KIMBERLY CLARK CORP (KMB) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that KIMBERLY CLARK CORP surfaced in its latest filing.

• In March 2024, the company announced its 2024 Transformation Initiative to realign internal operating and management structure, streamline global supply chain, and improve corporate and regional overhead cost structures.March 2024
• In March 2022, the company substantially curtailed media, advertising and promotional activity in Russia and suspended capital investments, other than certain maintenance investments, in its sole manufacturing facility in Russia, due to the war in Ukraine.March 2022
• Anticipated issuance of approximately 280 million shares of common stock under the Merger Agreement, with actual share issuance determined at closing based on Kenvue shares outstanding immediately prior to the first merger; expected post-merger ownership of approximately 54% by K-C stockholders and 46% by Kenvue stockholders.
• If the first merger is not completed by November 2, 2026 (subject to automatic extension for outstanding regulatory approvals or legal restraints), either K-C or Kenvue may terminate the Merger Agreement.November 2, 2026
• Under specified termination circumstances, the company may be required to pay a termination fee of $1.136 billion.
• Litigation relating to the mergers could result in an injunction delaying or preventing the closing; certain complaints related to the mergers and the related joint proxy statement/prospectus were filed, and additional stockholder complaints may be filed.
• As of December 31, 2025, the company had approximately $7.2 billion of outstanding indebtedness.December 31, 2025