Kenvue Inc 8-K, filed Nov 2, 2026
Kenvue Inc. (KVUE)
About this 8-K
Kenvue Inc filed this 8-K on November 2, 2026, reporting on events of November 1, 2026.
Items reported
- Item 1.02: Ended a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.01: Delisting notice or listing transfer
- Item 3.03: Change to shareholders' rights
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
ds
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
Kenvue LLC
(as successor by merger to
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Registrant’s telephone number, including
area code:
(Former name or former address, if changed since last report)
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 | ||
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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
If 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. ☐
Introductory Note.
As previously disclosed, on November 2, 2025, Kenvue Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kimberly-Clark Corporation, a Delaware corporation (“K-C”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C (“First Merger Sub”), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C (“Second Merger Sub”).
On November 2, 2026 (the “Closing Date”), pursuant to the Merger Agreement, (i) First Merger Sub merged with and into the Company (the “First Merger”), with the Company surviving as a direct wholly owned subsidiary of K-C (the “Initial Surviving Company”) (the time the First Merger became effective being the “First Effective Time”), and (ii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Initial Surviving Company merged with and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of K-C (the “Final Surviving Company”) (the time the Second Merger became effective being the “Second Effective Time”).
| Item 1.02. | Termination of Material Definitive Agreements. |
The information set forth in the Introductory Note of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 1.02.
Concurrently with the closing of the First Merger, the Company repaid in full all fees, expenses and other obligations outstanding under, and terminated all commitments in effect under, the Credit Agreement, dated as of March 6, 2023 (the “Credit Agreement”), among the Company, the subsidiaries of the Company party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provided for a five-year senior unsecured revolving credit facility in an aggregate principal amount of $4.0 billion to be made available in U.S. dollars and Euros. As of the closing of the First Merger, there were no borrowings outstanding under the Credit Agreement.
Effective as of the closing of the Mergers, the Company terminated the Company’s Long-Term Incentive Plan and the Company’s Deferred Fee Plan for Directors.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note of this Current Report is incorporated by reference into this Item 2.01.
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 the Company or K-C or any wholly owned subsidiary of the Company or K-C (or were held in treasury by the Company)) 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, and holders of Kenvue Common Stock otherwise entitled to receive a fractional share of K-C Common Stock will receive a cash payment, without interest, in lieu thereof, based on the average of the volume-weighted average price per share of K-C Common Stock for each of the five consecutive trading days ending on (and including) the first trading day immediately prior to the Closing Date, as specified in the Merger Agreement.
In accordance with the terms of the Merger Agreement, each equity award of the Company, consisting of stock options, restricted stock units, performance stock units and deferred stock units, that was outstanding immediately prior to the First Effective Time was converted into an equivalent equity award of K-C, including with respect to vesting conditions (including in connection with a qualifying termination of employment), except that performance stock units were converted into solely time-vesting restricted stock units. The number of shares of K-C Common Stock subject to each converted equity award was equal to the number of shares of Kenvue Common Stock subject to the award, with the number of shares of Kenvue Common Stock subject to any performance stock unit determined based on the greater of target and actual performance measured through the First Effective Time, multiplied by the Equity Award Exchange Ratio (as defined below), and the exercise price of each converted stock option is equal to the exercise price of the stock option of the Company divided by the Equity Award Exchange Ratio.
The “Equity Award Exchange Ratio” is a fraction, (i) the numerator of which is the sum of the Cash Consideration and an amount equal to the product of (A) the Exchange Ratio and (B) the closing price of K-C Common Stock on the trading day immediately prior to the date of the First Effective Time (the “K-C Closing Price”) and (ii) the denominator of which is the K-C Closing Price.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Important Statement Regarding the Merger Agreement
The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or K-C or any other party to the Merger Agreement or any related agreement. In particular, the representations, warranties and covenants contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or K-C’s public disclosures.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.
