The exchange offer allows holders of seven different series of Kenvue notes, ranging from maturities in 2028 to 2063, to swap their holdings for new notes issued by Kimberly-Clark. Investors who tender their notes by the early participation deadline of October 9, 2026, are eligible for an additional premium, receiving $970 in principal amount of new notes, a $30 early participation premium, and a $1 cash payment for every $1,000 of Kenvue debt exchanged. Those who participate after this date but before the October 27 expiration will receive only the base exchange consideration.

Simultaneously, Kimberly-Clark is soliciting consents to amend the indenture governing the Kenvue notes. These proposed changes seek to eliminate restrictive covenants and various reporting requirements currently binding Kenvue. If the required majority consent is reached for a specific series, these amendments will apply to any remaining notes not tendered in the exchange. The entire transaction is contingent upon the successful completion of the acquisition, which is expected to close in the fourth quarter of 2026. D.F. King & Co., Inc. has been appointed as the information and exchange agent for the process.