Form 8-K

8-K — KIMBERLY CLARK CORP

Accession: 0001104659-26-119289

Filed: 2026-10-28

Period: 2026-10-27

CIK: 0000055785

SIC: 2670 (CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2628370d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2628370d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2628370d1_8k.htm · Sequence: 1

false

0000055785

KIMBERLY CLARK CORP

0000055785

2026-10-27

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date

of earliest event reported): October 27, 2026

KIMBERLY-CLARK CORPORATION

(Exact name of registrant

as specified in its charter)

Delaware

1-225

39-0394230

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification

No.)

P.O.

Box 619100

Dallas, Texas 75261-9100

(Address of Principal Executive Offices) (Zip Code)

(972)

281-1200

(Registrant’s telephone number, including area code)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $1.25 Par Value

KMB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging

growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period

for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

Exchange Offers

On October 27, 2026, Kimberly-Clark Corporation, a Delaware corporation

(“Kimberly-Clark”), announced that it has extended the expiration date of its previously announced offers to exchange (each,

an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding notes (the “Kenvue

Notes”) issued by Kenvue Inc., a Delaware corporation (“Kenvue”), for up to $7.0 billion aggregate principal amount

of new notes issued by Kimberly-Clark.

Kimberly-Clark extended such 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 (as the same may be further extended, the “Expiration

Date”).

The Exchange Offers are being made solely pursuant to the conditions

set forth in the confidential offering memorandum and consent solicitation statement dated September 28, 2026 (as amended from time to

time) in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended. The Exchange Offers

are conditioned, among other things, upon the consummation of Kimberly-Clark’s previously announced pending acquisition of Kenvue

(the “Acquisition”).

On the early participation date of October 9, 2026, requisite consents

were received to adopt certain amendments (the “Amendments”) to the indenture governing the Kenvue Notes (the “Kenvue

Indenture”) and a supplemental indenture to the Kenvue Indenture containing the Amendments was executed. The Amendments will become

operative only upon settlement of the Exchange Offers. The settlement date for the Exchange Offers is expected to occur promptly after

the Expiration Date.

A copy of the press release issued by Kimberly-Clark is attached as

Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release issued by Kimberly-Clark Corporation on October 27, 2026.

104

The cover page from Kimberly-Clark Corporation’s Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KIMBERLY-CLARK CORPORATION

Date: October 27, 2026

By:

/s/ Nelson Urdaneta

Name:

Nelson Urdaneta

Title:

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2628370d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Kimberly-Clark Corporation Announces Extension

of the Expiration Date for Exchange Offers for Kenvue Notes

DALLAS, October 27, 2026 – Kimberly-Clark

Corporation (NASDAQ: KMB) (“Kimberly-Clark”) announced today the extension of the expiration date of the offers to

exchange (each an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding

notes (the “Kenvue Notes”) issued by Kenvue Inc. (NYSE: KVUE) (“Kenvue”) for up to $7,000,000,000

aggregate principal amount of new notes to be issued by Kimberly-Clark (the “Kimberly-Clark Notes”). Kimberly-Clark

hereby extends such 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 (as the same may be further extended, the “Expiration Date”).

Except as described in this press release, all other terms of the Exchange

Offers remain unchanged.

As of 5:00 p.m., New York City time, on October 27, 2026, the principal

amounts of Kenvue Notes set forth in the table below had been validly tendered and not validly withdrawn:

Title of Series of Kenvue Notes

CUSIP/ISIN No. of

Kenvue Notes(1)