On the Closing Date, the Company notified the New York Stock Exchange (the “NYSE”) that the First Merger had been completed and requested that the NYSE (i) suspend trading of the Kenvue Common Stock on the NYSE prior to the open of trading on the Closing Date and (ii) file with the SEC an application on Form 25 to delist and deregister the Kenvue Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The delisting of the Kenvue Common Stock from the NYSE will be effective 10 days after the filing of the Form 25. Following the effectiveness of such Form 25, the Final Surviving Company intends to file with the SEC a certification and notice of termination of registration on Form 15 with respect to the Kenvue Common Stock, requesting the deregistration of all shares of Kenvue Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report is incorporated by reference into this Item 3.03. At the First Effective Time, holders of shares of Kenvue Common Stock issued and outstanding immediately prior to the First Effective Time ceased to have any rights as shareholders of the Company (other than the right to receive the Merger Consideration pursuant to the Merger Agreement).
| Item 5.01. | Changes in Control of Registrant. |
The information set forth in the Introductory Note, Item 2.01, Item 3.03 and Item 5.02 of this Current Report is incorporated by reference into this Item 5.01. As a result of the First Merger, a change of control of the Company occurred on the Closing Date and the Initial Surviving Company became a direct wholly owned subsidiary of K-C. K-C funded the Cash Consideration with cash on hand, debt financing and proceeds from the previously announced sale of a 51% interest in its International Family Care and Professional business.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
In connection with the First Merger, effective as of the First Effective Time, each of Larry Merlo, Richard E. Allison, Jr., Seemantini Godbole, Melanie L. Healey, Sarah Hofstetter, Betsy D. Holden, Erica Mann, Kathleen Pawlus, Kirk Perry, Vasant Prabhu, Jeff Smith and Michael E. Sneed, being all the directors of the Company immediately prior to the First Effective Time, resigned from the board of directors (the “Board”) of the Company, including any and all committees or subcommittees of the Board on which they served, and ceased to be directors of the Company. At the First Effective Time, by virtue of the First Merger, Courtney Roane and Flavio Costa, being the directors of First Merger Sub immediately prior to the First Effective Time, became the directors of the Initial Surviving Company, and Nelson Urdaneta, Courtney Roane, Flavio Costa, Rufus Mock and Jeffrey McFall, being the officers of First Merger Sub immediately prior to the First Effective Time, became the officers of the Initial Surviving Company.
As a result of the Second Merger and pursuant to the Merger Agreement, the separate corporate existence of the Initial Surviving Company ceased and Second Merger Sub survived the Second Merger as a member managed limited liability company. As such, all of the members of the Initial Surviving Company board of directors ceased to be directors as of the Second Effective Time. The officers of the Initial Surviving Company immediately prior to the Second Effective Time continued in their respective positions as the officers of the Final Surviving Company.
On November 1, 2026, the Company’s direct wholly owned subsidiary, Kenvue Brands LLC, a Delaware limited liability company, entered into an agreement with Matthew Orlando, the Company’s General Counsel, that seeks to place Mr. Orlando in a tax-neutral position regarding the impact of Section 280G of the Internal Revenue Code of 1986, as amended. The agreement provides that if Mr. Orlando incurs an excise tax in respect of any payment or benefit made or provided to him in connection with the Mergers, he will be entitled to an additional payment so that on a net after-tax basis he is in the same position as if no such excise tax had applied. The amount of the payments is not known since they depend on various factors that are unknown at this time. In no event will the value of the payments exceed $8 million, although they are expected to be substantially less than this. The Company determined that providing Mr. Orlando with this agreement was appropriate given his extraordinary efforts over the prior year to negotiate and consummate the Mergers and that he was the only executive who was expected to remain subject to Section 280G after the implementation of mitigation strategies.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Second Effective Time and by virtue of the Second Merger, the certificate of formation in the form set forth as Exhibit B to the Merger Agreement became the certificate of formation of the Final Surviving Company, except that the name of the Final Surviving Company was changed to “Kenvue LLC” (the “Final Surviving Company Charter”). At the Second Effective Time, the limited liability company agreement of the Second Merger Sub as in effect immediately prior to the Second Effective Time became the limited liability company agreement of the Final Surviving Company, except that references to the name of Second Merger Sub were replaced by references to the name of Kenvue LLC (the “Final Surviving Company LLC Agreement”). Copies of the Final Surviving Company Charter and Final Surviving Company LLC Agreement are filed as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated by reference into this Item 5.03.
