Kenvue Inc. has completed a merger with Kimberly-Clark Corporation, resulting in Kenvue becoming a wholly owned subsidiary of Kimberly-Clark. The transaction, which closed on November 2, 2026, involved two steps: first, Kenvue merged with First Merger Sub, and second, the resulting entity merged with Second Merger Sub. Following these mergers, the Final Surviving Company became a direct wholly owned subsidiary of Kimberly-Clark.
Under the terms of the Agreement and Plan of Merger, each share of Kenvue common stock was converted into the right to receive 0.14625 shares of Kimberly-Clark common stock and $3.50 in cash. The transaction was funded by Kimberly-Clark using cash on hand, debt financing, and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional business.
Concurrently with the merger, Kenvue terminated its credit facility with JPMorgan Chase Bank, N.A., which had a total principal amount of $4.0 billion. Kenvue also terminated its Long-Term Incentive Plan and Deferred Fee Plan for Directors. All outstanding equity awards, including stock options and restricted stock units, were converted into equivalent awards of Kimberly-Clark, with performance stock units converted into time-vesting restricted stock units.
As a result of the merger, all directors of Kenvue resigned, and the company notified the New York Stock Exchange that it intends to delist its common stock. Kenvue requested that the NYSE suspend trading of its shares and file a Form 25 to delist the stock. Following the delisting, the Final Surviving Company intends to file a Form 15 to terminate its registration under the Securities Exchange Act.
