Kenvue Inc.: enters third supplemental indenture to amend existing Kenvue notes

What happened

• Kenvue Inc. filed an 8-K reporting that it entered into a Third Supplemental Indenture dated Oct 9, 2026 with Deutsche Bank Trust Company Americas, as trustee, to the indenture dated Mar 22, 2023 (as previously supplemented on Mar 22, 2023 and May 22, 2025).
• The Third Supplemental Indenture implements amendments for which consents were solicited by Kimberly-Clark Corporation on behalf of Kenvue in connection with Kimberly-Clark’s offers to exchange any and all Existing Kenvue Notes for up to $7,000,000,000 aggregate principal amount of new notes issued by Kimberly-Clark and cash.

Key details

• The Existing Kenvue Notes include the Company’s 5.050% notes due 2028, 5.000% notes due 2030, 4.850% notes due 2032, 4.900% notes due 2033, 5.100% notes due 2043, 5.050% notes due 2053 and 5.200% notes due 2063.
• The amendments (the “Amendments”) (1) eliminate substantially all restrictive covenants in the indenture for each series of Existing Kenvue Notes, (2) eliminate certain events that may lead to an “Event of Default” (other than failure to pay principal, premium or interest), (3) eliminate the Securities and Exchange Commission reporting covenant for each series of Existing Kenvue Notes, and (4) eliminate certain restrictions on consolidations, mergers and transfers of properties and assets for each series of Existing Kenvue Notes.
• The Third Supplemental Indenture was effective upon execution on Oct 9, 2026, but the Amendments with respect to a given series of Existing Kenvue Notes will become operative only upon settlement of the related Exchange Offer and Consent Solicitation (the “Settlement Date”), which is expected to occur promptly after the Exchange Offers expire (the “Expiration Date”) and the Expiration Date is expected to occur on or about the closing date of the acquisition of Kenvue by Kimberly-Clark.
• The Third Supplemental Indenture becomes operative for a series of Existing Kenvue Notes automatically on the Settlement Date without further action by Kenvue, the trustee, Kimberly-Clark or holders of the Existing Kenvue Notes.

Why it may matter

• Item reported: 1.01 entry into a material definitive agreement; the filing describes the Third Supplemental Indenture and the specific Amendments to the indenture for the Existing Kenvue Notes in connection with Kimberly-Clark’s Exchange Offers and Consent Solicitations. A filing does not show why the insider traded or why the company acted.