| Item 8.01. | Other Events. |
On the Closing Date, in connection with the Second Merger, the Final Surviving Company, as successor to the Company, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), entered into a Fourth Supplemental Indenture, dated as of November 2, 2026 (the “Fourth Supplemental Indenture”), to the Indenture, dated as of March 22, 2023 (the “Base Indenture” and, as supplemented by the first supplemental indenture, dated as of March 22, 2023, the second supplemental indenture, dated as of May 22, 2025, the third supplemental indenture, dated as of October 9, 2026, and the Fourth Supplemental Indenture, the “Indenture”), between the Company and the Trustee. Pursuant to the Fourth Supplemental Indenture, the Final Surviving Company assumed all of the Company’s obligations under the Indenture and on each of the following series of outstanding notes issued thereunder (collectively, the “Notes”): $1,000,000,000 aggregate principal amount of 5.050% Senior Notes due 2028; $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2030; $750,000,000 aggregate principal amount of 4.850% Senior Notes due 2032; $1,250,000,000 aggregate principal amount of 4.900% Senior Notes due 2033; $750,000,000 aggregate principal amount of 5.100% Senior Notes due 2043; $1,500,000,000 aggregate principal amount of 5.050% Senior Notes due 2053; and $750,000,000 aggregate principal amount of 5.200% Senior Notes due 2063, and agreed to be bound by all provisions of the Indenture applicable to the “Company” thereunder.
The foregoing description of the Fourth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* Schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
SIGNATURE
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.
Date: November 2, 2026
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KENVUE LLC (as successor by merger to Kenvue Inc.) |
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| By: | /s/ Nelson Urdaneta | |||
| Name: | Nelson Urdaneta | |||
| Title: | President and Chief Executive Officer | |||
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF FORMATION
OF
KENVUE LLC
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| FIRST: | The name of the limited liability company is Kenvue LLC (the “Company”). | |
| SECOND: | The Company’s registered office in the State of Delaware is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. |
Exhibit 3.2
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
KENVUE LLC
This amended and restated limited liability company agreement (this “Agreement”), dated as of November 2, 2026, of Kenvue LLC, a Delaware limited liability company (the “Company”), is made by Kimberly-Clark Corporation, a Delaware corporation, as its sole member (the “Member”).
1. Name. The name of the limited liability company is “Kenvue LLC”
2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.
3. Member. The name and mailing address of the Member is as follows:
| Name | Address |
| Kimberly-Clark Corporation |
P.O. Box 619100 Dallas, TX 75261-9100 |
4. Interests. The Company shall be authorized to issue one hundred (100) units of limited liability company interest, all of which shall be of one class and shall be designated as “Common Units,” and all of which shall be issued to the Member. Common Units shall for all purposes be personal property. The Common Units shall be uncertificated.
5. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated in accordance with the membership percentages as set forth on Schedule A hereto.
6. Capital Contributions by the Member. The Member shall not be obligated to make capital contributions to the Company.
7. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.
8. Management. The Member shall manage the Company in accordance with this Agreement. The actions of the Member taken in such capacity and in accordance with this Agreement shall bind the Company.
(a) The Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business, operations and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. Subject to the provisions of this Agreement, the Member shall have general and active management of the business and operations of the Company. In addition, the Member shall have such other powers and duties as may be prescribed by the Member and this Agreement. Such duties may be delegated by the Member to officers, agents or employees of the Company as the Member may deem appropriate from time to time.
(b) The Member may, from time to time, designate one or more persons to be officers of the Company. No officer need be a member of the Company. Any officers so designated will have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers, including, without limitation, chairman, chief executive officer, president, chief financial officer, vice president, chief operating officer, secretary, assistant secretary, treasurer and assistant treasurer. Each officer will hold office until his or her successor shall have been duly designated and shall have qualified or until his or her death or until he or she will resign or will have been removed. Any number of offices may be held by the same person. The salaries or other compensation, if any, of the officers and agents of the Company will be fixed from time to time by the Member or by any officer acting within the Member’s authority. Any officer may be removed as such, either with or without cause, by the Member whenever in the Member’s judgment the best interests of the Company will be served thereby. Any vacancy occurring in any office of the Company may be filled by the Member. The officers shall be authorized to control the day to day operations and business of the Company. The initial officers of the Company are set forth on Schedule 1.
