outlook figures are framed as growth ranges and reflect the divestiture of its PPE business and exit of its US private label diaper business.
Q2 net sales were $4.2 billion, down 1.6%, while organic sales rose 3.9% on 5.0% volume growth.
Diluted EPS was $1.53 versus $1.61 a year earlier; adjusted EPS was $1.92, down 2.0%.
The 2025 outlook was raised; adjusted free cash flow is expected to be about $2 billion in 2025.
Kimberly-Clark said it will voluntarily transfer the principal listing of its common stock from the New York Stock Exchange to Nasdaq. NYSE trading ends at market close on May 29, 2025, and Nasdaq trading begins at market open on May 30, 2025, under the same symbol, KMB. The Board also amended the company's By-Laws, effective when Nasdaq trading starts, to remove committee details that referenced NYSE rules.
NYSE trading of the common stock is expected to end at market close on May 29, 2025.
Nasdaq trading is expected to begin at market open on May 30, 2025, under the symbol KMB.
By-Laws amended effective upon the start of Nasdaq trading, removing committee details and NYSE references.
The company issued a news release on May 19, 2025 announcing the transfer.
Kimberly-Clark's board elected Russell Torres, previously President of North America, as President and Chief Operating Officer effective May 1, 2025, giving him day-to-day responsibility for the business segments plus global growth, innovation, digital, technology and supply chain functions. Kurt Laufer will serve as Interim President, North America while the company searches for a permanent successor, and Jeffrey Melucci was also named Chief Strategy, Business Development and Administrative Officer.
Russ Torres appointed President and COO effective May 1, 2025; he reports to Chairman and CEO Mike Hsu
Torres base salary set at $975,000 per year, with a target bonus of 125% of base salary
Kurt Laufer named Interim President, North America while a permanent successor is sought
Jeffrey Melucci elected Chief Strategy, Business Development and Administrative Officer on May 1, 2025
Kimberly-Clark reported first quarter 2025 net sales of $4.8 billion, down 6.0 percent, and diluted EPS of $1.70 versus $1.91 a year earlier, with adjusted EPS of $1.93, down 4.0 percent. The company lowered its 2025 outlook, now expecting adjusted operating profit to be flat to positive on a constant-currency basis, down from high single-digit growth, citing higher global supply chain costs.
Net sales $4.8 billion, down 6.0 percent; organic sales down 1.6 percent
Diluted EPS $1.70 vs. $1.91 prior year; adjusted EPS $1.93, down 4.0 percent
2025 adjusted operating profit now flat to positive on constant-currency basis, versus prior expectation of high single-digit growth
2025 adjusted free cash flow now approximately $2 billion, versus previously more than $2 billion
Kimberly-Clark said Andrew Scribner, currently Chief Financial Officer of Kimberly-Clark North America, will become Vice President and Controller on June 1, 2025. The current Controller, Andrew S. Drexler, will move to a transitional role and retire on June 6, 2025. The filing says Scribner's compensation has not yet been determined and will be disclosed in a future amendment.
Andrew Scribner, 46, to be elected Vice President and Controller effective June 1, 2025
Andrew S. Drexler moves to a transitional role on June 1 and begins retirement on June 6, 2025
Scribner has been CFO of Kimberly-Clark North America since January 2023
Compensation for the Controller role has not yet been determined
Kimberly-Clark reported fourth-quarter 2024 net sales of $4.9 billion, down 0.8% from a year earlier, and diluted EPS of $1.34 versus $1.50, with adjusted EPS down 0.7% to $1.50. For full-year 2024, net sales fell 1.8% to $20.1 billion, but diluted EPS rose to $7.55 from $5.21 and adjusted EPS rose 11.1% to $7.30. The company expects 2025 adjusted operating profit and adjusted EPS to grow at high single-digit and mid-to-high single-digit rates on a constant-currency basis, with currency translation a headwind.
Q4 2024 net sales were $4.9 billion, down 0.8%, with organic sales up 2.3%
Q4 2024 operating profit was $548 million versus $670 million a year earlier, including $136 million of transformation and other charges
Full-year 2024 diluted EPS was $7.55 versus $5.21; adjusted EPS was $7.30 versus $6.57
2025 outlook: currency translation expected to reduce EPS by approximately 350-400 basis points
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