Kimberly Clark completed acquisition of Kenvue

Item 2.01. Completion of Acquisition or Disposition of Assets.

As discussed in the Introductory Note, which is incorporated into this Item 2.01 by reference, on the Closing Date, K-C completed its previously announced acquisition of Kenvue pursuant to the Merger Agreement.

At the First Effective Time, pursuant to the terms and subject to the conditions of the Merger Agreement, each share of Kenvue common stock, par value $0.01 per share (the "Kenvue

Common Stock"), issued and outstanding immediately prior to the First Effective Time (other than shares of Kenvue Common Stock that were owned by K-C or Kenvue or any wholly owned subsidiary of K-C or Kenvue (or were held in treasury by Kenvue)) was converted into the right to receive (A) 0.14625 shares (the "Exchange Ratio") of K-C common stock, par value $1.25 per share (the "K-C

Common Stock" and the shares of K-C Common Stock issued in connection with the First Merger, the "Stock Consideration"), subject to cash in lieu of fractional shares, plus (B) $3.50 in cash (the "Cash Consideration" and, together with the Stock

Consideration, the "Merger Consideration"), in each case, without interest.

At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any of the parties, the Initial Surviving Company or the equityholders thereof, (i) each share of common stock of the Initial Surviving Company issued and outstanding immediately prior to the Second Effective Time was automatically canceled and ceased to exist without any conversion or payment therefor and (ii) each unit of Second Merger Sub issued and outstanding immediately prior to the Second Effective Time remained issued and outstanding and represented validly issued, fully paid and nonassessable units of the Final Surviving Company, which constituted the only outstanding units of the Final Surviving Company immediately following the Second Effective Time.

No fractional shares of K-C Common Stock were issued in the Mergers, an

Item 2.05. Costs Associated with Exit or Disposal Activities.

On October 30, 2026, in connection with the Mergers, the Board approved the Kenvue Integration Program (the "Program"), which is intended to achieve certain operating profit synergies by 2030. Actions contemplated under the Program commenced on November 2, 2026 and are expected to be completed by December 31, 2029. The Program is expected to result in cumulative pre-tax charges of approximately $3.1 billion ($2.5 billion cash and $0.6 billion non-cash) over this period, with cash charges primarily related to supply chain network optimization (approximately $0.8 billion), enterprise resource planning and technology integration (approximately $0.6 billion), workforce optimization (approximately $0.4 billion), advisory services (approximately $0.4 billion) and program management and other restructuring and integration costs (approximately $0.3 billion). Non-cash charges are primarily related to supply chain network optimization. Additionally, K-C expects to spend approximately $1.4 billion in capital related to the Program through December 31, 2029.

The estimate of charges that K-C expects to incur and the timing thereof are subject to a number of assumptions and actual results may differ from current expectations. K-C may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the Program.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Appointment of Directors

Pursuant to the Merger Agreement, at the First

Effective Time, Richard E. Allison, Jr., Larry J. Merlo, and Kirk L. Perry (collectively, the "Kenvue Designees"), each of whom was a member of the board of directors of Kenvue prior to the First Effective Time, were appointed to the board of directors of K-C (the "Board"). K-C has agreed to take all necessary actions to nominate the Kenvue Designees for election to the Board at the annual meeting of stockholders of K-C to be held in 2027.

Also at the First Effective Time, Mr. Allison was appointed to the Audit Committee of the Board, and Mr. Merlo was appointed to the Management Development and Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Perry was not appointed to any committees of the Board.

The Kenvue Designees will participate in the outside director compensation programs described under "Director Compensation" in K-C's Definitive Proxy Statement on Schedule 14A filed on March 23, 2026.

The Kenvue Designees have no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Resignation of Directors

At the First Effective Time, Mae C. Jemison, M.D.,

Christa S. Quarles and Jaime Ramirez resigned from the Board. The resignations of Dr. Jemison, Ms. Quarles and Mr. Ramirez were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices but were solely for the purpose of creating adequate vacancies on the Board to allow for the appointment of the Kenvue Designees.

Amendment of the 2021 Equity Participation

Plan

Effective as of the First Effective Time, the Board amended the Company's 2021 Equity Participation Plan (the "EPP") to permit the Company to, in the event that