9. Limitations On Authority. The authority of the Member over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.
10. No Fiduciary Duties; Exculpation and Indemnification.
(a) No Fiduciary Duties. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law or in equity, a member or officer of the Company, in each of their respective capacities as such, shall, to the maximum extent permitted by law, including §§ 18-1101(c) and (e) of the Act, not have or owe any fiduciary duties to the Company, to the other members or any officer of the Company or to any other person bound by this Agreement; provided, however, that each of the members and officers of the Company shall act in accordance with the implied contractual covenant of good faith and fair dealing.
(b) Exculpation. To the fullest extent authorized or permitted by the Act, no present or former member or officer of the Company shall be liable to the Company or to any other member or any officer of the Company or to any other person bound by this Agreement.
(c) Indemnification.
(i) The Company shall indemnify and hold harmless each Indemnitee (as defined in Section 10(c)(iv) below) against any and all losses, claims, damages, expenses and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suit, proceeding or claim) of any kind or nature whatsoever that the Indemnitee may at any time become subject to or liable for by reason of (A) the formation, operation or termination of the Company or (B) the Indemnitee’s acting on behalf of the Company under this Agreement. This indemnification includes, without limitation, losses, claims, damages, expenses and liabilities arising out of the Indemnitee’s negligence, gross negligence or breach of duty. The Company shall pay to the Indemnitee in advance of the final disposition of any settlement, action, suit, proceeding or claim all expenses incurred by or on behalf of the Indemnitee in defending any such settlement, action, suit, proceeding or claim, to the fullest extent authorized by the applicable law, as the same exists or may hereafter be amended, but only to the extent that any such amendments expand the rights of the Indemnitee.
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(ii) The contract rights to indemnification and to the advancement of expenses conferred in this Section 10 shall not be exclusive of any other right that any Person (as defined in Section 10(c)(v) below) may have or hereafter acquire under any statute, agreement, vote of the Member or otherwise. Therefore, the indemnification provided by this Section 10(c) shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, executed by the Indemnitee, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitee is indemnified.
(iii) The provisions of this Section 10(c) are for the benefit of the Indemnitees, their heirs, executors, personal and legal representatives, successors and assigns and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 10 or any provision hereof shall be prospective only and shall not in any way affect the Company’s liability to any Indemnitee under this Section 10(c) as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
(iv) As used in this Section 10(c), the term “Indemnitee” or “Indemnitees” shall mean (A) any Person made a party to a proceeding by reason of his, her or its status as (1) the Member, or (2) any direct or indirect director, officer or shareholder of the Member, or (3) a member or officer of the Company and (B) such other Persons as the Member may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.
(v) As used in this Section 10(c), the term “Person” or “Persons” shall mean any individual, partnership (limited or general partnership), trust, estate, association, corporation, limited liability company, or other legal entity or organization whether domestic or foreign.
11. Tax Elections. The fiscal and taxable year of the Company shall be the calendar year. The Company shall not make an election to be treated as a corporation for United States federal income tax purposes.
12. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following (a) the written consent of the Member, (b) the death, retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Member, or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company.
13. Consents. Any action that may be taken by the Member at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member.
14. Amendments. Except as otherwise provided in this Agreement or in the Act, this Agreement may be amended only by the written consent of the Member to such effect.
15. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by, the laws of the State of Delaware (excluding its conflict-of-laws rules).
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amended and Restated Limited Liability Company Agreement of Kenvue LLC, as of the date first written above.