Principal

Amount

Outstanding

Principal

Amount

Tendered

as of 5:00 p.m.,

New York

City time,

on October 27,

2026

Percentage of

Outstanding

Principal

Amount

Tendered

5.050% Senior Notes due 2028

49177JAF9 / US49177JAF93

$ 1,000,000,000

$ 739,298,000

73.93 %

5.000% Senior Notes due 2030

49177JAH5 / US49177JAH59

$ 1,000,000,000

$ 846,524,000

84.65 %

4.850% Senior Notes due 2032

49177JAS1 / US49177JAS15

$ 750,000,000

$ 702,706,000

93.69 %

4.900% Senior Notes due 2033

49177JAK8 / US49177JAK88

$ 1,250,000,000

$ 1,152,617,000

92.21 %

5.100% Senior Notes due 2043

49177JAM4 / US49177JAM45

$ 750,000,000

$ 728,377,000

97.12 %

5.050% Senior Notes due 2053

49177JAP7 / US49177JAP75

$ 1,500,000,000

$ 1,478,069,000

98.54 %

5.200% Senior Notes due 2063

49177JAR3 / US49177JAR32

$ 750,000,000

$ 726,335,000

96.84 %

(1) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Kenvue

Notes. Such CUSIP numbers are provided solely for the convenience of the holders of Kenvue Notes.

In addition, the confidential offering memorandum and consent solicitation

statement dated September 28, 2026 (as amended from time to time, including by this press release, the “Offering Memorandum”) is

hereby amended to incorporate by reference Kenvue’s unaudited consolidated financial statements and related notes for the three

and nine months ended September 27, 2026 and September 28, 2025 that will be included in Kenvue's Quarterly Report on Form 10-Q to be

filed with the U.S. Securities and Exchange Commission (“SEC”). The Exchange Offers are being made pursuant to the

terms and subject to the conditions set forth in the Offering Memorandum, and are conditioned upon the consummation of Kimberly-Clark’s

previously announced pending acquisition of Kenvue (the “Acquisition”), which condition may not be waived by Kimberly-Clark,

and certain other conditions that may be waived by Kimberly-Clark. The settlement date for the Exchange Offers is expected to occur promptly

after the Expiration Date.

On the early participation date of October 9, 2026, requisite consents

were received for adopting certain amendments (the “Amendments”) to the indenture governing the Kenvue Notes and a

supplemental indenture to the Kenvue Indenture containing the Amendments was executed. The Amendments will become operative only upon

settlement of the Exchange Offers.

The Kimberly-Clark Notes have not been registered under the U.S.

Securities Act of 1933, as amended (the “Securities Act”), or securities laws of any state or any other

jurisdiction. Unless registered, the Kimberly-Clark Notes may not be offered or sold within the United States or to, or for the

account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act. The Exchange Offers will only be made, and the Kimberly-Clark Notes are only being offered and

will only be issued, (a) to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A

under the Securities Act) in compliance with Rule 144A under the Securities Act and (b) outside the United States to non-U.S.

persons in compliance with Regulation S under the Securities Act, and (if a resident in a member state of the European Economic

Area) such person is not a “EEA retail investor” or (if a resident in the United Kingdom) such person is not a “UK

retail investor” (as defined in the Offering Memorandum) or (if resident in Canada) it is a “non-U.S. Canadian qualified

offeree” (such persons, “Eligible Holders”). Eligible Holders who are located or resident outside of the

United States may be subject to other eligibility criteria. Only Eligible Holders who properly complete and return the eligibility

letter (the “Eligibility Letter”), which is available from the Information Agent (as defined below), are

authorized to receive and review the Offering Memorandum and to participate in the Exchange Offers.

Holders who desire to obtain a copy of the Eligibility Letter should

contact D.F. King & Co., Inc., the information and exchange agent for the Exchange Offers (the “Information Agent”),

at: (800) 967-7635 (banks and brokers) or (646) 602-4897 (all others), at www.dfking.com/kmb-kvue or by email at kmb-kvue@dfking.com.

D.F. King & Co., Inc. will also provide copies of the Offering Memorandum to Eligible Holders.

The Exchange Offers are being made only pursuant to the Offering Memorandum.

The Offering Memorandum and other documents relating to the Exchange Offers will be distributed only to Eligible Holders. The Exchange

Offers are not being made to holders of Kenvue Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance

with the securities, blue sky or other laws of such jurisdiction. The Kimberly-Clark Notes have not been approved or disapproved by any

regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the Offering Memorandum.

