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Kenvue logoKenvue KVUE

Kenvue entered into an Agreement and Plan of Merger on November 2, 2025 with Kimberly-Clark Corporation and its subsidiaries Vesta Sub I, Inc. and Vesta Sub II, LLC, and the boards of directors of both companies unanimously approved it.

8-KEntry into a Material Definitive AgreementFiled Period of report Summary published (UTC)

Key points

AI summary
  1. Kenvue entered into an Agreement and Plan of Merger on November 2, 2025 with Kimberly-Clark Corporation and its subsidiaries Vesta Sub I, Inc. and Vesta Sub II, LLC, and the boards of directors of both companies unanimously approved it.

  2. The company said completion of the merger requires approval by stockholders of both companies and expiration of the Hart-Scott-Rodino waiting period, among other conditions. The agreement provides for a termination fee of $1,136,000,000 under certain specified circumstances.

  3. Kenvue appointed Kirk L. Perry as Chief Executive Officer on a permanent basis on November 2, 2025, with an annualized base salary of $1,350,000. Beginning in 2026, he is eligible for an annual bonus with a target value equal to 175% of his base salary.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call. Some paragraphs were omitted because their support in the source could not be confirmed.

Merger Agreement with Kimberly-Clark

Kenvue entered into an Agreement and Plan of Merger on November 2, 2025 with Kimberly-Clark Corporation and its subsidiaries Vesta Sub I, Inc. and Vesta Sub II, LLC, and the boards of directors of both companies unanimously approved it.

Source · Based on the filing body and exhibits

Merger Closing Conditions and Termination Fee

The company said completion of the merger requires approval by stockholders of both companies and expiration of the Hart-Scott-Rodino waiting period, among other conditions. The agreement provides for a termination fee of $1,136,000,000 under certain specified circumstances.

Source · Based on the filing body and exhibits

Kirk L. Perry Appointed Permanent Chief Executive Officer

Kenvue appointed Kirk L. Perry as Chief Executive Officer on a permanent basis on November 2, 2025, with an annualized base salary of $1,350,000. Beginning in 2026, he is eligible for an annual bonus with a target value equal to 175% of his base salary.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.