Kenvue LLC, as successor in interest to Kenvue Inc., filed a Post-Effective Amendment No. 1 to Registration Statement No. 333-274376 on November 2, 2026, to remove from registration all debt securities registered but unsold under that statement following the completion of Kimberly-Clark Corporation's acquisition of Kenvue.

Key Highlights

  • Acquisition completed: Kimberly-Clark Corporation completed its acquisition of Kenvue on November 2, 2026, pursuant to an Agreement and Plan of Merger dated November 2, 2025.
  • Two-step merger structure: First Merger Sub merged with and into Kenvue, with Kenvue surviving as a wholly owned subsidiary of Kimberly-Clark, then immediately merged with and into Vesta Sub II, LLC, which was renamed "Kenvue LLC."
  • Registration terminated: Kenvue terminated any and all offerings of its securities under existing registration statements, including Registration Statement No. 333-274376, originally filed September 6, 2023.
  • Deregistration of unsold securities: All securities registered but unsold under the Registration Statement as of November 2, 2026, are hereby removed from registration.
  • Signed by: Jeffrey S. McFall, Assistant Secretary of Kenvue LLC, in Dallas, Texas, on November 2, 2026.

Kimberly-Clark Closes Kenvue Acquisition, Triggering Debt Registration Termination

According to the filing, Kimberly-Clark Corporation completed its previously announced acquisition of Kenvue Inc. on November 2, 2026. The transaction was carried out under an Agreement and Plan of Merger dated November 2, 2025, involving Kenvue, Kimberly-Clark, Vesta Sub I, Inc. (a direct wholly owned subsidiary of Kimberly-Clark serving as the first merger subsidiary), and Vesta Sub II, LLC (a direct wholly owned subsidiary of Kimberly-Clark serving as the second merger subsidiary).

The filing describes a two-step merger process. In the first step, Vesta Sub I, Inc. merged with and into Kenvue, with Kenvue surviving as a direct wholly owned subsidiary of Kimberly-Clark, referred to in the filing as the "Initial Surviving Company." Immediately following that step, and as part of the same overall transaction, the Initial Surviving Company merged with and into Vesta Sub II, LLC. The surviving entity was then renamed "Kenvue LLC" and continues as a direct wholly owned subsidiary of Kimberly-Clark.

As a result of the completed mergers, the filing states that Kenvue has "terminated any and all offerings of its securities pursuant to existing registration statements," including Registration Statement No. 333-274376. That registration statement had originally been filed with the SEC on September 6, 2023, and related to certain debt securities of Kenvue. Consistent with an undertaking made by Kenvue in the original registration statement, Kenvue LLC, as successor in interest, filed this Post-Effective Amendment to remove from registration all securities registered but unsold under that statement and to terminate the registration statement's effectiveness.

What Was Disclosed

Kenvue LLC filed a Post-Effective Amendment to deregister unsold debt securities under Registration Statement No. 333-274376 following the November 2, 2026, closing of Kimberly-Clark's acquisition of Kenvue and the resulting termination of all Kenvue securities offerings.