| KIMBERLY-CLARK CORPORATION | ||||
| By: | /s/ Suzana Blades | |||
| Name: | Suzana Blades | |||
| Title: | Senior Vice President and General Counsel | |||
Schedule 1
Officers
| Name | Title |
| Nelson Urdaneta | President and Chief Executive Officer |
| Courtney Roane | Vice President and Secretary |
| Flavio Costa | Vice President, Chief Financial Officer and Treasurer |
| Rufus Mock | Vice President |
| Jeffrey McFall | Assistant Secretary |
Schedule A
Membership
| Member | Units | Membership Percentage |
| Kimberly-Clark Corporation | 100 | 100% |
Exhibit 4.1
KENVUE LLC
5.050% Senior Notes due 2028
5.000% Senior Notes due 2030
4.850% Senior Notes due 2032
4.900% Senior Notes due 2033
5.100% Senior Notes due 2043
5.050% Senior Notes due 2053
5.200% Senior Notes due 2063
Fourth Supplemental Indenture
Dated as of November 2, 2026
Deutsche Bank Trust Company Americas, as
Trustee
TABLE OF CONTENTS
| Page | ||||
| ARTICLE One AGREEMENT TO ASSUME OBLIGATIONS | 2 | |||
| ARTICLE Two MISCELLANEOUS | 2 | |||
| Section 2.01. | Governing Laws; Waiver of Jury Trial. | 2 | ||
| Section 2.02. | Capitalized Terms. | 3 | ||
| Section 2.03. | No Adverse Interpretation of Other Agreements. | 3 | ||
| Section 2.04. | Successors and Assigns. | 3 | ||
| Section 2.05. | Severability. | 3 | ||
| Section 2.06. | Force Majeure. | 3 | ||
| Section 2.07. | Table of Contents, Headings, Etc. | 3 | ||
| Section 2.08. | Counterparts. | 4 | ||
| Section 2.09. | Confirmation of Indenture; Conflicts. | 4 | ||
| Section 2.10. | Trustee Disclaimer. | 4 | ||
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THIS FOURTH SUPPLEMENTAL INDENTURE dated as of November 2, 2026 (this “Supplemental Indenture”), by and between Kenvue LLC, a Delaware limited liability company (“New Kenvue” as successor to Old Kenvue (as defined below)), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), to the Indenture dated as of March 22, 2023 (the “Base Indenture” and, together with the first supplemental indenture dated March 22, 2023, the second supplemental indenture dated May 22, 2025, and the third supplemental indenture dated October 9, 2026, the “Indenture”), by and between Kenvue Inc., a Delaware corporation (“Old Kenvue”), and the Trustee.
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders:
WHEREAS, Old Kenvue and the Trustee have duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of Old Kenvue’s debentures, notes or other debt instruments to be issued in one or more Series as in the Base Indenture provided (as defined therein, “Securities”);
WHEREAS, there are outstanding on the date hereof Securities of seven Series consisting of: (i) $1,000,000,000 aggregate principal amount of 5.050% Senior Notes due 2028 (the “2028 Notes”); (ii) $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2030 (the “2030 Notes”); (iii) $750,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 (the “2032 Notes”); (iv) $1,250,000,000 aggregate principal amount of 4.900% Senior Notes due 2033 (the “2033 Notes”); (v) $750,000,000 aggregate principal amount of 5.100% Senior Notes due 2043 (the “2043 Notes”); (vi) $1,500,000,000 aggregate principal amount of 5.050% Senior Notes due 2053 (the “2053 Notes”); and (vii) $750,000,000 aggregate principal amount of 5.200% Senior Notes due 2063 (the “2063 Notes” and, together with the 2028 Notes, the 2030 Notes, the 2032 Notes, the 2033 Notes, the 2043 Notes and the 2053 Notes, the “Outstanding Securities”);
WHEREAS, on November 2, 2026, pursuant to that certain Agreement and Plan of Merger (as amended, supplemented or modified from time to time, the “Merger Agreement”) by and among Old Kenvue, Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Kimberly-Clark (“First Merger Sub”), and New Kenvue (f/k/a Vesta Sub II, LLC), a direct wholly owned subsidiary of Kimberly-Clark, First Merger Sub merged with and into Old Kenvue (the “First Merger”), with Old Kenvue surviving as a direct wholly owned subsidiary of Kimberly-Clark (the “Initial Surviving Company”), and immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Initial Surviving Company merged with and into New Kenvue (the “Second Merger”), with New Kenvue surviving the Second Merger as a direct wholly owned subsidiary of Kimberly-Clark and renamed as “Kenvue LLC”;
WHEREAS, Section 5.01 of the Base Indenture provides that any successor entity by way of merger to Old Kenvue shall assume, by a supplemental indenture to the Base Indenture, all of Old Kenvue’s obligations on each Series of Securities and under the Indenture;
WHEREAS, pursuant to Section 9.01(a) of the Base Indenture, New Kenvue and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Base Indenture without the consent of any Holder to reflect that a successor has succeeded Old Kenvue and has assumed Old Kenvue’s covenants and obligations under each Series of Securities and the Indenture;
WHEREAS, New Kenvue, as the successor entity of Old Kenvue, desires to amend the Indenture as provided in this Supplemental Indenture and, as such, delivered to the Trustee a request for the Trustee to join with New Kenvue in the execution of this Supplemental Indenture, along with an Officer’s Certificate and an Opinion of Counsel stating that the Second Merger and this Supplemental Indenture comply with the Base Indenture;
WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of New Kenvue and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done;
NOW, THEREFORE:
In consideration of the foregoing and for other good and valuable consideration, New Kenvue covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders of each Series of Outstanding Securities, that the Indenture is supplemented and amended, to the extent expressed herein, as follows:
ARTICLE One
ASSUMPTION OF OBLIGATIONS
New Kenvue hereby expressly assumes all of Old Kenvue’s obligations on each Series of Securities and under the Indenture on the terms and subject to the conditions set forth in the Indenture and agrees to be bound by all other applicable provisions of the Indenture applicable to the “Company” and to perform all of the obligations and agreements of the “Company” under the Indenture.
