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.

• 2024 Transformation Initiative announced in March 2024 to realign operating and management structure and target reduction of structural cost base.March 2024
• Beginning in March 2022, the company significantly adjusted its business in Russia, substantially curtailing media, advertising, and promotional activity and suspending capital investments, except certain maintenance investments, in its sole manufacturing facility in Russia.March 2022
• The war in Ukraine has caused restricted access to financial institutions, supply chain disruptions, professional services, monetary, currency, trade and payment/investment sanctions and related controls.
• K-C anticipates issuing approximately 280 million shares of common stock pursuant to the Merger Agreement; post-merger, K-C stockholders expected to own approximately 54% and Kenvue stockholders approximately 46% of the combined company.
• The first merger must be completed by November 2, 2026, subject to automatic extension only if the sole unsatisfied conditions relate to certain regulatory approvals or absence of a legal restraint.November 2, 2026
• Either party may owe a $1.136 billion termination fee under specified circumstances under the Merger Agreement.
• Complaints related to the mergers and the related joint proxy statement/prospectus were filed after the announcement.
• Approximately $7.2 billion of outstanding indebtedness as of December 31, 2025; company expects to incur acquisition-related debt financing to fund the Cash Consideration.December 31, 2025
• The company is in the process of upgrading its enterprise resource planning system (SAP).