Kenvue LLC, as successor in interest to Kenvue Inc., filed Post-Effective Amendment No. 1 to two Form S-8 Registration Statements on November 2, 2026, to deregister all unsold securities previously registered under the Kenvue Inc. Long-Term Incentive Plan following the completion of Kimberly-Clark Corporation's acquisition of Kenvue.

Key Highlights

  • Merger 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 initially surviving as a Kimberly-Clark subsidiary, then immediately merging into Vesta Sub II, LLC, which was renamed "Kenvue LLC."
  • Registration Statement No. 333-271735: Originally filed May 8, 2023, covering 188,897,256 shares of Kenvue common stock, par value $0.01 per share, under the Kenvue Inc. Long-Term Incentive Plan.
  • Registration Statement No. 333-274377: Originally filed September 6, 2023, covering an additional 69,438,910 shares under the same plan.
  • All unsold securities deregistered: Kenvue LLC removed from registration any and all securities registered but unsold under both Registration Statements as of November 2, 2026.
  • Effectiveness terminated: Both Registration Statements have been amended to reflect deregistration, and their effectiveness has been terminated.

Kenvue LTIP Registration Statements Terminated Following Kimberly-Clark Acquisition

According to the filing, Kimberly-Clark Corporation completed its previously announced acquisition of Kenvue Inc. on November 2, 2026, under the terms of an Agreement and Plan of Merger dated November 2, 2025. The transaction involved two sequential mergers: first, Vesta Sub I, Inc., a direct wholly owned subsidiary of Kimberly-Clark, merged with and into Kenvue, leaving Kenvue as the surviving entity and a direct wholly owned subsidiary of Kimberly-Clark. Immediately thereafter, Kenvue merged with and into Vesta Sub II, LLC, another direct wholly owned subsidiary of Kimberly-Clark, which survived the second merger and was renamed "Kenvue LLC."

As a result of the completed mergers, the filing states that Kenvue terminated any and all offerings of its securities pursuant to existing registration statements, including the two Form S-8 Registration Statements at issue. Registration Statement No. 333-271735, filed May 8, 2023, had registered 188,897,256 shares of Kenvue common stock under the Kenvue Inc. Long-Term Incentive Plan. Registration Statement No. 333-274377, filed September 6, 2023, registered an additional 69,438,910 shares under the same plan.

The filing discloses that, in accordance with an undertaking made by Kenvue in the original Registration Statements to remove unsold securities by post-effective amendment upon termination of offerings, Kenvue LLC, as successor in interest, removed from registration all securities registered but unsold under both Registration Statements as of the filing date. The Post-Effective Amendments were signed by Jeffrey S. McFall, Assistant Secretary of Kenvue LLC, in Dallas, Texas, on November 2, 2026. The agent for service of process listed is Suzana Blades, Senior Vice President and General Counsel of Kimberly-Clark Corporation.

What Was Disclosed

Kenvue LLC filed Post-Effective Amendments to two Form S-8 Registration Statements on November 2, 2026, deregistering all unsold shares previously registered under the Kenvue Inc. Long-Term Incentive Plan following the closing of Kimberly-Clark's acquisition of Kenvue.