ARTICLE Two
MISCELLANEOUS
Section 2.01. Governing Laws; Waiver of Jury Trial.
THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5- 1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).
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EACH OF NEW KENVUE AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.
Section 2.02. Capitalized Terms.
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture. To the extent terms defined herein differ from the Base Indenture the terms defined herein will govern.
Section 2.03. No Adverse Interpretation of Other Agreements.
This Supplemental Indenture may not be used to interpret another indenture (other than the Indenture), loan or debt agreement of New Kenvue or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Supplemental Indenture (other than the Indenture).
Section 2.04. Successors and Assigns.
All agreements of New Kenvue in this Supplemental Indenture and in the Outstanding Securities shall bind its successor. All agreements of the Trustee in this Supplemental Indenture shall bind its successor.
Section 2.05. Severability.
In case any provision in this Supplemental Indenture or in any Series of Outstanding Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.06. Force Majeure.
In no event shall the Trustee or any Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee and such Agent shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
Section 2.07. Table of Contents, Headings, Etc.
The Table of Contents and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
Section 2.08. Counterparts.
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This Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.
The Trustee shall not have any duty to confirm that the person sending any notice, instruction or other communication by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Trustee to comply with the ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Trustee) shall be deemed original signatures for all purposes. New Kenvue assumes all risks arising out of the use of electronic signatures and electronic methods to send communications to the Trustee, including without limitation the risk of the Trustee acting on an unauthorized communication, and the risk of interception or misuse by third parties.
Section 2.09. Confirmation of Indenture; Conflicts.
The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects ratified and confirmed, and with respect to each Series of Outstanding Securities, the Indenture, this Supplemental Indenture and all indentures supplemental thereto with respect to such Series shall be read, taken and construed as one and the same instrument. Upon and after the execution of this Supplemental Indenture, each reference in the Indenture, as amended by this Supplemental Indenture, to “this Indenture,” “hereunder,” “hereof,” or words of like import referring to the Indenture shall mean and be a reference to the Indenture, as amended by this Supplemental Indenture. To the extent of any inconsistency between the terms of the Indenture and this Supplemental Indenture, the terms of this Supplemental Indenture will control.
Section 2.10. Trustee Disclaimer.
The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting its liabilities and responsibilities in the performance of the trust created by the Indenture, as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by New Kenvue, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. For the avoidance of doubt, the Trustee, by executing this Supplemental Indenture in accordance with the terms of the Indenture, does not agree to undertake additional actions nor does it consent to any transaction beyond what is expressly set forth in this Supplemental Indenture, and the Trustee reserves all rights and remedies under the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
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KENVUE LLC
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| By: | /s/ Jeffrey S. McFall | |||
| Name: | Jeffrey S. McFall | |||
| Title: | Assistant Secretary | |||
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Deutsche Bank Trust Company Americas, as Trustee
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| By: | /s/ Carol Ng | |||
| Name: | Carol Ng | |||
| Title: | Vice President |
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| By: | /s/ Mary Miselis | |||
| Name: | Mary Miselis |
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| Title: | Vice President | |||