None of Kimberly-Clark, Kimberly-Clark’s subsidiaries, its and

their respective directors or officers, the dealer managers and solicitation agents, the exchange agent, the information agent, any trustee

for the Kimberly-Clark Notes or the Kenvue Notes, their respective affiliates, or any other person is making any recommendation as to

whether holders should tender their Kenvue Notes in the Exchange Offers.

This press release does not constitute an offer to sell or purchase,

or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security in any jurisdiction

in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such

jurisdiction.

The Kimberly-Clark Notes offered in the Exchange Offers have not

been registered under the Securities Act or any state securities laws. Therefore, the Kimberly-Clark Notes may not be offered or sold

in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable

state securities laws.

About Kimberly-Clark

Kimberly-Clark (NASDAQ: KMB) and its trusted brands are an indispensable

part of life for people in more than 175 countries and territories. Our portfolio of brands, including Huggies, Kleenex, Scott, Kotex,

Cottonelle, Poise, Depend, Pull-Ups, Goodnites, Intimus, Plenitud, Sweety, Softex, Viva and WypAll, hold No. 1 or No. 2 share positions

in approximately 70 countries. Our company’s purpose is to deliver Better Care for a Better World. We are committed to using sustainable

practices designed to support a healthy planet, build strong communities, and enable our business to thrive for decades to come. The

KMB stock is a large cap growth and value stock and core S&P 500 equity held by more than 400 Exchange Traded Funds. Kimberly-Clark

is considered a dividend aristocrat, having paid a cash dividend to shareholders for 92 consecutive years and increased its dividend

for 54 consecutive years.

Forward Looking Statements

Certain statements contained in this press release, including the expected

timing of completion of the Acquisition and the Exchange Offers, constitute “forward-looking statements” within the meaning

of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are qualified by the inherent

risks and uncertainties surrounding future expectations generally. There can be no assurance that these future events will occur as anticipated

or that our results will be as estimated. Actual results could differ materially from those currently anticipated due to a number of risks

and uncertainties, many of which are beyond our control. Forward-looking statements are based upon the expectations and beliefs of the

management of Kimberly-Clark as of the date they were made and speak only as of the date they were made. We undertake no obligation to

publicly update any forward-looking statements. Some of these forward-looking statements can be identified by words like “anticipate,”

“approximately,” “believe,” “continue,” “could,” “estimate,” “expect,”

“forecast,” “intend,” “may,” “outlook,” “plan,” “possible,” “potential,”

“predict,” “project,” “seek,” “should,” “target,” “will” or “would,”

the negative of these words, other terms of similar meaning or the use of future dates.

The assumptions used as a basis for the forward-looking statements

include many estimates. Many factors outside our control, including risks and uncertainties around the Acquisition, could affect the realization

of these estimates. Additional information and factors concerning these risks, uncertainties and assumptions can be found in Kimberly-Clark’s

filings with the U.S. Securities and Exchange Commission (“SEC”), including the risk factors discussed in Kimberly-Clark’s

most recent Annual Report on Form 10-K, as updated by its Quarterly Reports on Form 10-Q and future filings with the SEC. Forward-looking

statements included herein are made only as of the date hereof and Kimberly-Clark undertakes no obligation to update any forward-looking

statements, or any other information in this press release, as a result of new information, future developments or otherwise, or to correct

any inaccuracies or omissions in them which become apparent. All forward-looking statements in this press release are qualified in their

entirety by this cautionary statement.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Cover

Oct. 27, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 27, 2026

Entity File Number

1-225

Entity Registrant Name

KIMBERLY CLARK CORP

Entity Central Index Key

0000055785

Entity Tax Identification Number

39-0394230

Entity Incorporation, State or Country Code

Entity Address, Address Line One

P.O.

Box 619100

Entity Address, City or Town

Dallas

Entity Address, State or Province

Entity Address, Postal Zip Code

75261-9100

City Area Code

972

Local Phone Number

281-1200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $1.25 Par Value

Trading Symbol

KMB

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration