Kimberly-Clark Corporation filed an 8-K press release on October 27, 2026, announcing the extension of its exchange offers for Kenvue Inc. senior notes, moving the expiration date from 5:00 p.m. New York City time on October 27, 2026, to 5:00 p.m. New York City time on November 2, 2026.

Key Highlights

  • Extended deadline: The expiration date for the exchange offers was moved to 5:00 p.m., New York City time, on November 2, 2026.
  • Maximum exchange size: The offers cover up to $7,000,000,000 aggregate principal amount of new Kimberly-Clark notes to be issued in exchange for Kenvue notes.
  • Highest tender rate: As of 5:00 p.m. on October 27, 2026, the 5.050% Senior Notes due 2053 had the highest tender rate at 98.54%, with $1,478,069,000 tendered out of $1,500,000,000 outstanding.
  • Lowest tender rate: The 5.050% Senior Notes due 2028 had the lowest participation at 73.93%, with $739,298,000 tendered out of $1,000,000,000 outstanding.
  • Consents received: On the early participation date of October 9, 2026, requisite consents were received to adopt amendments to the indenture governing the Kenvue notes, and a supplemental indenture was executed.
  • Acquisition condition: The exchange offers are conditioned upon the consummation of Kimberly-Clark's previously announced pending acquisition of Kenvue, a condition that "may not be waived by Kimberly-Clark," according to the filing.

Kimberly-Clark Exchange Offer Tender Levels and Extension Details

Kimberly-Clark (NASDAQ:KMB) announced on October 27, 2026, that it was extending the expiration date of its exchange offers for seven series of Kenvue Inc. (NYSE:KVUE) senior notes. According to the filing, the new expiration deadline is 5:00 p.m., New York City time, on November 2, 2026. The company stated that all other terms of the exchange offers remain unchanged except as described in the press release.

The filing reported tender levels across all seven note series as of 5:00 p.m. on October 27, 2026. The 5.200% Senior Notes due 2063 saw $726,335,000 tendered out of $750,000,000 outstanding, representing 96.84%. The 5.100% Senior Notes due 2043 had $728,377,000 tendered of $750,000,000 outstanding, or 97.12%. The 4.850% Senior Notes due 2032 reached 93.69% participation with $702,706,000 tendered of $750,000,000 outstanding. The 4.900% Senior Notes due 2033 saw $1,152,617,000 of $1,250,000,000 tendered, or 92.21%. The 5.000% Senior Notes due 2030 had $846,524,000 of $1,000,000,000 tendered, or 84.65%.

The filing also disclosed that the confidential offering memorandum and consent solicitation statement, originally dated September 28, 2026, was amended to incorporate by reference Kenvue's unaudited consolidated financial statements for the three and nine months ended September 27, 2026 and September 28, 2025, to be included in Kenvue's Quarterly Report on Form 10-Q. The filing noted that the Kimberly-Clark notes have not been registered under the U.S. Securities Act of 1933 and may be offered only to "qualified institutional buyers" under Rule 144A or outside the United States to non-U.S. persons under Regulation S. The settlement date is expected to occur "promptly after the Expiration Date," according to the filing.

What Was Disclosed

Kimberly-Clark disclosed the extension of its Kenvue note exchange offer deadline to November 2, 2026, reported tender amounts and percentages for all seven note series as of October 27, 2026, and confirmed that indenture amendment consents were received on October 9, 2026.